Global Consumer Acquisition Corp.

Annual Report on Form 10-K for the Fiscal Year Ended December 31, 2021

PART I			2
ITEM 1.	BUSINESS		2
	ITEM 1A.	RISK FACTORS	7
	ITEM 1B.	UNRESOLVED STAFF COMMENTS	7
ITEM 2.	PROPERTIES		7
ITEM 3.	LEGAL PROCEEDINGS		7
ITEM 4.	MINE SAFETY DISCLOSURES		7
PART II			8
ITEM 5.	MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES		8
ITEM 6.	[RESERVED]		9
ITEM 7.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS		10
	ITEM 7A.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	12
ITEM 8.	FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA		12
ITEM 9.	CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE		12
	ITEM 9A.	CONTROLS AND PROCEDURES	12
	ITEM 9B.	OTHER INFORMATION	13
PART III			14
ITEM 10.	DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE		14
ITEM 11.	EXECUTIVE COMPENSATION		18
ITEM 12.	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS		18
ITEM 13.	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE		20
ITEM 14.	PRINCIPAL ACCOUNTANT FEES AND SERVICES		22
PART IV			F-1
ITEM 15.	EXHIBITS AND FINANCIAL STATEMENT SCHEDULES		F-1
ITEM 16.	FORM 10-K SUMMARY		22

FORWARD LOOKING STATEMENTS

This Annual Report on Form 10-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, or the Exchange Act. The statements contained in this report that are not purely historical are forward-looking statements. Our forward-looking statements include, but are not limited to, statements regarding our or our management’s expectations, hopes, beliefs, intentions or strategies regarding the future. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipates,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements in this report may include, for example, statements about our:

●ability to complete our initial business combination;

●success in retaining or recruiting, or changes required in, our officers, key employees or directors following our initial business combination;

●officers and directors allocating their time to other businesses and potentially having conflicts of interest with our business or in approving our initial business combination, as a result of which they would then receive expense reimbursements;

●potential ability to obtain additional financing to complete our initial business combination;

●pool of prospective target businesses;

●the ability of our officers and directors to generate a number of potential investment opportunities;

●potential change in control if we acquire one or more target businesses for stock;

●the potential liquidity and trading of our securities;

●the lack of a market for our securities;

●use of proceeds not held in the trust account or available to us from interest income on the trust account balance; or

●financial performance following our initial public offering.

The forward-looking statements contained in this report are based on our current expectations and beliefs concerning future developments and their potential effects on us. There can be no assurance that future developments affecting us will be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described under the heading “Risk Factors.” Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws and/or if and when management knows or has a reasonable basis on which to conclude that previously disclosed projections are no longer reasonably attainable.

PART I

ITEM 1.BUSINESS

In this Annual Report on Form 10-K (the “Form 10-K”), references to the “Company” and to “we,” “us,” and “our” refer to Global Consumer Acquisition Corp.

Introduction

We are a newly organized blank check company incorporated as a Delaware corporation formed on December 28, 2020 for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (our “initial business combination” or “ business combination”).

Offering Proceeds Held in Trust

On June 11, 2021, GACQ consummated the IPO of 17,000,000 units (the “Public Units”) at $10.00 per Public Unit, generating gross proceeds of $170,000,000. Simultaneously with the consummation of the initial public offering, GACQ consummated the sale of 431,510 units (the “Private Units”) in a private placement transaction with Global Consumer Acquisition LLC, GACQ’s sponsor, generating gross proceeds of $4,315,100.

Subsequently, on June 14, 2021, the underwriters exercised the over-allotment option in part, and the closing of the issuance and sale of the additional Public Units occurred (the “Over-Allotment Option Units”) on June 16, 2021. The total aggregate issuance by GACQ of 1,263,000 units at a price of $10.00 per unit resulted in total gross proceeds of $12,630,000. On June 16, 2021, simultaneously with the sale of the Over-Allotment Option Units, GACQ consummated the private sale of an additional 22,102 Private Units, generating gross proceeds of $221,020. 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.

On June 16, 2021, the underwriters canceled the remainder of the over-allotment option. In connection with the cancellation of the remainder of the over-allotment option, GACQ canceled an aggregate of 321,750 shares of common stock issued to its sponsor prior to its initial public offering and Private Placement.

After deducting the underwriting discounts, offering expenses and commissions from the initial public offering and the sale of the Private Units, a total of $183,543,150 of the net proceeds from the initial public and the sale of the Private Units was deposited into GACQ’s trust account (the “Trust Account”), which is invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 180 days or less or in any open-ended investment company that holds itself out as a money market fund meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by use, until the earlier of (i) the consummation of a business combination or (ii) the distribution of the funds in the Trust Account.

Effecting a Business Combination

capital shares of GP Global from GP Global Seller (the “GP Global Stock Acquisition”). Due to his position as the sole owner of GP Global Seller, which is the 100% owner of GP Global, Mr. Gautham Pai, Co-Chairman of the board of GACQ and a member of the Sponsor, recused himself from both the board discussion and the board vote regarding the GP Global Business Combination. After careful consideration, the disinterested members of the board of directors of GACQ have unanimously approved and adopted the GP Global SPA and the transactions contemplated therein. All members of the board of directors of GACQ unanimously approved and adopted the Luminex SPA and the transactions contemplated therein. The consummation of the Luminex Stock Acquisition is not conditioned on the consummation of the GP Global Stock Acquisition. However, the GP Global Stock Acquisition is conditioned on the consummation of the Luminex Stock Acquisition.

The Business Combination is subject to the approval of the GACQ’s stockholders as well as other closing conditions. If GACQ does not consummate the Business Combination and fails to consummate an initial business combination within 12 months from the closing of its initial public offering (or up to 18 months from the closing of the initial public offering if GACQ extends the period of time to consummate a business combination for two times, as described in more detail in the final prospectus filed with the SEC on June 10, 2021), then, pursuant to the amended and restated certificate of incorporation, GACQ will be required to dissolve and liquidate as soon as reasonably practicable, unless GACQ seeks stockholder approval to amend GACQ’s certificate of incorporation to extend the date by which an initial business combination may be consummated.

Redemption Rights for Holders of the Public Shares

Pursuant to GACQ’s amended and restated certificate of incorporation, holders of the public shares will be entitled to redeem their public shares for a pro rata share of the Trust Account (including interest earned on the pro rata portion of the Trust Account, net of taxes payable), currently anticipated to be no less than approximately $10.05 per share of GACQ Common Stock. GACQ’s initial stockholders do not have redemption rights with respect to any shares of GACQ Common Stock owned by them, directly or indirectly.

Automatic Dissolution and Subsequent Liquidation of the Trust Account if No Business Combination

If GACQ does not consummate the Business Combination and fails to consummate an initial business combination within 12 months from the closing of its initial public offering (or up to 18 months from the closing of the initial public offering if GACQ extends the period of time to consummate a business combination for two times, as described in more detail in the final prospectus filed with the SEC on June 10, 2021), then, pursuant to the amended and restated certificate of incorporation, GACQ will be required to dissolve and liquidate as soon as reasonably practicable, unless GACQ seeks stockholder approval to amend GACQ’s certificate of incorporation to extend the date by which an initial business combination may be consummated. As a result, this has the same effect as if GACQ had formally gone through a voluntary liquidation procedure under Delaware law. Accordingly, no vote would be required from the GACQ’s stockholders to commence such a voluntary winding up, dissolution and liquidation. If GACQ is unable to consummate the Business Combination and fails to consummate an initial business combination within 12 months from the closing of its initial public offering (or up to 18 months, as applicable), it will, as promptly as possible but not more than ten business days thereafter, redeem 100% of GACQ’s outstanding public shares for a pro rata share of the aggregate amount then on deposit in the Trust Account upon the consummation of the Business Combination (including interest earned on the pro rata portion of the Trust Account, net of taxes payable) and then seek to liquidate and dissolve. In the event of its dissolution and liquidation, the GACQ Warrants will expire and will be worthless.

The proceeds deposited in the trust account could, however, become subject to the claims of GACQ’s creditors which would have higher priority than the claims of its public stockholders. GACQ cannot guarantee that the actual per-share redemption amount received by stockholders will not be substantially less than $10.05. Under Section 281(b) of the DGCL, GACQ’s plan of dissolution must provide for all claims against it to be paid in full or make provision for payments to be made in full, as applicable, if there are sufficient assets. These claims must be paid or provided for before GACQ makes any distribution of its remaining assets to its stockholders. While GACQ intends to pay such amounts, if any, GACQ cannot guarantee that it will have funds sufficient to pay or provide for all creditors’ claims.

Although GACQ will seek to have all vendors, service providers, prospective target businesses or other entities with which GACQ does business execute agreements with it waiving any right, title, interest and claim of any kind in or to any monies held in the trust account for the benefit of GACQ’s public stockholders, there is no guarantee that they will execute such agreements or even if they execute such agreements that they would be prevented from bringing claims against the trust account including but not limited to fraudulent inducement, breach of fiduciary responsibility or other similar claims, as well as claims challenging the enforceability of the waiver, in each case in order to gain an advantage with respect to a claim against GACQ’s assets, including the funds held in the trust account. If any third party refuses to execute an agreement waiving such claims to the monies held in the trust account, GACQ’s management will perform an analysis of the alternatives available to it and will only enter into an agreement with a third party that has not executed a waiver if management believes that such third party’s engagement would be significantly more beneficial to it than any alternative.

In addition, there is no guarantee that such entities will agree to waive any claims they may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with GACQ and will not seek recourse against the trust account for any reason. GACQ’s sponsor has agreed that it will be liable to GACQ if and to the extent any claims by a third party for services rendered or products sold to GACQ, or a prospective target business with which GACQ has discussed entering into a transaction agreement, reduce the amount of funds in the trust account to below (i) $10.05 per public share or (ii) such lesser amount per public share held in the trust account as of the date of the liquidation of the trust account, due to reductions in value of the trust assets, in each case net of the amount of interest which may be withdrawn to pay taxes, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the trust account and except as to any claims under GACQ’s indemnity of the underwriters of GACQ’s initial public offering against certain liabilities, including liabilities under the Securities Act. In the event that an executed waiver is deemed to be unenforceable against a third party, then GACQ’s sponsor will not be responsible to the extent of any liability for such third party claims. GACQ has not independently verified whether GACQ’s sponsor has sufficient funds to satisfy its indemnity obligations and believes that its sponsor’s only assets are securities of GACQ. GACQ has not asked its sponsor to reserve for such indemnification obligations. Therefore, GACQ cannot guarantee that its sponsor would be able to satisfy those obligations. As a result, if any such claims were successfully made against the trust account, the funds available for GACQ’s initial business combination and redemptions could be reduced to less than $10.05 per public share. In such event, GACQ may not be able to complete its initial business combination, and GACQ’s stockholders would receive such lesser amount per share in connection with any redemption of their public shares. None of GACQ’s officers will indemnify GACQ for claims by third parties including, without limitation, claims by vendors and prospective target businesses.

In the event that the proceeds in the trust account are reduced below (i) $10.05 per public share or (ii) such lesser amount per public share held in the trust account as of the date of the liquidation of the trust account, due to reductions in value of the trust assets, in each case net of the amount of interest which may be withdrawn to pay taxes, and GACQ’s sponsor asserts that it is unable to satisfy its indemnification obligations or that it has no indemnification obligations related to a particular claim, GACQ’s independent directors would determine whether to take legal action against GACQ’s sponsor to enforce its indemnification obligations. While GACQ expects that its independent directors would take legal action on its behalf against its sponsor to enforce its indemnification obligations to GACQ, it is possible that GACQ’s independent directors in exercising their business judgment may choose not to do so if, for example, the cost of such legal action is deemed by the independent directors to be too high relative to the amount recoverable or if the independent directors determine that a favorable outcome is not likely. GACQ has not asked its sponsor to reserve for such indemnification obligations and GACQ cannot guarantee that its sponsor would be able to satisfy those obligations. Accordingly, GACQ cannot guarantee that due to claims of creditors the actual value of the per-share redemption price will not be less than $10.05 per public share.

Under the DGCL, stockholders may be held liable for claims by third parties against a corporation to the extent of distributions received by them in a dissolution. The pro rata portion of GACQ’s trust account distributed to its public stockholders upon the redemption of its public shares in the event GACQ does not complete its business combination within 12 months (or 15 or 18 months, as applicable) from the closing of its initial public offering may be considered a liquidating distribution under Delaware law. If the corporation complies with certain procedures set forth in Section 280 of the DGCL intended to ensure that it makes reasonable provision for all claims against it, including a 60-day notice period during which any third-party claims can be brought against the corporation, a 90-day period during which the corporation may reject any claims brought, and an additional 150-day waiting period before any liquidating distributions are made to stockholders, any liability of stockholders with respect to a liquidating distribution is limited to the lesser of such stockholder’s pro rata share of the claim or the amount distributed to the stockholder, and any liability of the stockholder would be barred after the third anniversary of the dissolution.

Furthermore, if the pro rata portion of GACQ’s trust account distributed to its public stockholders upon the redemption of its public shares in the event GACQ do not complete its business combination within 12 months (or 15 or 18 months, as applicable) from the closing of GACQ’s initial public offering, is not considered a liquidating distribution under Delaware law and such redemption distribution is deemed to be unlawful, then pursuant to Section 174 of the DGCL, the statute of limitations for claims of creditors could then be six years after the unlawful redemption distribution, instead of three years, as in the case of a liquidating distribution. If GACQ is unable to complete its business combination within 12 months (or 15 or 18 months, as applicable) from the closing of its initial public offering, GACQ 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 GACQ to pay its taxes (less up to $50,000 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), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of GACQ’s remaining stockholders and their board of directors, dissolve and liquidate, subject in each case to GACQ’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. Accordingly, it is GACQ’s intention to redeem its public shares as soon as reasonably possible following its 18th month and, therefore, GACQ does not

intend to comply with those procedures. As such, GACQ’s stockholders could potentially be liable for any claims to the extent of distributions received by them (but no more) and any liability of its stockholders may extend well beyond the third anniversary of such date.

Because GACQ does not comply with Section 280, Section 281(b) of the DGCL requires GACQ to adopt a plan, based on facts known to GACQ at such time that will provide for its payment of all existing and pending claims or claims that may be potentially brought against it within the subsequent 10 years. However, because GACQ is a blank check company, rather than an operating company, and its operations are limited to searching for prospective target businesses to acquire, the only likely claims to arise would be from its vendors (such as lawyers, investment bankers, etc.) or prospective target businesses. Pursuant to the obligation contained in GACQ’s underwriting agreement dated June 8, 2021, GACQ required that all vendors, service providers, prospective target businesses or other entities with which it does business execute agreements with it waiving any right, title, interest or claim of any kind in or to any monies held in the trust account. As a result of this obligation, the claims that could be made against GACQ are significantly limited and the likelihood that any claim that would result in any liability extending to the trust account is remote. Further, GACQ’s sponsor may be liable only to the extent necessary to ensure that the amounts in the trust account are not reduced below (i) $10.05 per public share or (ii) such lesser amount per public share held in the trust account as of the date of the liquidation of the trust account, due to reductions in value of the trust assets, in each case net of the amount of interest withdrawn to pay taxes and will not be liable as to any claims under GACQ’s indemnity of the underwriters of the initial public offering against certain liabilities, including liabilities under the Securities Act. In the event that an executed waiver is deemed to be unenforceable against a third party, GACQ’s sponsor will not be responsible to the extent of any liability for such third-party claims.

If GACQ files a bankruptcy petition or an involuntary bankruptcy petition is filed against it that is not dismissed, the proceeds held in the trust account could be subject to applicable bankruptcy law, and may be included in GACQ’s bankruptcy estate and subject to the claims of third parties with priority over the claims of its stockholders. To the extent any bankruptcy claims deplete the trust account, GACQ cannot guarantee that it will be able to return $10.05 per share to its public stockholders. Additionally, if GACQ files a bankruptcy petition or an involuntary bankruptcy petition is filed against GACQ that is not dismissed, any distributions received by stockholders could be viewed under applicable debtor/creditor and/or bankruptcy laws as either a “preferential transfer” or a “fraudulent conveyance.” As a result, a bankruptcy court could seek to recover some or all amounts received by GACQ’s stockholders. Furthermore, GACQ’s board of directors may be viewed as having breached its fiduciary duty to its creditors and/or may have acted in bad faith, thereby exposing itself and GACQ to claims of punitive damages, by paying public stockholders from the trust account prior to addressing the claims of creditors. GACQ cannot guarantee that claims will not be brought against it for these reasons.

GACQ’s public stockholders will be entitled to receive funds from the trust account only (i) in the event of the redemption of its public shares if GACQ does not complete its business combination within 12 months (or 15 or 18 months, as applicable) from the closing of its initial public offering, subject to applicable law, (ii) (a) in connection with a stockholder vote to approve an amendment to its amended and restated certificate of incorporation to modify the substance or timing of its obligation to allow redemption in connection with the Business Combination or to redeem 100% of its public shares if GACQ has not consummated an initial business combination within 12 months (or 15 or 18 months, as applicable) from the closing of GACQ’s initial public offering or (b) with respect to any other provision relating to stockholders’ rights or pre-initial business combination activity or (iii) GACQ’s completion of an initial business combination, and then only in connection with those public shares that such stockholder properly elected to redeem, subject to the limitations described in the final prospectus GACQ filed with the SEC on June 10, 2021. In no other circumstances will a stockholder has any right or interest of any kind to or in the trust account.

Each of GACQ’s initial stockholders has agreed to waive its rights to participate in any liquidation of the Trust Account or other assets with respect to any shares of GACQ common stock they hold.

Employees

GACQ currently has one officer, Mr. Ajila, who serves as its Chief Executive Officer and Chief Financial Officer. Mr. Ajila is not obligated to devote any specific number of hours to GACQ’s matters but he intends to devote as much of their time as he deems necessary to GACQ’s affairs until it has consummated the Business Combination. The amount of time he will devote in any time period will vary based on whether a target business has been selected and the stage of the Business Combination process GACQ is in. GACQ does not have any other employees.

Facilities

GACQ’s executive offices are located at 1926 Rand Ridge Court, Marietta, GA 30062 and its telephone number is (404) 939-9419. The cost for GACQ’s use of this space is included in the $10,000 per month fee it pays to ARC Group Limited, its financial advisor, for office space, administrative and support services. GACQ considers its current office space adequate for its current operations.

Legal Proceedings

There is no material litigation, arbitration or governmental proceeding currently pending against GACQ or any members of its management team in their capacity as such.

GACQ has entered into the following agreements to acquire two business combination target companies for the purpose of consummating its initial business combination. Both business combination target companies are in the home decor and fragrance products industry. All capitalized terms used herein, but not otherwise defined, shall have the respective meanings ascribed to such terms in the respective agreements.

On December 13, 2021, GACQ entered into a Stock Purchase Agreement (the “Luminex SPA”) with CLP Luminex Holdings, LLC, a Delaware limited liability company (“Luminex Seller”), and Luminex Home Décor & Fragrance Holding Corporation, a Delaware corporation (“Luminex”). Pursuant to the terms of the Luminex SPA, a business combination between Global Consumer and Luminex will be effected by the acquisition of 100% of the issued and outstanding shares of capital stock of Luminex from Luminex Seller (the “Luminex Stock Acquisition”). Further, on December 13, 2021, Global Consumer entered into a Stock Purchase Agreement (the “GP Global SPA”) by and among Global Consumer, TGP Trading FZCO, a freezone company with limited liability organized in Dubai Airport Free Zone, Dubai, United Arab Emirates (“GP Global Seller”), and GP Global Limited, an offshore company with limited liability organized in Jebel Ali Free Zone, Dubai, United Arab Emirates (“GP Global”). Pursuant to the terms of the GP Global SPA, a business combination between Global Consumer and GP Global will be effected by the acquisition of 100% of the issued and outstanding capital shares of GP Global from GP Global Seller (the “GP Global Stock Acquisition”). Due to his position as the sole owner of GP Global Seller, which is the 100% owner of GP Global, Mr. Gautham Pai, Co-Chairman of the board of GACQ and a member of the Sponsor, recused himself from both the board discussion and the board vote regarding the GP Global Business Combination. After careful consideration, the disinterested members of the board of directors of GACQ have unanimously approved and adopted the GP Global SPA and the transactions contemplated therein. All members of the board of directors of GACQ unanimously approved and adopted the Luminex SPA and the transactions contemplated therein. The consummation of the Luminex Stock Acquisition is not conditioned on the consummation of the GP Global Stock Acquisition. However, the GP Global Stock Acquisition is conditioned on the consummation of the Luminex Stock Acquisition.

Purchaser Support Agreement

In connection with the execution of the Luminex SPA, certain stockholders of Global Consumer entered into a support agreement (the “Purchaser Support Agreement”) pursuant to which the stockholders of Global Consumer that are parties to the Purchaser Support Agreement have agreed to vote all shares of common stock of Global Consumer beneficially owned by them in favor of the Luminex SPA and related transactions.

Escrow Agreement

At Closing, Global Consumer and Luminex Seller will enter into an escrow agreement (the “Escrow Agreement”) with KeyBank National Association (the “Escrow Agent”) pursuant to which Global Consumer will deposit, on the Closing Date from the purchase price payable by Global Consumer to Luminex Seller in the Luminex Stock Acquisition, an aggregate amount consisting of (a) $5,000,000 and (b) the RWI Retention Amount, into separate escrow accounts maintained by the Escrow Agent, to satisfy (i) any negative adjustment to the Estimated Purchase Price under the Luminex SPA and (ii) amounts owed to Global Consumer or any other indemnitee in respect of Luminex Seller’s indemnification obligations under the Luminex SPA, respectively.

Lock-Up Agreement

In connection with the Closing of the GP Global Stock Acquisition, GP Global Seller will agree, subject to certain customary exceptions, not to (i) sell, offer to sell, contract or agree to sell, pledge or otherwise dispose of, directly or indirectly, any of the Acquisition Consideration Shares held by them (such shares, together with any securities convertible into or exchangeable for or representing the rights to receive shares of Purchaser Common Stock, if any, acquired during the lock-up period, the “Lock-up Shares”), (ii) enter into a

transaction that would have the same effect, (iii) enter into any swap, hedge or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Lock-Up Shares or otherwise or engage in any short sales or other arrangement with respect to the Lock-Up Shares or (iv) publicly announce any intention to effect any transaction specified in clause (i) or (ii) until the the end of the lock-up period.

Amended Registration Rights Agreement

At the Closing, Global Consumer will enter into an amended and restated registration rights agreement (the “Amended and Restated Registration Rights Agreement”) with certain existing stockholders of Global Consumer with respect to the shares of Global Consumer’s common stock they own at the Closing, and with GP Global Seller who will be an affiliate of Global Consumer with respect to the Acquisition Consideration Shares after the Closing. The Amended and Restated Registration Rights Agreement will provide certain demand registration rights and piggyback registration rights to the stockholders, subject to underwriter cutbacks and issuer blackout periods. Global Consumer will agree to pay certain fees and expenses relating to registrations under the Amended and Restated Registration Rights Agreement.

The foregoing agreements, including the Luminex SPA, the GP Global SPA, the Purchaser Support Agreement and the form of Escrow Agreement, were filed with the Current Report on Form 8-K on December 13, 2021 as Exhibits 2.1, 2.2, 10.1 and 10.2, respectively, and the terms of which are incorporated by reference herein.

ITEM 1A.RISK FACTORS

As a smaller reporting company, we are not required to make disclosures under this Item.

ITEM 1B.UNRESOLVED STAFF COMMENTS

Not applicable.

ITEM 2.PROPERTIES

Our executive offices are located at 1926 Rand Ridge Court, Marietta, GA 30062 and our telephone number is (404) 939-9419. The cost for our use of this space is included in the $10,000 per month fee we pay to ARC Group Limited, our financial advisor, for office space, administrative and support services. We consider our current office space adequate for our current operations.

ITEM 3.LEGAL PROCEEDINGS

We may be subject to legal proceedings, investigations and claims incidental to the conduct of our business from time to time. We are not currently a party to any material litigation or other legal proceedings brought against us. We are also not aware of any legal proceeding, investigation or claim, or other legal exposure that has a more than remote possibility of having a material adverse effect on our business, financial condition or results of operations.

ITEM 4.MINE SAFETY DISCLOSURES

Not Applicable.

PART II

ITEM 5.MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Our units began to trade on The Nasdaq Capital Market, or Nasdaq, under the symbol “GACQU” on June 9, 2021. The warrants and shares of common stock comprising the units began separate trading on Nasdaq on July 30, 2021, under the symbols “GACQW” and “GACQ”, respectively.

Holders of Record

As of December 31, 2021, there were 20,948,781 of our shares of Common Stock issued and outstanding held by 5 stockholders of record. The number of record holders was determined from the records of our transfer agent and does not include beneficial owners of shares of Common Stock whose shares are held in the names of various security brokers, dealers, and registered clearing agencies.

Dividends

We have not paid any cash dividends on our Common Stock to date and do not intend to pay cash dividends prior to the completion of an initial business combination. The payment of cash dividends in the future will be dependent upon our revenues and earnings, if any, capital requirements and general financial condition subsequent to completion of a business combination. The payment of any dividends subsequent to a business combination will be within the discretion of our board of directors at such time. It is the present intention of our board of directors to retain all earnings, if any, for use in our business operations and, accordingly, our board of directors does not anticipate declaring any dividends in the foreseeable future. In addition, our board of directors is not currently contemplating and does not anticipate declaring any share dividends in the foreseeable future. Further, if we incur any indebtedness, our ability to declare dividends may be limited by restrictive covenants we may agree to in connection therewith.

Securities Authorized for Issuance Under Equity Compensation Plans

None.

Recent Sales of Unregistered Securities

None.

Use of Proceeds

On June 11, 2021, the Company consummated the IPO of 17,000,000 units (the “Units”). Each Unit consists of one share of common stock, $0.0001 par value (“Common Stock”) and one half of one redeemable warrant (“Warrants”), with each whole warrant entitles the holder thereof to purchase one share of the Company’s common stock at a price of $11.50 per share, subject to certain adjustment as described in the registrant’s final prospectus filed with the SEC on June 10, 2021 (the “Prospectus”). The Units were sold at an offering price of $10.00 per Unit, generating gross proceeds of $170,000,000. The Company granted the underwriters a 45-day option to purchase up to 2,550,000 additional Units to cover over-allotments, if any.

Simultaneously with the closing of the IPO, the Company consummated the private placement (“Private Placement”) with Global Consumer Acquisition LLC of 431,510 units (the “Private Units”), generating total proceeds of $4,315,100.

Subsequently, on June 14, 2021, the underwriters exercised the over-allotment option in part, and the closing of the issuance and sale of the additional Units occurred (the “Over-Allotment Option Units”) on June 16, 2021. The total aggregate issuance by the Company of 1,263,000 units at a price of $10.00 per unit resulted in total gross proceeds of $12,630,000. On June 16, 2021, simultaneously with the sale of the Over-Allotment Option Units, the Company consummated the private sale of an additional 22,102 Private Units, generating gross proceeds of $221,020. 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.

On June 16, 2021, the underwriters canceled the remainder of the over-allotment option. In connection with the cancellation of the remainder of the over-allotment option, the Company has canceled an aggregate of 321,750 shares of Common Stock issued to certain stockholders of the Company prior to the IPO and Private Placement.

A total of $183,543,150 of the net proceeds from the sale of Units in the initial public offering (including the Over-Allotment Option Units) and the Private Placements on June 11, 2021 and June 16, 2021, were placed in a trust account established for the benefit of the Company’s public stockholders.

As of December 31, 2021, a total of $183,570,432 was held in the Trust Account, $183,543,150 of which is the proceeds from the IPO and Private Placement and $27,282 of which was interest income generated by the proceeds in Trust.

For a description of the use of the proceeds generated in our initial public offering, see below Part II, Item 7 – Management’s Discussion and Analysis of Financial Condition and Results of Operations of this Form 10-K.

Purchases of Equity Securities by the Issuer and Affiliated Purchasers

None.

ITEM 6.[RESERVED]

ITEM 7.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our audited financial statements and the notes related thereto which are included in “Item 8. Financial Statements and Supplementary Data” of this Annual Report on Form 10-K. Certain information contained in the discussion and analysis set forth below includes forward-looking statements. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of many factors, including those set forth under “Special Note Regarding Forward-Looking Statements,” “Item 1A. Risk Factors” and elsewhere in this Annual Report on Form 10-K.

Overview

We are a blank check company formed under the laws of the State of Delaware on December 28, 2020 for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more businesses. We intend to effectuate our business combination using cash from the proceeds of the initial public offering and the sale of the private placement units, our capital stock, debt or a combination of cash, stock and debt.

We expect to continue to incur significant costs in the pursuit of our acquisition plans. We cannot assure you that our plans to complete a business combination will be successful.

Results of Operations

We have neither engaged in any operations nor generated any revenues to date. Our only activities from inception through December 31, 2021 were organizational activities and those necessary to prepare for the initial public offering, described below. We do not expect to generate any operating revenues until after the completion of our business combination. We expect to generate non-operating income in the form of interest income on marketable securities held after the initial public offering. We incur expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses.

For the year ended December 31, 2021, we had a net income of $1,143,620, which consists of operating costs of $2,327,118, franchise tax expense of $113,648, offering costs allocated to warrants of $450,846 and partially offset by realized and unrealized gain from marketable securities held in the Trust Account of $27,282 and change in fair value of warrant liability of $4,007,950.

Liquidity and Capital Resources

As of December 31, 2021, we had cash and marketable securities of $183,570,432 held in the Trust Account. We intend to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account (which interest shall be net of taxes payable and excluding deferred underwriting commissions) to complete our initial Business Combination. To the extent that our common stocks or debt is used, in whole or in part, as consideration to complete our initial Business Combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.

As of December 31, 2021, we had cash of $257,271 outside of the Trust Account. We intend to use the funds held outside the Trust Account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete our initial Business Combination.

In order to fund working capital deficiencies or finance transaction costs in connection with a business combination, our Sponsor or an affiliate of our Sponsor or certain of our officers and directors may, but are not obligated to, loan us funds as may be required. If we complete a business combination, we may repay such loaned amounts out of the proceeds of the trust account released to us. In the event that a business combination does not close, we may use a portion of the working capital held outside the trust account to repay such loaned amounts, but no proceeds from our trust account would be used for such repayment. Up to $1,500,000 of such loans may be convertible into units, at a price of $10.00 per unit, at the option of the lender. The units would be identical to the private placement units.

We do not believe we will need to raise additional funds in order to meet the expenditures required for operating our business. However, if our estimate of the costs of identifying a target business, undertaking in-depth due diligence and negotiating a business combination are less than the actual amount necessary to do so, we may have insufficient funds available to operate our business prior to our business combination. Moreover, we may need to obtain additional financing either to complete our business combination or because we become obligated to redeem a significant number of our public subunits upon consummation of our business combination, in which case we may issue additional securities or incur debt in connection with such business combination. Subject to compliance with applicable securities laws, we would only complete such financing simultaneously with the completion of our business combination. If we are unable to complete our business combination because we do not have sufficient funds available to us, we will be forced to cease operations and liquidate the trust account. In addition, following our business combination, if cash on hand is insufficient, we may need to obtain additional financing in order to meet our obligations.

Off-Balance Sheet Arrangements

We did not have any off-balance sheet arrangements as of December 31, 2021.

Contractual Obligations

We do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities, other than described below.

The underwriters are entitled to a deferred fee of $0.325 per unit, or $5,935,475 in the aggregate. The deferred fee will become payable to the underwriters solely in the event that the Company completes a business combination, subject to the terms of the underwriting agreement.

The preparation of financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and income and expenses during the period reported. Actual results could materially differ from those estimates. We have not identified any critical accounting policies.

Recent Accounting Standards

In August 2020, the FASB issued Accounting Standards Update (“ASU”) No. 2020-06, “Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity” (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current U.S. GAAP. The ASU also removes certain settlement conditions that are required for equity-linked contracts to qualify for the derivative scope exception, and it simplifies the diluted earnings per share calculation in certain areas. The Company adopted ASU 2020-06 on December 28, 2020. Adoption of the ASU did not impact the Company’s financial position, results of operations or cash flows.

Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on our financial statements.

Critical Accounting Policies

The preparation of financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and income and expenses during the periods reported. Actual results could materially differ from those estimates. We have identified the following critical accounting policies:

Warrant Liabilities

The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815-15. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. In accordance with ASC 825-10 ”Financial Instruments”, offering costs attributable to the issuance of the derivative warrant

liabilities have been allocated based on their relative fair value of total proceeds and are recognized in the statement of operations as incurred.

The 9,131,500 warrants issued in connection with the Initial Public Offering (the “Public Warrants”) and the 226,806 Private Placement Warrants are recognized as derivative liabilities in accordance with ASC 815-40. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjust the instruments to fair value at each reporting period. The liabilities are subject to re-measurement at each balance sheet date until exercised. The fair value of the Public Warrants issued in connection with the Public Offering and Private Placement Warrants have been estimated using a Monte Carlo simulation model each measurement date. Derivative warrant liabilities are classified as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities.

Common Stocks Subject to Possible Redemption

We account for our common stocks subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” common stocks subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stocks (including common stocks that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within our control) is classified as temporary equity. At all other times, common stocks are classified as stockholders’ equity (deficit). Our common stocks feature certain redemption rights that are considered to be outside of our control and subject to occurrence of uncertain future events. Accordingly, as of December 31, 2021, 18,263,000 shares of common stock subject to possible redemption are presented at redemption value as temporary equity, outside of the stockholders’ deficit section of our interim balance sheets.

Net Income Per Common Stock

We apply the two-class method in calculating earnings per share. The contractual formula utilized to calculate the redemption amount approximates fair value. The Class feature to redeem at fair value means that there is effectively only one class of stock. Changes in fair value are not considered a dividend of the purposes of the numerator in the earnings per share calculation. Net income per common stock is computed by dividing the pro rata net loss between the redeemable shares and the non-redeemable shares by the weighted average number of common stocks outstanding for each of the periods. The calculation of diluted income per common stock does not consider the effect of the warrants issued in connection with the IPO since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. The warrants are exercisable for 9,358,306 shares of common stock in the aggregate.

ITEM 7A.Quantitative and Qualitative Disclosures about Market Risk

As of December 31, 2021, we were not subject to any market or interest rate risk. Following the consummation of our IPO, the net proceeds of our IPO, including amounts in the Trust Account, have been invested in U.S. government treasury obligations with a maturity of 185 days or less or in certain money market funds that invest solely in U.S. treasuries. Due to the short-term nature of these investments, we believe there will be no associated material exposure to interest rate risk.

ITEM 8.Financial Statements and Supplementary Data

This information appears following Item 15 of this Report and is included herein by reference.

ITEM 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

None.

ITEM 9A.Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is accumulated and

communicated to our management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.

Evaluation of Disclosure Controls and Procedures

We do not expect that our disclosure controls and procedures will prevent all errors and all instances of fraud. Disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met. Further, the design of disclosure controls and procedures must reflect the fact that there are resource constraints, and the benefits must be considered relative to their costs. Because of the inherent limitations in all disclosure controls and procedures, no evaluation of disclosure controls and procedures can provide absolute assurance that we have detected all our control deficiencies and instances of fraud, if any. The design of disclosure controls and procedures also is based partly on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

As required by Rules 13a-15 and 15d-15 under the Exchange Act, our Chief Executive Officer and Chief Financial Officer carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures. Based upon their evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, solely due to the Company’s lack of ability to account for complex financial instrument, the Company’s disclosure controls and procedures (as defined in Rules 13a-15 (e) and 15d-15 (e) under the Exchange Act) were not effective as of December 31, 2021.

A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis. In connection with the evaluation of the SEC Statement and management’s subsequent re-evaluation of its Prior Financials, the Company determined that there were errors in its accounting for its warrants. Management concluded that a deficiency in internal control over financial reporting existed relating to the accounting treatment for complex financial instruments and that the failure to properly account for such instruments constituted a material weakness. This material weakness resulted in the need to restate the Prior Financials.

Changes in Internal Control Over Financial Reporting

There was no change in our internal control over financial reporting that occurred during the fiscal year ended December 31, 2021 covered by this Annual Report on Form 10-K that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting, with the exception of the below.

The Chief Executive Officer and Chief Financial Officer performed additional accounting and financial analyses and other post-closing procedures including consulting with subject matter experts related to the accounting for Temporary Equity and the restatement of the Prior Financials. The Company’s management has expended, and will continue to expend, a substantial amount of effort and resources for the remediation of the material weakness and improvement of our internal control over financial reporting. While we have processes to properly identify and evaluate the appropriate accounting technical pronouncements and other literature for all significant or unusual transactions, we have expanded and will continue to improve these processes to ensure that the nuances of such transactions are effectively evaluated in the context of the increasingly complex accounting standards.

ITEM 9B.Other Information.

None.

PART III

ITEM 10.Directors, Executive Officers and Corporate Governance.

The following table sets forth information about our directors and executive officers as of March 25, 2022.

Name	Age	Position
Rohan Ajila	54	Chief Executive Officer, Chief Financial Officer and Director Nominee, Co-Chairman of the Board of Directors
Gautham Pai	47	Director Nominee, Co-Chairman of the Board of Directors
Art Drogue	76	Independent Director Nominee
Tom Clausen	60	Independent Director Nominee
Denis Tse	46	Independent Director Nominee

Mr. Rohan Ajila has been our Chief Executive Officer and Chief Financial Officer since inception. He has also been our Co-Chairman of the Board of Directors since June 2021. Mr. Ajila is a business leader with over 20 years of experience in investment management, mergersand acquisitions, as an entrepreneur, operator and private equity (PE) investor for both privately held and public companies. Since January 2016, Mr. Ajila has been serving as the Managing Partner of FIDES Business Partner, a private equity firm based in Zurich aimed at acquiring a majority stake in European companies and proactively assisting them in areas such as strategy, cost management and operational implementation. From January 2007 to May 2018, Mr. Ajila served as the Managing Partner at Capvent AG, a private equity manager which he helped build to over US$ 1.2 Billion AUM and has offices in Switzerland, India, China and the US. The firm invested in 120+ PE funds across strategies and geographic regions and met with more than 1000 GPs. At Capvent, Mr. Ajila also served as the Managing Partner of a direct PE fund set-up to invest in consumer companies in Asia, particularly China and India, with Unilever Corporate Ventures as a strategic investor in the fund. Mr. Ajila is also the Founding Director of an Indo-German joint venture with the Heinz Group set up primarily to bring in the global capabilities to manufacture high-end cosmetic glass in India for global cosmetic companies/brands since December 2015. In 1993, Mr. Ajila received his MBA degree from the University of Houston, TX. In 1991, Mr. Ajila received his BBA degree from the University of Houston, TX. We believe Mr.Ajila is qualified to serve on our board due to his expertise in investment and merger transactions, as well as his extensive experience in deploying capital in a variety of sectors and geographic regions.

Mr. Gautham Pai has been the Co-Chairman of the Board of Directors since June 2021. A business leader with over 20 years of operational experience, he oversees multiple businesses that have global operations and leadership teams. In 1996, Mr. Pai completed his bachelor’s degree in Printing Technology from the Manipal Institute of Technology (MIT). Mr. Pai has been serving as the Managing Director and Executive Chairman of The Manipal Group since May 2006. Throughout his career, Mr. Pai has guided his portfolio companies through rapid growth and built a conglomerate comprising of business interests in consumer industrials, consumer products, Banking, Financial Services, and Insurance (BFSI) (that includes payment & identification solutions, financial and digital inclusion), with operations spanning across North America, Asia and Africa. He has led the inorganic growth of the group in the consumer industrials market by acquiring companies in adjacencies, strengthening the leadership team, scaling the revenue by 2x, which has enhanced the stockholder value by 2.3x.

Over the last 15 years, Mr. Pai has played a significant role in increasing Manipal Group’s revenue growth by more than 20x. He has brought in stringent financial governance, built a strong management team that has industry expertise, built a professional management board, and has provided strategic direction to the group. He also has a vast amount of knowledge in raising growth capital through cross-border deals, advocated business translocations, and signed strategic JVs with partners from the US, Italy, Thailand and South America. These strategic moves have helped in the rapid scale-up of the businesses to gain leadership positions in their respective sectors. He has also incubated ventures in the technology and financial technology sector and has been an active angel investor in the dynamic Indian start-up landscape with over twenty investments and has mentored early-stage entrepreneurs. We strongly believe Mr Pai is qualified to serve on our board owing to his operating experience in global business management and his ability in raising capital for various business entities.

Mr. Art Drogue has been one of our independent directors since June 2021. Since January 2011, Mr. Drogue’s extensive experience in the Consumer industry from an operational, strategic and investment management perspective working closely with several private equity groups in the consumer sector in the US coupled with his deep management experience in senior leadership roles across SPAR, Best Foods, Unilever, Nabisco and General Mills, make him a valuable addition to our board of directors. Since 2011, Mr. Drogue has served as director of Ruiz foods, a leading U.S. Mexican Frozen Food Brand. Since 2011, Mr. Drogue has also been serving as founding partner for the Resource Team, a consumer packaged goods consulting practice. During his stint with Unilever, Mr. Drogue led the $18

billion Americas sales organization in theU.S., Canada, Latin America. Mr. Drogue is also board chairman and director at several early-stage consumer businesses. Mr. Drogue was awarded the William H. Albers award for his many years of leadership in the consumer industry. Mr. Drogue completed the food executive program from Cornell University in 1981 and received his bachelor’s degree in Economics from Stetson University in 1970. We believe Dr. Drogue is qualified to serve on our board based on his extensive expertise in the consumer industry and his leadership in analyzing and implementing business strategies in many geographical regions.

Mr. Tom Clausen has been one of our independent directors since June 2021. Mr. Clausen has over 30 years of global investment experience. Since February 2016, Mr. Clausen has been serving as the Managing Partner and Shareholder of FIDES Business Partner, a private equity firm based in Zurich where he helped execute the direct investment strategy with a focus on Swiss SME companies and consumer companies. Mr. Clausen helped build and cultivate the cross-border bridge between Switzerland and India/China, leveraging his network. Mr. Clausen co-founded Capvent AG and has been serving as the Managing Partner since July 2000, private equity manager which he helped build to over US$ 1.2 Billion AUM and has offices in Switzerland, India, China and the US; the firm invested in 120+ PE funds across strategies and geographic regions and met with more than 1000 GPs. Since January 2016, Mr. Clausen has also been serving as the Head of Business Development and shareholder of FlowGen Development & Management AG, a Swiss renewable energy company that offers turnkey decentralized power generation systems combining its proprietary small wind turbines with solar and storage. Mr. Clausen served as the Executive Director of Societe Generale in Zurich and London from 1998 to 2000 and served as the Member of Senior Management of Credit Swiss First Boston in San Francisco, USA from 1991 to 1998, focusing on rapidly growing technology companies. In 1996, Mr. Clausen received his Executive MBA degree from the University of San Francisco with Beta Gamma Sigma Honors. In 1988, Mr. Clausen received his bachelor’s degree in Law from the University of Zurich. We believe Mr. Clausen is qualified to serve on our board based on his practical experience in the areas of finance, investment, and cross-border transactions.

Mr. Denis Tse has been one of our independent directors since June 2021. Mr. Tse has more than 20 years of investing experience in private equity and venture capital, and his extensive experience in the areas of finance, strategy and investing, particularly in the technology sector, makes him a valuable addition to our board of directors. Mr. Tse has been serving as the CEO of ACE Equity Partners International Pte. Ltd. since March 2020, the international arm of ACE Equity Partners LLC, an Asian cross-border technology private equity firm with over US$1 billion of assets under management. Since May 2020, Mr. Tse has been serving as the co-founder and director of ACE Convergence Acquisition Corp. (NASDAQ:ACEV), Asia’s first private equity-sponsored technology-focused SPAC listed in the US. Mr. Tse has more than 20 years of investing experience in private equity and venture capital, including six years (2009-2015) as the Head of Asia for Private Investments with Lockheed Martin Investment Management Company, where he was named "40 under 40" by Chief Investment Officer magazine. Mr. Tse was also the first Kauffman Fellow from an Asian venture capital firm. Mr. Tse serves on the China Leadership Board of the School of Global Policy & Strategy at University of California — San Diego, as well as on the Advisory Board of the School of Education & Social Policy at Northwestern University. Mr. Tse earned his MBA degree from INSEAD in 2003, and his BSc. with Honor from Northwestern University in 1998. We believe Mr. Tse is qualified to serve on our board based on his academic and practical experience in the areas of finance, strategy and investing, especially in the technology industry.

Family Relationships

There are no family relationships among any of the Company’s directors or executive officers.

Board Composition

The Company’s business and affairs is organized under the direction of its board of directors. The Company’s Board is chaired by Mr. Ajila and Mr. Pai. The primary responsibilities of the Company’s Board is to provide oversight, strategic guidance, counseling and direction to the Company’s management. The Company’s Board meets on a regular basis and additionally as required. The Company’s Board consists of five members.

Our officers are appointed by the board of directors and serve at the discretion of the board of directors, rather than for specific terms of office. Our board of directors is authorized to appoint persons to the offices set forth in our bylaws as it deems appropriate. Our bylaws provide that our officers may consist of one or more Chairmen of the Board, one or more Chief Executive Officers, a President, a Chief Financial Officer, Vice Presidents, Secretary, Treasurer, Assistant Secretary and such other offices as may be determined by the board of directors.

Director Independence

Nasdaq listing standards require that a majority of our board of directors be independent. An “independent director” is defined generally as a person other than an officer or employee of the company or its subsidiaries or any other individual having a relationship which in the opinion of the company’s board of directors, would interfere with the director’s exercise of independent judgment in carrying out the responsibilities of a director. Our board of directors has determined that Tom Clausen, Denis Tse, and Art Drogue are “independent directors” as defined in the Nasdaq listing standards and applicable SEC rules. Our audit committee is entirely composed of independent directors meeting Nasdaq’s additional requirements applicable to members of the audit committee. Our independent directors have regularly scheduled meetings at which only independent directors are present.

Committees of the Company’s Board

The Company’s Board has the authority to appoint committees to perform certain management and administration functions. GACQ’s current Board has established an audit committee, a compensation committee, and a nominating and corporate governance committee. The composition and responsibilities of each committee are described below. Members will serve on these committees until their resignation or until otherwise determined by the Company’s Board.

Audit Committee

We have established an audit committee of the board of directors that will continue after the consummation of the Business Combination. Tom Clausen, Denis Tse and Art Drogue serve as members of our audit committee, with Mr. Clausen serving as the Chairman of the audit committee. Under the Nasdaq listing standards and applicable SEC rules, we are required to have at least three members of the audit committee, all of whom must be independent, subject to certain phase-in provisions. Each such person meets the independent director standard under Nasdaq listing standards and under Rule 10-A-3(b)(1) of the Exchange Act.

Each member of the audit committee is financially literate and our board of directors has determined that Mr. Clausen qualifies as an “audit committee financial expert” as defined in applicable SEC rules.

We have adopted an audit committee charter, which details the principal functions of the audit committee, including:

●

the appointment, compensation, retention, replacement, and oversight of the work of the independent registered public accounting firm and

●

pre-approving all audit and permitted non-audit services to be provided by the independent registered public accounting firm or any other registered and procedures;

●

reviewing and discussing with the independent registered public accounting firm all relationships the independent registered public accounting

●

setting clear hiring policies for employees or former employees of the independent registered public accounting firm;

●

setting clear policies for audit partner rotation in compliance with applicable laws and regulations;

●

obtaining and reviewing a report, at least annually, from the independent registered public accounting firm describing (i) the independent material issues raised by the most recent internal quality-control review, or peer review, of the audit firm, or by any inquiry or investigation by one or more independent audits carried out by the firm and any steps taken to deal with such issues;

●

reviewing and approving any related party transaction required to be disclosed pursuant to Item 404 of Regulation S-K promulgated by the SEC

●

reviewing with management, the independent registered public accounting firm, and our legal advisors, as appropriate, any legal, regulatory agencies and any employee complaints or published reports that raise material issues regarding our financial statements or accounting policies Financial Accounting Standards Board, the SEC or other regulatory authorities.

Compensation Committee

We have established a compensation committee of the board of directors that will continue after the consummation of the Business Combination. Art Drogue, Denis Tse and Tom Clausen serve as members of our compensation committee, with Mr. Drogue serving as the chairman of the compensation committee.

Under the Nasdaq listing standards and applicable SEC rules, we are required to have at least two members of the compensation committee, all of whom must be independent, subject to certain phase-in provisions. Each such person meets the independent director standard under Nasdaq listing standards applicable to members of the compensation committee.

We have adopted a compensation committee charter, which details the principal functions of the compensation committee, including:

●

reviewing and approving on an annual basis the corporate goals and objectives relevant to our Chief Executive Officer’s compensation, evaluating and determining and approving the remuneration (if any) of our Chief Executive Officer based on such evaluation;

●

reviewing and approving on an annual basis the compensation of all of our other officers;

●

reviewing on an annual basis our executive compensation policies and plans;

●

implementing and administering our incentive compensation equity-based remuneration plans;

●

assisting management in complying with our proxy statement and annual report disclosure requirements;

●

approving all special perquisites, special cash payments and other special compensation and benefit arrangements for our officers and employees;

●

if required, producing a report on executive compensation to be included in our annual proxy statement; and

●

reviewing, evaluating and recommending changes, if appropriate, to the remuneration for directors.

The charter also provides that the compensation committee may, in its sole discretion, retain or obtain the advice of a compensation consultant, legal counsel or other adviser and will be directly responsible for the appointment, compensation and oversight of the work of any such adviser. However, before engaging or receiving advice from a compensation consultant, external legal counsel or any other adviser, the compensation committee will consider the independence of each such adviser, including the factors required by Nasdaq and the SEC.

Nominating and Corporate Governance Committee

We do not have a standing nominating committee. In accordance with Rule 5605(e)(2) of the Nasdaq Rules, a majority of the independent directors may recommend a director nominee for selection by the board of directors. The board of directors believes that the independent directors can satisfactorily carry out the responsibility of properly selecting or approving director nominees without the formation of a standing nominating committee. As there is no standing nominating committee, we do not have a nominating committee charter in place.

The board of directors will also consider director candidates recommended for nomination by our stockholders during such times as they are seeking proposed nominees to stand for election at the next annual meeting of stockholders (or, if applicable, a special meeting of stockholders). Our stockholders that wish to nominate a director for election to our board of directors should follow the procedures set forth in our bylaws.

Compensation Committee Interlocks and Insider Participation

None of our officers currently serves, and in the past year have not served, as a member of the compensation committee of any entity that has one or more officers serving on our board of directors.

Code of Business Conduct and Ethics

We have adopted a Code of Ethics applicable to our directors, officers and employees. You are able to review such document by accessing our public filings at the SEC’s web site at www.sec.gov. In addition, a copy of the Code of Ethics will be provided without charge upon request from us. We intend to disclose any amendments to or waivers of certain provisions of our Code of Ethics in a Current Report on Form 8-K.

Compensation Committee Interlocks and Insider Participation

None

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Exchange Act requires our executive officers, directors and persons who beneficially own more than 10% of a registered class of our equity securities to file with the SEC initial reports of ownership and reports of changes in ownership of our shares of Common Stock and other equity securities. These executive officers, directors, and greater than 10% beneficial owners are required by SEC regulation to furnish us with copies of all Section 16(a) forms filed by such reporting persons.

Based solely on our review of such forms furnished to us and written representations from certain reporting persons, we believe that all filing requirements applicable to our executive officers, directors and greater than 10% beneficial owners were filed in a timely manner.

Item 11. Executive Compensation.

Employment Agreements

We have not entered into any employment agreements with our executive officers and have not made any agreements to provide benefits upon termination of employment.

Executive Officers and Director Compensation

No executive officer has received any cash compensation for services rendered to us. We currently pays an affiliate of our Chief Executive Officer an aggregate fee of $10,000 per month for providing us with office space and certain office and secretarial services. However, this arrangement is solely for our benefit and is not intended to provide our Chief Executive Officer compensation in lieu of a salary.

Our officers and directors will also 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. There is no limit on the amount of out-of-pocket expenses reimbursable by us provided, however, that to the extent such expenses exceed the available proceeds not deposited in the trust account, such expenses would not be reimbursed by us unless we consummate an initial business combination. Our audit committee will review and approve all reimbursements made to our sponsor, officers, directors or their respective affiliates, with any interested director abstaining from such review and approval.

After our initial business combination, members of our management team who remain with us may be paid consulting, management or other fees from the Company with any and all amounts being fully disclosed to stockholders, to the extent then known, in the proxy solicitation materials furnished to our stockholders. However, the amount of such compensation may not be known at the time of the stockholder meeting held to consider our initial business combination, as it will be up to the directors of the post-combination business to determine executive and director compensation. In this event, such compensation will be publicly disclosed at the time of its determination in a Current Report on Form 8-K or a periodic report, as required by the SEC.

ITEM 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

The following table sets forth as of March 25, 2022 the number of shares of Common Stock beneficially owned by (i) each person who is known by us to be the beneficial owner of more than five percent of our issued and outstanding shares of Common Stock (ii) each of our officers and directors; and (iii) all of our officers and directors as a group. As of March 25, 2022, we had 23,282,362 shares of Common Stock issued and outstanding, which includes shares of common stock underlying the units and warrants.

Unless otherwise indicated, we believe that all persons named in the table have sole voting and investment power with respect to all shares of Common Stock beneficially owned by them. The following table does not reflect record of beneficial ownership of the warrants included in the units or the private warrants issued pursuant to the Company’s initial public offering as these warrants are not exercisable within 60 days of the date hereof.


	Number of	% of
	Shares	Outstanding
	Beneficially	Shares of
Name and Address of Beneficial Owner⁽¹⁾	Owned⁽²⁾	Common Stock
Directors and Executive Officers of GACQ:
Rohan Ajila₍₃₎	4,827,500	20.73	%
Gautham Pai₍₃₎	4,827,500	20.73	%
Sanjiv Das₍₃₎	4,827,500	20.73	%
Art Drogue	20,000	*
Tom Clausen	20,000	*
Dennis Tse	20,000	*
Directors and Executive Officers of GACQ as a Group (6 Individuals).	4,887,500	20.99	%
GACQ’s and the Combined Company 5% Stockholders:
Global Consumer Acquisition LLC₍₃₎	4,827,500	20.73	%
Radcliffe Capital Management, L.P.₍₄₎	1,680,000	7.22	%
D. E. Shaw Valence Portfolios, L.L.C.₍₅₎	1,680,000	7.22	%
Highbridge Capital Management, LLC₍₆₎	1,939,822	8.33	%
Boothbay Fund Management, LLC₍₇₎	1,680,000	7.22	%
Polar Asset Management Partners, Inc.₍₈₎	1,680,000	7.22	%
Yakira Capital Management, Inc.₍₉₎	1,426,855	6.13	%
*Less than 1%.

(1)

Unless otherwise indicated, the business address of each of the following entities or individuals is c/o Global Consumer Acquisition Corp., 1926 Rand Ridge Court, Marietta, GA 30062.

(2)

Does not include beneficial ownership of any shares of common stock underlying outstanding private warrants.

(3)

Global Consumer Acquisition LLC, our sponsor, is the record holder of the founder shares reported herein. The managers of our sponsor, Messrs. Ajila, Pai and Das, by virtue of their shared control over our sponsor, may be deemed to beneficially own shares held by our sponsor.

(4)

Pursuant to a Schedule 13G filed on June 17, 2021. The address for the Reporting Persons is 50 Monument Road, Suite 300, Bala Cynwyd, PA 19004. Radcliffe Capital Management, L.P. is the relevant entity for which RGC Management Company, LLC, Steven B. Katznelson and Christopher Hinkel may be considered control persons and share in voting and dispositive power. Radcliffe SPAC Master Fund, L.P. is the relevant entity for which Radcliffe SPAC GP, LLC, Steven B. Katznelson and Christopher Hinkel may be considered control persons and share in voting and dispositive power. The Reporting Persons specifically disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein.

(5)

Pursuant to a Schedule 13G filed on June 21, 2021. The address for the Reporting Persons is 1166 Avenue of the Americas, 9th floor, NY, NY 10036. David E. Shaw does not own any Units directly. By virtue of David E. Shaw’s position as President and sole shareholder of D. E. Shaw & Co., Inc., which is the general partner of D. E. Shaw & Co., L.P., which in turn is the investment adviser of D. E. Shaw Valence Portfolios, L.L.C., and by virtue of David E. Shaw’s position as President and sole shareholder of D. E. Shaw & Co. II, Inc., which is the managing member of D. E. Shaw & Co., L.L.C., which in turn is the manager of D. E. Shaw Valence Portfolios, L.L.C., David E. Shaw may be deemed to have the shared power to vote or direct the vote of, and the shared power to dispose or direct the disposition of, the 1,680,000 shares of common stock and, therefore, David E. Shaw may be deemed to be the beneficial owner of such Units. David E. Shaw disclaims beneficial ownership of such 1,680,000 shares of common stock.

(6)

Pursuant to a Schedule 13G filed on February 9, 2022. The address for the Reporting Person is 277 Park Avenue, 23rd Floor, New York, New York 10172. Highbridge Capital Management, LLC, as the trading manager of Highbridge Tactical Credit Master Fund, L.P. and Highbridge SPAC Opportunity Fund, L.P. (collectively, the “Highbridge Funds”), may be deemed to be the beneficial owner of the 1,347,700 shares of Common Stock held by the Highbridge Funds. Highbridge Capital Management,

LLC may be deemed to beneficially own approximately 5.78% of the outstanding shares of Common Stock. The foregoing should not be construed in and of itself as an admission by the Reporting Person as to beneficial ownership of the shares of Common Stock held by the Highbridge Funds.

(7)

Pursuant to a Schedule 13G filed on June 21, 2021. The address for the Reporting Person is 140 East 45th Street, 14th Floor, New York, New York 10017. The Units are held by Boothbay Absolute Return Strategies LP and one or more private funds (the “Funds”), which are managed by Boothbay Fund Management, LLC, a Delaware limited liability company (the “Adviser”). The Adviser, in its capacity as the investment manager of the Funds, has the power to vote and the power to direct the disposition of all Units held by the Funds. Ari Glass is the Managing Member of the Adviser. Accordingly, for the purposes of Reg. Section 240.13d-3, the reporting persons herein may be deemed to beneficially own an aggregate of 1,680,000 Shares, or 7.22% of the 23,282,362 Shares that are issued and outstanding. The foregoing shall not be deemed an admission that the Adviser, the Fund or any other person is the beneficial owner of the securities reported herein for purposes of Section 13 of the Securities Exchange Act of 1934, as amended, or for any other purpose. Each of the reporting persons herein disclaims beneficial ownership of the Shares reported herein except to the extent of the reporting person’s pecuniary interest therein.

(8)

Pursuant to a Schedule 13G filed on February 8, 2022. The address for the Reporting Persons is 16 York Street, Suite 2900, Toronto, ON, Canada M5J 0E6. Polar Asset Management Partners Inc. serves as the investment advisor to Polar Multi-Strategy Master Fund, a Cayman Islands exempted company (“PMSMF”) with respect to the Shares directly held by PMSMF. The Reporting Person has sole voting and dispositive power over the shares. PMSMF has the right to receive or the power to direct the receipt of dividends from or the proceeds from the sale of more than 5% of the Shares.

(9)

Pursuant to a Schedule 13G filed on February 9, 2022. The address for the Reporting Person is 1555 Post Road East, Suite 202, Westport, CT 06880. The shares include 98,423 shares beneficially owned by Yakira Partners, L.P. and 1,328,432 beneficially owned by MAP 136 Segregated Portfolio. Each of whom have sole voting and dispositive power over the shares beneficially owned by them.

ITEM 13.Certain Relationships and Related Transactions, and Director Independence.

Founder Shares

On January 15, 2021, GACQ’s sponsor acquired 5,750,000 founder shares for an aggregate purchase price of $25,000. In February 2021, the sponsor transferred 60,000 founder shares, in the aggregate, to each of Tom Clausen, Art Drogue and Denis Tse. On June 8, 2021, the sponsor forfeited for no consideration an aggregate of 862,500 founder shares, which GACQ cancelled, resulting in a decrease in the total number of shares of common stock outstanding from 5,750,000 shares to 4,887,500 shares (up to 637,500 of which were subject to forfeiture depending on the extent to which the underwriters’ over-allotment option is exercised). Prior to the initial investment in the company of $25,000 by the sponsor, GACQ had no assets, tangible or intangible. The founder shares may not, subject to certain limited exceptions, be transferred, assigned or sold by the holder. Due to the over-allotment option was partially exercised by EF Hutton on June 16, 2021, the sponsor had agreed to return 321,750 founder shares to the Company for cancellation. The cancellation agreement was signed and the cancellation was processed on June 16, 2021. As of the date of this proxy statement, there are 4,565,750 shares of GACQ’s common stock outstanding and held by GACQ’s initial stockholders.

The initial stockholders have agreed not to transfer, assign or sell any of the founder shares (except to certain permitted transferees) until the earlier of (i) six months after the date of the consummation of the Business Combination, or (ii) the date on which the closing price of GACQ’s common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after the Business Combination, or earlier, in each case, if, subsequent to the Business Combination, GACQ consummates a subsequent liquidation, merger, stock exchange or other similar transaction which results in all of GACQ’s stockholders having the right to exchange their common stock for cash, securities or other property.

Promissory Note

On January 31, 2021, GACQ’s sponsor issued an unsecured promissory note to GACQ, pursuant to which the GACQ may borrow up to an aggregate principal amount of $300,000, to be used for payment of costs related to GACQ’s initial public offering. The note is non-interest bearing and payable on the earlier of (i) July 31, 2021 or (ii) the consummation of the Initial Public Offering. The promissory note was repaid in full on July 20, 2021. As of December 31, 2021, no amounts were outstanding.

On January 22, 2022, a Promissory Note was signed between the Sponsor and the Company. The Sponsor agreed to borrow up to $1,500,000 principal to the Company. The principal balance of this Note shall be payable by the Company on the earlier of: (i) the date on consummation of a business combination with target businesses, or (ii) the date the Company liquidates if a business combination is not consummated. On January 26, 2022, the Company has drawn $690,000 from the Promissory Note.

Private Units

In addition, simultaneously with the closing of GACQ’s initial public offering on June 11, 2021, Global Consumer Acquisition LLC, GACQ’s sponsor, purchased in a private placement transaction an aggregate of 431,510 private units at a price of $10.00 per unit for an aggregate purchase price of $4,315,100. On June 16, 2021, the underwriter exercised partially over-allotment option. Global Consumer Acquisition LLC, GACQ’s sponsor, purchased in a private placement transaction an aggregate of 22,103 private units at a price of $10.00 per unit for an aggregate purchase price of $221,030. As a result, the initial stockholders purchased an aggregate of 453,613 Placement Units at a price of $10.00 per Placement Unit, ($4,536,125 in the aggregate), from the Company in a private placement that occurred simultaneously with the closing of the IPO and the partial exercise by the underwriter of its over-allotment option. Each private unit consists of one share of common stock and one-half of one redeemable warrant, with each whole warrant entitling the holder to purchase one share of GACQ’s common stock at a price of $11.50 per full share, subject to certain adjustments. The proceeds from the sale of the private units were added to the proceeds from the initial public offering held in GACQ’s trust account. If GACQ does not consummate the Business Combination within 12 months (or 15 or 18 months, as applicable) after the closing of its initial public offering, the proceeds from the sale of the private units will be used to fund the redemption of GACQ’s public shares, subject to the requirements of applicable law.

GACQ Registration Rights Agreement

Pursuant to certain registration rights agreement, dated as of June 8, 2021 (the “GACQ Registration Rights Agreement”), the holders of GACQ founder shares, the private placement units (and underlying securities) and any securities issued to GAQC’s sponsor, officers, directors, other initial stockholders, or their affiliates in payment of any working capital loans made to GACQ will be entitled to registration rights. The holders of a majority of the aforementioned securities are entitled to make up to three demands, excluding short form demands, that GACQ registers such securities. The holders of the majority of the aforementioned shares can elect to exercise these registration rights at any time commencing three months prior to the date on which these shares of common stocks are to be released from the lock-up provisions in certain insider letter agreement, dated June 8, 2021. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the consummation of a Business Combination. GACQ will bear the expenses incurred in connection with the filing of any such registration statements.

Notwithstanding anything to the contrary, under FINRA Rule 5110, GACQ’s underwriters during its initial public offering and/or their designees may only make a demand registration (i) on one occasion and (ii) during the five-year period beginning on the effective date of the registration statement relating to GACQ’s initial public offering, and the underwriters and/or their designees may participate in a “piggy-back” registration only during the seven-year period beginning on the effective date of the registration statement relating to GACQ’s initial public offering. The GACQ Registration Rights Agreement will be amended and restated in connection with the execution of the Acquisition Agreements. See “The Company’s Relationships and Related Party Transactions — Amended and Restated Registration Rights Agreement.”

Code of Ethics and Related Party Transactions Policy

GACQ has not yet adopted a formal policy for the review, approval or ratification of related party transactions. Accordingly, the transactions discussed above were not reviewed, approved or ratified in accordance with any such policy.

GACQ has adopted a code of ethics requiring it to avoid, wherever possible, all conflicts of interests, except under guidelines or resolutions approved by its board of directors (or the appropriate committee of GACQ’s board) or as disclosed in GACQ’s public filings with the SEC. Under GACQ’s code of ethics, conflict of interest situations will include any financial transaction, arrangement or relationship (including any indebtedness or guarantee of indebtedness) involving GACQ.

In addition, GACQ’s audit committee, pursuant to its written charter, is responsible for reviewing and approving related party transactions to the extent that GACQ enter into such transactions. An affirmative vote of a majority of the members of the audit committee presents at a meeting at which a quorum is present will be required in order to approve a related party transaction. A majority of the members of the entire audit committee will constitute a quorum. Without a meeting, the unanimous written consent of all of the members of the audit committee will be required to approve a related party transaction.

These procedures are intended to determine whether any such related party transaction impairs the independence of a director or presents a conflict of interest on the part of a director, employee or officer.

To further minimize conflicts of interest, GACQ has agreed not to consummate a Business Combination with an entity that is affiliated with any of its sponsor, officers, directors or special advisor unless GACQ, or a committee of independent directors, have obtained an opinion from an independent investment banking firm which is a member of FINRA or an independent accounting firm that the Business Combination is fair to GACQ from a financial point of view. Furthermore, no finder’s fees, reimbursements or cash payments will be made to GACQ’s sponsor, existing officers, directors, or their affiliates, for services rendered to GACQ prior to or in connection with the completion of the Business Combination although GACQ may consider cash or other compensation to officers or advisors it may hire to be paid either prior to or in connection with GACQ’s initial business combination. In addition, the following payments will be made to GACQ’s sponsor, officers, directors or special advisor, or their affiliates, none of which will be made from the proceeds of the IPO held in the trust account prior to the completion of the Business Combination:

●

Repayment to an aggregate of up to $300,000 in loans made to GACQ by an affiliate of GACQ’s sponsor;

●

Reimbursement for any out-of-pocket expenses related to identifying, investigating and completing an initial business combination; and

●

Repayment of loans which may be made by GACQ’s sponsor or an affiliate of the sponsor or certain of GACQ’s officers and directors to finance transaction costs in connection with the Business Combination, the terms of which have not been determined nor have any written agreements been executed with respect thereto. Up to $1,500,000 of such loans may be convertible into units, at a price of $10.00 per unit at the option of the lender.

GACQ’s audit committee reviews on a quarterly basis all payments that were made to GACQ’s sponsor, officers, directors or special advisor, or their affiliates.

Director Independence

Nasdaq listing standards require that a majority of our board of directors be independent. For a description of the director independence, see above Part III, Item 10 - Directors, Executive Officers and Corporate Governance.

ITEM 14.Principal Accountant Fees and Services.

The following is a summary of fees paid or to be paid to Marcum Bernstein & Pinchuk LLP, or Marcum BP, for services rendered.

Audit Fees. Audit fees consist of fees billed for professional services rendered for the audit of our year-end financial statements and services that are normally provided by Marcum BP in connection with regulatory filings. The aggregate fees charged by Marcum BP for professional services rendered for the audit of our annual financial statements, review of the financial information included in our Forms 10-K for the respective periods and other required filings with the SEC for the year ended December 31, 2021 and for the period from December 28, 2020 (inception) through December 31, 2021 totaled $59,740 and $nil, respectively. The above amounts include interim procedures and audit fees, as well as attendance at audit committee meetings.

Audit-Related Fees. Audit-related services consist of fees billed for assurance and related services that are reasonably related to performance of the audit or review of our financial statements and are not reported under “Audit Fees.” These services include attest services that are not required by statute or regulation and consultations concerning financial accounting and reporting standards. We did not pay Marcum BP for consultations concerning financial accounting and reporting standards for the year ended December 31, 2021 and for the period from December 28, 2020 (inception) through December 31, 2020.

Tax Fees. We did not pay Marcum BP for tax planning and tax for the year ended December 31, 2021 and for the period from December 28, 2020 (inception) through December 31, 2020.

All Other Fees. We did not pay Marcum BP for other services for the year ended December 31, 2021 and for the period from December 28, 2020 (inception) through December 31, 2020.

PART IV

ITEM 15.Exhibits, Financial Statement Schedules

(a)The following documents are filed as part of this Form 10-K:

(1)Financial Statements:

	Page
Report of Independent Registered Public Accounting Firm	F-2
Balance Sheet	F-4
Statement of Operations	F-5
Statement of Changes in Stockholder’s Deficit	F-6
Statement of Cash Flows	F-7
Notes to Financial Statements	F-8 to F-22

F-1

Logo

Description automatically generated

New York Office

7 Penn Plaza, Suite 830

New York, NY 10001

T 212.279.7900

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Stockholders and Board of Directors of Global Consumer Acquisition Corp.

Opinion on the Financial Statements

We have audited the accompanying balance sheet of Global Consumer Acquisition Corp (the “Company”) as of December 31, 2021 and December 31, 2020, the related statements of operations, change in stockholders’ deficit and cash flows for the year ended December 31, 2021 and from December 28, 2020 (inception) through December 31, 2020, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2021 and December 31, 2020, and the results of its operations and its cash flows for the year ended December 31, 2021 and from December 28, 2020 (inception) through December 31, 2020 in conformity with accounting principles generally accepted in the United States of America.

Explanatory Paragraph – Going Concern

The accompanying financial statements has been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company’s business plan is dependent on the completion of a business combination and the Company’s cash and working capital as of December 31, 2021 are not sufficient to complete its planned activities. These conditions raise substantial doubt about the Company's ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audit[s]. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (‘PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.

F-2

Logo

Description automatically generated

New York Office

7 Penn Plaza, Suite 830

New York, NY 10001

T 212.279.7900

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

/s/ Marcum Bernstein & Pinchuk LLP

Marcum Bernstein & Pinchuk LLP

We have served as the Company’s auditor since 2021.

New York, NY
March 25, 2022

PCAOB ID NO. 5395

F-3

Global Consumer Acquisition Corp.

Balance Sheets


	December 31,		December 31,
	2021		2020
ASSETS
Current Assets
Cash	$	257,271	$	—
Prepaid expense		80,169		—
Total Current Assets		337,440		—

Cash and Marketable Securities held in Trust Account		183,570,432		—
Total Assets	$	183,907,872	$	—

LIABILITIES AND STOCKHOLDERS’ DIFICIT
Current Liabilities
Accrued expense	$	1,740,131	$	478
Franchise tax payable		113,648		—
Total Current Liabilities		1,853,779		478
Warrant Liability		5,773,748		—
Deferred underwriting fees		5,935,475		—
Total Liabilities		13,563,002		478

Commitments and Contingencies (NOTE 6)
Common stock subject to possible redemption, 18,263,000 and -0- shares at redemption value of $10.05 per share on December 31, 2021 and -0- on December 31, 2020, respectively		183,570,432		—

Stockholders' Deficit
Preferred shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding		—		—
Common stocks, $0.0001 par value; 100,000,000 shares authorized; 5,019,363 and -0- issued and outstanding (excluding 18,263,000 and -0- shares subject to possible redemption) at December 31, 2021 and December 31, 2020, respectively		502		—
Additional paid-in capital		—		—
Accumulated deficit		(13,226,064)		(478)
Total Stockholders’ Deficit		(13,225,562)		(478)
Total Liabilities and Stockholders’ Deficit	$	183,907,872	$	—

The accompanying notes are an integral part of the financial statements.

F-4

Global Consumer Acquisition Corp.

Statements of Operations


			For the Period
	Year Ended		from December 28, 2020
	December 31,		Through
	2021		December 31, 2020
Formation and operating costs	$	2,327,118	$	478
Franchise tax expense		113,648
Loss from operation costs		(2,440,766)		(478)
Other income and expense:
Realized and unrealized gain from marketable securities held in Trust Account	$	27,282	$	—
Change in fair value of warrant liability		4,007,950		—
Offering costs allocated to warrants		(450,846)		—
Net income (loss)	$	1,143,620	$	(478)

Weighted average shares outstanding of common stock		14,904,015		—
Basic and diluted net income (loss) per common stock	$	0.08	$	—

The accompanying notes are an integral part of the financial statements.

F-5

Global Consumer Acquisition Corp.

Statements of Changes in Stockholders’ Deficit


				Additional				Total
	Common Stock			Paid-In		Accumulated		Stockholder's
	Shares	Amount		Capital		Deficit		Deficit
Balance — December 28, 2020 (inception)	—	$	—	$	—	$	—	$	—
Net Loss	—		—		—		(478)		(478)
Balance — December 31, 2020 (audited)	—	$	—	$	—	$	(478)	$	(478)
Insurance of common stock to Sponsor	4,887,500		489		24,511		—		25,000
Re-measurement for common stock to redemption amount	—		—		(4,321,343)		(14,369,206)		(18,690,549)
Forfeiture of founder shares	(321,750)		(32)		32		—		—
Sale of Private Units	453,613		45		4,296,800		—		4,296,845
Net Income	—		—		—		1,143,620		1,143,620
Balance — December 31, 2021	5,019,363	$	502	$	—	$	(13,226,064)	$	(13,225,562)

The accompanying notes are an integral part of the financial statements.

F-6

Global Consumer Acquisition Corp.

Statements of Cash Flows


	Year ended
	December 31,
	2021		2020
Cash flows from operating activities:
Net income	$	1,143,620	$	(478)
Adjustments to reconcile net loss to net cash used in operating activities:				—
Realized and unrealized gain from marketable securities held in Trust Account		(27,282)		—
Change in fair value of warrant liability		(4,007,950)		—
Offering costs allocated to warrants		450,846		—
Changes in operating assets and liabilities:				—
Prepaid expenses		(80,169)		—
Accrued expenses		1,739,653		478
Franchise tax payable		113,648
Net cash used in operating activities		(667,634)		—
				—
Cash flows from investing activities:				—
Investment of cash in Trust Account		(183,543,150)		—
Net cash used in investing activities		(183,543,150)		—
				—
Cash flows from financing activities:				—
Proceeds from issue of founder shares		25,000		—
Proceeds from sale of units, net underwriting discount paid		180,347,125		—
Proceeds from sale of private placement		4,536,125		—
Payment of offering costs		(440,195)		—
Net cash provided by financing activities		184,468,055		—
				—
Net change in cash		257,271		—
Cash at beginning of period		—		—
Cash at end of period	$	257,271	$	—
				—
Non-cash investing and financing activities:				—
Initial classification of common stock subject to possible redemption	$	164,909,883	$	—
Re-measurement of Common Stock subject to redemption	$	18,660,549	$	—
Deferred underwriting fee payable	$	5,935,475	$	—
Initial measurement of public warrants and private placement warrants	$	9,781,698	$	—

The accompanying notes are an integral part of the financial statements.

F-7

Global Consumer Acquisition Corp.

Notes to Financial Statements

NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS AND GOING CONCERN

Global Consumer Acquisition Corp. (the “Company”) is a blank check company incorporated in the State of Delaware on December 28, 2020. The Company was formed for the purpose of acquiring, engaging in a share exchange, share reconstruction and amalgamation with, purchasing all or substantially all of the assets of, entering into contractual arrangements with, or engaging in any other similar business combination with one or more businesses or entities (“Business Combination”). Although the Company is not limited to a particular industry or geographic region for purposes of consummating a Business Combination, the Company intends to focus on businesses in the consumer products and services sectors.

As of December 31, 2021, the Company had not commenced any operations. All activity for the period from December 28, 2020 (inception) through December 31, 2021 relates to the Company’s formation, the initial public offering (“Initial Public Offering”), which is described below, and, subsequent to the Initial Public Offering, identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of a 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 for the Company’s IPO was declared effective on June 8, 2021. On June 11, 2021, the Company consummated its IPO of 17,000,000 Units, at a price of $10.00 per unit, generating gross proceeds of $170,000,000, which is described in Note 4.

Simultaneously with the closing of the IPO, pursuant to a certain private placement unit subscription agreement, the Company completed the private sale of 431,510 units (the “Private Placement Units”) to the Sponsor at a purchase price of $10.00 per Private Placement Unit, generating gross proceeds to the Company of $4,315,100. In connection with the closing of the purchase of the Over-Allotment Units, the Company sold an additional 22,103 Private Placement Units to the Sponsor at a price of $10.00 per Private Placement Unit, generating an additional $221,025 of gross proceeds. The sales of private placement units generated proceeds with an aggregate amount of $4,536,130 to the Company, which is described in Note 4.

Following the closing of the IPO on June 11, 2021 and the partially exercised over-allotment of 18,263,000 Units by the underwriter on June 16, 2021, an amount of $182,630,000 ($10.00 per unit) from the net proceeds of the sale of the Public Units in the IPO and the sale of the Private Placement Units of 453,613 units to the Sponsor at a purchase price of $10.00 per unit, generating gross proceeds to the Company of $4,536,130, which was placed in a trust account (the “Trust Account”), and will be invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less, or in any open-ended investment company that holds itself out as a money market fund meeting certain conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the funds in the Trust Account to the Company’s stockholders, as described below, except that interest earned on the Trust Account can be released to the Company to pay its tax obligations (“permitted withdrawals”).

Transaction costs amounted to $8,628,545, consisting of $2,282,875 of underwriting fees, $5,935,475 deferred underwriting fee and $410,195 of other offering costs. In addition, as of December 31, 2021, $257,271 of cash was held outside of the Trust Account (as defined below) and is available for working capital purposes.

The Company’s management has broad discretion with respect to the specific application of the net proceeds of the IPO and sale of the Private Units, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. Nasdaq rules provide that the Business Combination must be with one or more target businesses that together have a fair market value equal to at least 80% of the balance in the Trust Account (as defined below) (less any deferred underwriting commissions and taxes payable on interest earned and less any interest earned thereon that is released for taxes) at the time of the signing of an agreement to enter into a Business Combination. The Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”). There is no assurance that the Company will be able to successfully effect a Business Combination.

F-8

As of December 31, 2021, the Common Stock issued to the public reflected on the balance sheet are reconciled in the following table:


	As of December 31, 2021
Gross Proceeds	$	182,630,000
Less:
Proceeds allocated to public warrants		(9,542,418)
Transaction costs		(8,628,545)
Plus:
Reverse the cost allocation to warrants		450,846
Re-measurement of carrying value to redemption value		18,690,549
Common stock subject to possible redemption		183,570,432

The Company will provide its Stockholders with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. In connection with a proposed Business Combination, the Company may seek stockholder approval of a Business Combination at a meeting called for such purpose at which stockholders may seek to redeem their shares, regardless of whether they vote for or against a Business Combination. The Company will proceed with a Business Combination only if the Company has net tangible assets of at least $5,000,001 upon such consummation of a Business Combination and, if the Company seeks stockholder approval, a majority of the outstanding shares voted are voted in favor of the Business Combination.

If the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Company’s Amended and Restated Certificate of Incorporation provides that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from seeking redemption rights with respect to 15% or more of the Public Shares without the Company’s prior written consent.

The stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially $10.05 per share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). The per-share amount to be distributed to stockholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriter. There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. These Common Stock will be recorded at a redemption value and classified as temporary equity upon the completion of the IPO, in accordance with Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.”

If a stockholder vote is not required and the Company does not decide to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation, offer such redemption pursuant to the tender offer rules of the Securities and Exchange Commission (“SEC”), and file tender offer documents containing substantially the same information as would be included in a proxy statement with the SEC prior to completing a Business Combination.

The Sponsor has agreed (a) to vote its Common Stock, the Common Stock included in the Private Units (the “Private Shares”) and any Public Shares purchased during or after the IPO in favor of a Business Combination, (b) not to propose an amendment to the Company’s Amended and Restated Certificate of Incorporation with respect to the Company’s pre-Business Combination activities prior to the consummation of a Business Combination unless the Company provides dissenting public stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment; (c) not to redeem any shares (including the Common Stock) and Private Units (including underlying securities) into the right to receive cash from the Trust Account in connection with a stockholder vote to approve a Business Combination (or to sell any shares in a tender offer in connection with a Business Combination if the Company does not seek stockholder approval in connection therewith) or a vote to amend the provisions of the Amended and Restated Certificate of Incorporation relating to stockholders’ rights of pre-Business Combination activity and (d) that the Common Stock and Private Units (including underlying securities) shall not participate in any liquidating distributions upon winding up if a Business Combination is not consummated. However, the Sponsor will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares purchased during or after the IPO if the Company fails to complete its Business Combination.

The Company will have until June 8, 2022 to consummate a Business Combination (the “Combination Period”). If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than five business days thereafter, redeem 100% of the outstanding Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account,

F-9

including interest earned (net of taxes payable and less interest to pay dissolution expenses up to $50,000), divided by the number of then outstanding Public Shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and the Company’s board of directors, proceed to commence a voluntary liquidation and thereby a formal dissolution of the Company, subject in each case to its obligations to provide for claims of creditors and the requirements of applicable law. The underwriter has agreed to waive its rights to the deferred underwriting commission held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the IPO price per Unit ($10.00).

The Sponsor has agreed that it will be liable to the Company, if and to the extent any claims by a vendor for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amounts in the Trust Account to below $10.00 per share (whether or not the underwriters’ over-allotment option is exercised in full), except as to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under the Company’s indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). In the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except for the company’s independent registered accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.

Going Concern and Management’s Plan

As of December 31, 2021, the Company had $257,271 in cash held in its operating account and working capital deficit of $(1,516,338).

The Company has incurred and expects to continue to incur significant costs in pursuit of its acquisition plans and will not generate any operating revenues until after the completion of its initial business combination. In addition, the Company expects to have negative cash flows from operations as it pursues an initial business combination target. In connection with the Company’s assessment of going concern considerations in accordance with Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” the Company does not currently have adequate liquidity to sustain operations, which consist solely of pursuing a Business Combination.

While the Company expects to have sufficient access to additional sources of capital if necessary, there is no current commitment on the part of any financing source to provide additional capital and no assurances can be provided that such additional capital will ultimately be available. These conditions raise substantial doubt about the Company’s ability to continue as a going concern for a period of time within one year after the date that the financial statements are issued. There is no assurance that the Company’s plans to raise additional capital (to the extent ultimately necessary) or to consummate a Business Combination will be successful or successful within the Combination Period. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

As is customary for a special purpose acquisition company, if the Company is not able to consummate a Business Combination during the Combination Period, it will cease all operations and redeem the Public Shares. Management plans to continue its efforts to consummate a Business Combination during the Combination Period.

Risks and Uncertainties

In March 2020, the World Health Organization declared the outbreak of a novel coronavirus (COVID-19) as a pandemic which continues to spread throughout the United States and the World. As of the date the financial statement was issued, there was considerable uncertainty around the expected duration of this pandemic. The Company has concluded that while it is reasonably possible that COVID-19 could have a negative effect on identifying a target company for a Business Combination, the specific impact is not readily determinable as of the date of this financial statement. The financial statement does not include any adjustments that might result from the outcome of this uncertainty.

F-10

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying financial statements are presented in U.S. Dollars and conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC.

Emerging Growth Company

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging 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 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 financial statements 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 statements and the reported amounts of revenues and expenses during the reporting periods.

Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.

Cash and Cash Equivalents

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had $257,271 in cash held in its operating account and no cash equivalents as of December 31, 2021.

Marketable Securities Held in Trust Account

At December 31, 2021, substantially all of the assets held in the Trust Account were held in money market funds, which are invested primarily in U.S. Treasury securities. All of the Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of investments held in Trust Account are included in interest earned on marketable securities held in Trust Account in the accompanying statement of operations. The estimated fair values of investments held in Trust Account are determined using available market information.

F-11

Derivative financial instruments

The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815-15. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. In accordance with ASC 825-10 “Financial Instruments”, offering costs attributable to the issuance of the derivative warrant liabilities have been allocated based on their relative fair value of total proceeds and are recognized in the statement of operations as incurred.

Warrant Liabilities

The 9,131,500 warrants issued in connection with the Initial Public Offering (the “Public Warrants”) and the 226,806 Private Placement Warrants are recognized as derivative liabilities in accordance with ASC 815-40. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjust the instruments to fair value at each reporting period. The liabilities are subject to re-measurement at each balance sheet date until exercised. The fair value of the Public Warrants issued in connection with the Public Offering and Private Placement Warrants have been estimated using a Monte Carlo simulation model each measurement date. Public warrants had detached from the units and were trading publicly. As such, the Company utilized the public trading price for its fair value. Derivative warrant liabilities are classified as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities.

Offering Costs Associated with the Initial Public Offering

Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with derivative warrant liabilities are expensed as incurred, presented as non-operating expenses in the statement of operations. Offering costs associated with the common stock were charged to stockholders’ equity (deficit) upon the completion of the Initial Public Offering. Accordingly, as of December 31, 2021, offering costs has an aggregate amount of $8,628,545 (consisting of $2,282,875 of underwriting discount and $5,935,475 of deferred underwriting discount), and $410,195 of other offering costs.

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 features 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 is presented at redemption value as temporary equity, outside of the stockholders’ deficit section of the Company’s balance sheet.

F-12

Net Income (Loss) per Common Stock

The Company applies the two-class method in calculating earnings per share. The contractual formula utilized to calculate the redemption amount approximates fair value. The Class feature to redeem at fair value means that there is effectively only one class of stock. Changes in fair value are not considered a dividend of the purposes of the numerator in the earnings per share calculation. Net income (loss) per common stock is computed by dividing the pro rata net loss between the redeemable shares and the non-redeemable shares by the weighted average number of common stocks outstanding for each of the periods. The calculation of diluted income per common stock does not consider the effect of the warrants issued in connection with the IPO since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. The warrants are exercisable for 9,538,306 shares of common stock in the aggregate.

The following table reflects the calculation of basic and diluted net income per common stock:


	Year Ended
	December 31,
	2021		2020
Common stock
Numerator:
Net income (loss) allocable to common stock subject to possible redemption	$	1,143,620	$	(478)

Denominator: weighted average number of common stock		14,904,015		—
Basic and diluted net income (loss) per common stock	$	0.08	$	—

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. The Company has not experienced losses on this account.

Fair Value of Financial Instruments

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value 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 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.

F-13

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.

Income Taxes

The Company complies with the accounting and reporting requirements of ASC 740, “Income Taxes” (“ASC 740”), which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

ASC 740 prescribes a recognition threshold and a measurement attribute for the 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. No amounts were accrued for the payment of interest and penalties for December 31, 2021, and December 31, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception.

Deferred tax liabilities and assets are determined based on the difference between the financial statement and tax basis of assets and liabilities, using enacted tax rates in effect for the year in which the differences are expected to reverse. Current income taxes are based on the year’s income taxable for federal and state income tax reporting purposes. Total tax provision may differ from the statutory tax rates applied to income before provision for income taxes due principally to expenses charged which are not tax deductible.

Recent Accounting Standards

Management does not believe that any recently issued, but not yet effective, accounting standards update, if currently adopted, would have a material effect on the Company’s financial statements.

NOTE 3. INITIAL PUBLIC OFFERING

Pursuant to the IPO on June 8, 2021, the Company sold 18,263,000 Units, which includes the partial exercise by the underwriter of its over-allotment option on June 16, 2021, in the amount of 1,263,000 Units, at a purchase price of $10.00 per Unit. Each Unit consists of one common stock and one-half of one redeemable warrant (“Public Warrant”). Each Public Warrant entitles the holder to purchase one-half of one common stock at an exercise price of $11.50 per whole share (see Note 7).

NOTE 4. PRIVATE PLACEMENT

Simultaneously with the closing of the IPO on June 11, 2021, and the partial exercise by the underwriter of its over-allotment option on June 16, 2021, the initial stockholders purchased an aggregate of 453,613 Placement Units at a price of $10.00 per Placement Unit, ($4,536,125 in the aggregate), from the Company in a private placement that occurred simultaneously with the closing of the IPO and the full exercise by the underwriter of its over-allotment option. The proceeds from the sale of the Placement Units were added to the net proceeds from the IPO held in the Trust Account. The Placement Units are identical to the Units sold in the IPO, except for the placement warrants (“Placement Warrants”), as described in Note 7.

F-14

NOTE 5. RELATED PARTY TRANSACTIONS

Founder Shares

On January 15, 2021, the Sponsor paid $25,000 to cover certain of the Company’s offering costs in exchange for 5,750,000 founder shares. On June 8, 2021, the Sponsor surrendered an aggregate of 862,500 shares of common stock for no consideration, resulting in an aggregate of 4,887,500 founder shares of common stock issued and outstanding. Such common stock includes an aggregate of up to 637,500 shares subject to forfeiture by the Sponsor to the extent that the underwriters’ over-allotment is not exercised in full or in part, so that the Sponsor will collectively own 20% of the Company’s issued and outstanding shares after the Initial Public Offering (assuming the initial stockholders do not purchase any Public Shares in the Initial Public Offering and excluding the Placement Units and underlying securities). Due to the over-allotment option was partially exercised by the Underwriter on June 16, 2021, the Sponsor has agreed to return 321,750 founder shares to the Company for cancellation. The cancellation agreement has been signed on June 16, 2021, yet Continental Stock Transfer & Trust Company has not processed the cancellation on their account due to processing reasons. As of December 31, 2021, there are 4,565,750 founder shares of common stock issued and outstanding.

The initial stockholders have agreed not to transfer, assign or sell any of the founder shares (except to certain permitted transferees) until the earlier of (i) six months after the date of the consummation of a Business Combination, or (ii) the date on which the closing price of the Company’s common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after a Business Combination, or earlier, in each case, if, subsequent to a Business Combination, the Company consummates a subsequent liquidation, merger, stock exchange or other similar transaction which results in all of the Company’s stockholders having the right to exchange their common stock for cash, securities or other property.

Promissory Note – Related Party

On January 31, 2021, the Sponsor issued an unsecured promissory note to the Company, pursuant to which the Company may borrow up to an aggregate principal amount of $300,000, to be used for payment of costs related to the Initial Public Offering. The note is non-interest bearing and payable on the earlier of (i) July 31, 2021 or (ii) the consummation of the Initial Public Offering. The Promissory Note was repaid to Sponsor in full on July 20, 2021. As of December 31, 2021, no amounts were outstanding. On January 2022, the Sponsor issued a new Promissory Note to the Company. On January 22, 2022, a Promissory Note was signed between the Sponsor and the Company. The Sponsor agreed to borrow up to $1,500,000 principal to the Company. The principal balance of this Note shall be payable by the Company on the earlier of: (i) the date on consummation of a business combination with target businesses, or (ii) the date the Company liquidates if a business combination is not consummated. On January 26, 2022, the Company has drawn $690,000 from the Promissory Note.

Administrative Services Arrangement

ARC Group Limited, our financial advisor, has agreed, commencing from the date that the Company’s securities are first listed on NASDAQ through the earlier of the Company’s consummation of a Business Combination and its liquidation, to make available to the Company certain general and administrative services, including office space, utilities and administrative services, as the Company may require from time to time. The Company has agreed to pay $10,000 per month for these services. Through December 31, 2021, $70,000 support fees were incurred.

Related Party Loans

In order to finance transaction costs in connection with a Business Combination, the Company’s Sponsor or an affiliate of the Sponsor, or the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). Such Working Capital Loans would be evidenced by promissory notes. The notes would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of notes may be converted upon consummation of a Business Combination into additional Placement Units at a price of $10.00 per Unit. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. As of December 31, 2021, there were no amounts outstanding under any Working Capital Loan.

F-15

NOTE 6. COMMITMENTS AND CONTINGENCIES

Registration Rights

Pursuant to a registration rights agreement entered into on January 4, 2021, the holders of the Founder Shares, Placement units, Representative Shares are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. Notwithstanding the foregoing, the underwriters may not exercise its demand and “piggyback” registration rights after five and seven years, respectively, after the effective date of the IPO. The registration rights agreement does not contain liquidating damages or other cash settlement provisions resulting from delays in registering the Company’s securities. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

Right of First Refusal

For a period beginning on June 8, 2021 and ending 12 months from the closing of a business combination, we have granted the underwriters a right of first refusal to act as lead-left book running manager and lead left manager for any and all future private or public equity, convertible and debt offerings during such period. In accordance with FINRA Rule 5110(f)(2)(E)(i), such right of first refusal shall not have a duration of more than three years from the effective date of our Registration Statement.

NOTE 7. WARRANT LIABILITY

As of December 31, 2021, the Company has 9,358,306 warrants issued in the Initial Public Offering (the 9,131,500 Public Warrants and the 226,806 Private Placement Warrants in accordance with the guidance contained in ASC 815-40. Such guidance provides that because the warrants do not meet the criteria for equity treatment thereunder, each warrant must be recorded as a liability. Accordingly, the Company will classify each warrant as a liability at its fair value, with the change in fair value recognized in the Company’s statement of operations.

Public Warrants may only be exercised for a whole number of shares. No fractional warrants will be issued upon separation of the Units and only whole warrants will trade. The Public Warrants will become exercisable 30 days after the completion of a Business Combination and will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation.

The Company will not be obligated to deliver any shares of common stock pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act covering the issuance of the shares of common issuable upon exercise of the warrants is then effective and a current prospectus relating to those shares of common stock is available, subject to the Company satisfying its obligations with respect to registration. No warrant will be exercisable for cash or on a cashless basis, and the Company will not be obligated to issue any shares to holders seeking to exercise their warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder, or an exemption from registration is available.

The Company has agreed that as soon as practicable, but in no event later than 20 business days after the closing of its initial Business Combination, it will use its commercially reasonable efforts to file with the SEC a post-effective amendment to the registration statement or a new registration statement covering the shares of common stock issuable upon exercise of the warrants, to cause such registration statement to become effective and to maintain a current prospectus relating to those shares of common stock until the warrants expire or are redeemed, as specified in the warrant agreement. If a registration statement covering the shares of common stock issuable upon exercise of the warrants is not effective by the 60th business day after the closing of the Company’s initial business combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption.. Notwithstanding the above, if the Company’s shares of common stock are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, it may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, it will not be required to file or maintain in effect a registration statement, and in the event it does not so elect, it will use its commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. If that exemption, or another exemption, is not available, holders will not be able to exercise their warrants on a cashless basis.

F-16

Redemption of warrants when the price per common stock equals or exceeds $18.00. Once the warrants become exercisable, the Company may redeem the Public Warrants:

●

in whole and not in part;

●

at a price of $0.01 per warrant;

●

upon a minimum of 30 days’ prior written notice of redemption, or the 30-day redemption period, to each warrant holder; and

●

if, and only if, the closing price of the Company’s common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders.

Redemption of warrants when the price per common stock equals or exceeds $10.00. Once the warrants become exercisable, the Company may redeem the Public Warrants:

●

in whole and not in part;

●

at a price of $0.10 per warrant;

●

upon a minimum of 30 days’ prior written notice of redemption, or the 30-day redemption period, to each warrant holder; and

●

if, and only if, the closing price of the Company’s common stock equals or exceeds $10.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders.

If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws.

If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of shares of common stock issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, or recapitalization, reorganization, merger or consolidation. However, the warrants will not be adjusted for issuance of common stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the warrants. If the Company is unable to complete a Business Combination within the Combination Window and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless.

The Placement Warrants will be identical to the Public Warrants underlying the Units being sold in the Proposed Public Offering, except that the Placement Warrants and the common stock issuable upon the exercise of the Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Placement Warrants will be exercisable on a cashless basis and be non-redeemable so long as they are held by the initial purchasers or their permitted transferees. If the Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants.

The Company accounted for the 9,358,306 warrants issued in connection with the Initial Public Offering (comprised of 9,131,500 Public Warrants and 226,806 Private Placement Warrants) in accordance with the guidance contained in FASB ASC Topic 815-40. Such guidance provides that because the warrants do not meet the criteria for equity treatment thereunder, each warrant must be recorded as a liability due to the existence of provisions whereby adjustments to the exercise price of the warrants is based on a variable that is not an input to the fair value of a ‘‘fixed-for-fixed’’ option and the existence of the potential for net cash settlement for the warrant holders (but not all common stockholders) in the event of a tender offer.

F-17

allocated a portion of the proceeds from the issuance of the Units equal to its fair value determined by the Monte Carlo simulation. At December 31, 2021, the fair value of total warrant liability is $5,773,748. This liability is subject to remeasurement at each balance sheet date. With each such re-measurement, the warrant liability will be adjusted to fair value, with the change in fair value recognized in the Company’s statement of operations. The Company will reassess the classification at each balance sheet date. If the classification changes as a result of events during the period, the warrants will be reclassified as of the date of the event that causes the reclassification.

NOTE 8. STOCKHOLDER’S EQUITY (DEFICIT)

Common Stock — The Company was authorized to issue 10,000,000 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 December 31, 2021, there were 5,019,363 shares of Common Stock issued and outstanding, excluding 18,263,000 shares of Common Stock subject to possible redemption.

Preferred Shares — The Company was authorized to issue 1,000,000 preferred shares with a par value of $0.0001 per share with such designation, rights and preferences as may be determined from time to time by the Company’s Board of Directors. As of December 31, 2021, there were no preferred shares issued or outstanding.

NOTE 9. FAIR VALUE MEASUREMENTS

The Company determines fair value based on assumptions that market participants would use in pricing an asset or liability in the principal or most advantageous market. When considering market participant assumptions in fair value measurements, the following fair value hierarchy distinguishes between observable and unobservable inputs, which are categorized in one of the following levels:

Level 1 Inputs: Unadjusted quoted prices for identical assets or instruments in active markets.

Level 2 Inputs: Quoted prices for similar instruments in active markets and quoted prices for identical or similar instruments in markets that are not active and model derived valuations whose inputs are observable or whose significant value drivers are observable.

Level 3 Inputs: Significant inputs into the valuation model are unobservable.

The following table presents information about the Company’s assets and derivative warrant liabilities that are measured at fair value on a recurring basis as of December 31, 2021 and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value:


	Quoted Prices in		Significant Other		Significant Other
	Active Markets		Observable Inputs		Unobservable Inputs
Description	(Level 1)		(Level 2)		(Level 3)
Asset:
Marketable securities held in Trust Account	$	183,570,432	$	—	$	—

Warrant Liabilities:
Public Warrants	$	5,478,900	$	—	$	—
Private Placement Warrants	$	—	$	—	$	294,848

Transfers to/from Levels 1, 2 and 3 are recognized at the end of the reporting period in which a change in valuation technique or methodology occurs. The Warrants are measured at fair value on a recurring basis.

As of December 31, 2021, assets held in the Trust Account were comprised of $183,570,432 in U.S. Treasury Securities.

The Company accounted for the aggregate 9,358,306 warrants issued in connection with the Initial Public Offering (the 9,131,500 Public Warrants and the 226,806 Placement Warrants) in accordance with the guidance contained in FASB ASC Topic 815-40. Such guidance provides that because the warrants do not meet the criteria for equity treatment thereunder, each warrant must be recorded as a liability due to the existence of provisions whereby adjustments to the exercise price of the warrants is based on a variable that is not an input to the fair value of a ‘‘fixed-for-fixed’’ option and the existence of the potential for net cash settlement for the warrant holders (but not all common stockholders) in the event of a tender offer.

F-18

The accounting treatment of derivative financial instruments requires that the Company record a derivative liability upon the closing of the Initial Public Offering. Accordingly, the Company classified each warrant as a liability at its fair value and the warrants were allocated a portion of the proceeds from the issuance of the Units equal to its fair value determined by the Monte Carlo simulation. This liability is subject to remeasurement at each balance sheet date. With each such re-measurement, the warrant liability will be adjusted to fair value, with the change in fair value recognized in the Company’s statement of operations. The Company will reassess the classification at each balance sheet date. If the classification changes as a result of events during the period, the warrants will be reclassified as of the date of the event that causes the reclassification.

The Company utilizes a binomial Monte-Carlo simulation to estimate the fair value of the private placement warrants at each reporting period for its warrants that are not actively traded. Beginning on July 29, 2021, the Public Warrants began trading under the ticker GACQW. After this date, Public Warrant values per share were based on the observed trading price of the Public Warrants. Accordingly, as of September 30, 2021, the observable input qualifies the liability for treatment as a Level 1 liability. The Company recognized $5,773,748 for the derivative warrant liabilities on December 31, 2021.

The estimated fair value of certain derivative warrant liabilities is determined using Level 3 inputs. Inherent in a Monte Carlo simulation are assumptions related to expected stock-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its common stock based on historical volatility of select peer companies that matches the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the warrants. The expected life of the warrants is assumed to be equivalent to their remaining contractual term. The dividend rate is based on the historical rate, which the Company anticipates remaining at zero.

The following table provides quantitative information regarding Level 3 fair value measurements inputs as their measurement dates:


				June 30,			September 30,			December 31,
	June 11, 2021			2021			2021			2021
	(Public			(Public
	Warrants			Warrants
	and			and
	Private			Private
	Warrants)			Warrants)			Private Warrants			Private Warrants
Exercise price	$	11.50		$	11.50		$	11.50		$	11.50
Share price	$	10.00		$	10.00		$	9.88		$	9.91
Expected term (years)		5.0			5.0			5.44			5.12
Probability of Acquisition		75.0	%		80.0	%		80.0	%		90.0	%
Volatility		18.0	%		17.6	%		10.9	%		20.0	%
Risk-free rate		0.81	%		0.98	%		1.05	%		1.26	%
Dividend yield (per share)		0.00	%		0.00	%		0.00	%		0.00	%

The change in the fair value of the derivative warrant liabilities for the period from June 11, 2021 (Initial Public Offering) through December 31, 2021 is summarized as follows:


	Private Placement		Public Warrant		Warrant Liability
Fair value as of June 11, 2021 (Initial Public Offering)	$	227,622	$	8,882,500	$	9,110,122
Change in valuation inputs or other assumptions⁽¹⁾		14,153		541,208		555,361
Fair value as of June 30, 2021	$	241,775	$	9,423,708	$	9,665,483
Change in valuation inputs or other assumptions⁽¹⁾⁽²⁾		(127,919)		(5,151,903)		(5,259,822)
Fair value as of September 30, 2021	$	113,856	$	4,291,805	$	4,405,661
Change in valuation inputs or other assumptions⁽¹⁾⁽²⁾		180,992		1,187,095		1,368,087
Fair value as of December 31, 2021	$	294,848	$	5,478,900	$	5,773,748

(1)	Changes in valuation inputs or other assumptions are recognized in change in fair value of warrant liability in the statement of operations.

(2)	Changes are due to the use of quoted prices in an active market (Level 1) and the use of unobservable inputs based on assessment of the assumptions (Level 3) for Public Warrants (after becoming actively traded) and Private Placement Warrants, respectively.

F-19

NOTE 10. INCOME TAX

The income tax provision (benefit) consists of the following:


	December 31,		December 31,
	2021		2020
Current
Federal	$	—	$	—
State		—		—
Deferred		—		—
Federal		506,832		100
State		—		—
Valuation allowance		(506,832)		(100)
Income tax provision	$	—	$	—

The reconciliation of income tax expense at the statutory federal rate to the Company’s effective tax rate is as follows;


	December 31,		December 31,
	2021		2020
Net income before income taxes	$	1,143,621	$	(478)
Income tax expenses attributable to statutory rate of 21%		240,160		(100)
Fair value change in warrant liability		(841,670)		—
Offering costs allocated to warrants		94,678		—
Change in valuation allowance		506,832		100
Total tax provision	$	—	$	—

The Company’s net deferred tax assets are as follows:


	December 31,		December 31,
	2021		2020
Total Deferred tax asset
Net Operating loss	$	507,928	$	—
Accrued expense		—		100
Less: Valuation allowance		(506,832)		(100)
Net deferred tax assets		966		—
Deferred tax liabilities
Unrealized (gain) or loss		(966)		—
Net Deferred tax assets (liabilities)		—		—

As of December 31, 2021, the Company had $2,418,707 of U.S. federal net operating loss carryovers available to offset future taxable income. The federal net operating losses can be carried forward indefinitely, subject to a limitation in utilization against 80% of annual taxable income. Due to changes in the ownership of common stock, the Company’s ability to use net operating losses may be limited under Internal Revenue Code Section 382. As a result, the net operating losses may not have any value to the Company.

In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax assets, projected future taxable income and tax planning strategies in making this assessment. After consideration of all of the information available, management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance. For the year ended December 31, 2021, the change in the valuation allowance was $506,832.

F-20

A reconciliation of the statutory federal income tax rate (benefit) to the Company’s effective tax rate at December 31, 2021 and December 30, 2020 is as follows:


	December 31,		December 31,
	2021		2020
Statutory Federal income tax rate	21.0	%	21.0	%
Fair value change in warrant liability	(73.6)	%	—
Offering costs allocated to warrants	8.3	%	—
Change in valuation Allowance	44.3	%	(21.0)	%
Total tax provision	0.0	%	0.0	%

The Company’s effective tax rates for the periods presented differ from the expected (statutory) rates due to the recording of full valuation allowances on deferred tax assets.

The Company files income tax returns in the U.S. federal jurisdiction and is subject to examination by the various taxing authorities. The Company's tax returns since inception remain open to examination by the taxing authorities. There were no unrecognized tax benefits as of December 31, 2021. No amounts were accrued for the payment of interest and penalties as of 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 major taxing authorities since inception. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.

NOTE 11. BUSINESS COMBINATIONS

On December 13, 2021, the Company has entered into the following agreements to acquire two business combination target companies for the purpose of consummating its initial business combination. Both target companies are in the home décor and fragrance products industry.

Luminex Home Décor & Fragrance Holding Corporation

On December 13, 2021, we entered into a Stock Purchase Agreement (the “Luminex SPA”) with CLP Luminex Holdings, LLC, a Delaware limited liability company (“Luminex Seller”), and Luminex Home Décor & Fragrance Holding Corporation, a Delaware corporation (“Luminex”). Pursuant to the terms of the Luminex SPA, a business combination between Global Consumer and Luminex will be effected by the acquisition of 100% of the issued and outstanding shares of capital stock of Luminex from Luminex Seller (the “Luminex Stock Acquisition”). The purchase price payable by Global Consumer to Luminex Seller in the Luminex Stock Acquisition is in the form of cash and is based on an enterprise value of 8 times LTM EBITDA of Luminex and its subsidiaries for the trailing twelve months ending January 31, 2022 (subject to an enterprise value floor of $160 million and a cap of $200 million). The purchase price is subject to adjustments and will be determined in good faith by Luminex and will be reviewed and approved prior to the Closing by an accounting firm.

GP Global Limited

On December 13, 2021, Global Consumer entered into a Stock Purchase Agreement (the “GP Global SPA”) by and among Global Consumer, TGP Trading FZCO, a freezone company with limited liability organized in Dubai Airport Free Zone, Dubai, United Arab Emirates (“GP Global Seller”), and GP Global Limited, an offshore company with limited liability organized in Jebel Ali Free Zone, Dubai, United Arab Emirates (“GP Global”). Mr. Gautham Pai, Co-Chairman of the board of GACQ and a member of the Sponor owns 100% of the GP Global SPA. Pursuant to the terms of the GP Global SPA, a business combination between Global Consumer and GP Global will be effected by the acquisition of 100% of the issued and outstanding capital shares of GP Global from GP Global Seller (the “GP Global Stock Acquisition”). The purchase price payable by Global Consumer to GP Global Seller at the Closing of the GP Global Stock Acquisition is in the form of the issuance of shares of common stock of Global Consumer (the “Acquisition Consideration Shares”) (valued at $10 per share) and is based on an enterprise value of $270 Million. The purchase price is subject to adjustments and will be determined in good faith by GP Global and will be reviewed and approved prior to the Closing by an accounting firm.

F-21

NOTE 12. SUBSEQUENT EVENTS

In accordance with ASC Topic 855, “Subsequent Events”, which establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued, the Company has evaluated all events or transactions that occurred up to February 28, 2022, the date the audited financial statements were available to issue. Based upon this review the Company identified the following subsequent events:

On January 26, 2022, the Company has drawn $690,000 from the Promissory Note.

F-22

(2)Financial Statement Schedules:

None.

(3)Exhibits

We hereby file as part of this Report the exhibits listed in the attached Exhibit Index. Exhibits which are incorporated herein by reference can be inspected and copied at the public reference facilities maintained by the SEC, 100 F Street, N.E., Room 1580, Washington, D.C. 20549. Copies of such material can also be obtained from the Public Reference Section of the SEC, 100 F Street, N.E., Washington, D.C. 20549, at prescribed rates or on the SEC website at www.sec.gov.

Exhibit No.		Description
1.1		Underwriting Agreement, dated June 8, 2021, by and between the Registrant and Kingswood Capital Markets. (incorporated by reference to Exhibit 1.1 to the Current Report on Form 8-K filed with the Securities & Exchange Commission on June 14, 2021)
2.1		Stock Purchase Agreement, dated as of December 13, 2021, by and among Global Consumer Acquisition Corp., CLP Luminex Holdings, LLC and Luminex Home Décor & Fragrance Holding Corporation. (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed with the Securities & Exchange Commission on December 13, 2021)
2.2		Stock Purchase Agreement, dated as of December 13, 2021, by and among Global Consumer Acquisition Corp., TGP Trading FZCO and GP Global Limited (incorporated by reference to Exhibit 2.2 to the Current Report on Form 8-K filed with the Securities & Exchange Commission on December 13, 2021)
3.1		Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Registration Statement on Form S-1/A filed with the Securities & Exchange Commission on May 28, 2021)
3.2		Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed with the Securities & Exchange Commission on June 14, 2021)
3.3		Bylaws (incorporated by reference to Exhibit 3.3 to the Registration Statement on Form S-1/A filed with the Securities & Exchange Commission on May 28, 2021)
4.1		Specimen Unit Certificate (incorporated by reference to Exhibit 4.1 to the Registration Statement on Form S-1/A filed with the Securities & Exchange Commission on May 28, 2021)
4.2		Specimen Common Stock Certificate (incorporated by reference to Exhibit 4.2 to the Registration Statement on Form S-1/A filed with the Securities & Exchange Commission on May 28, 2021)
4.3		Specimen Warrant Certificate (incorporated by reference to Exhibit 4.3 to the Registration Statement on Form S-1/A filed with the Securities & Exchange Commission on May 28, 2021)
4.4		Warrant Agreement, dated June 8, 2021, by and between Continental Stock Transfer & Trust Company and the Registrant. (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed with the Securities & Exchange Commission on June 14, 2021)
4.5*		Description of Securities
10.1		Letter Agreements, dated June 8, 2021, by and between the Registrant and each of the initial stockholders, officers and directors of the Registrant (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the Securities & Exchange Commission on June 14, 2021)
10.2		Investment Management Trust Agreement, dated June 8, 2021, by and between Continental Stock Transfer & Trust Company and the Registrant. (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed with the Securities & Exchange Commission on June 14, 2021)
10.3		Stock Escrow Agreement, dated June 8, 2021, among the Registrant, Continental Stock Transfer & Trust Company and the initial shareholders (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed with the Securities & Exchange Commission on June 14, 2021)
10.4		Registration Rights Agreement, dated June 8, 2021, among the Registrant, Continental Stock Transfer & Trust Company and the initial shareholders (incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K filed with the Securities & Exchange Commission on June 14, 2021)
10.5		Indemnity Agreements, dated June 8, 2021, among the Registrant, and the directors and officers of the Registrant (incorporated by reference to Exhibit 10.5 to the Current Report on Form 8-K filed with the Securities & Exchange Commission on June 14, 2021)
10.6		Subscription Agreement, dated June 8, 2021, by and between the Company and Global Consumer Acquisition LLC (incorporated by reference to Exhibit 10.6 to the Current Report on Form 8-K filed with the Securities & Exchange Commission on June 14, 2021)

10.7		Purchaser Support Agreement dated as of December 13, 2021 by and among Global Consumer Acquisition Corp., Luminex Home Décor & Fragrance Holding Corporation and certain stockholders of Global Consumer Acquisition Corp. (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the Securities & Exchange Commission on December 13, 2021)
10.8		Form of Escrow Agreement by and among KeyBank National Association, Global Consumer Acquisition Corp. and CLP Luminex Holdings, LLC (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed with the Securities & Exchange Commission on December 13, 2021)
14		Code of Ethics (incorporated by reference to Exhibit 14 to the Registration Statement on Form S-1/A filed with the Securities & Exchange Commission on May 28, 2021)
31.1*		Certification of Chief Executive Officer pursuant to Rule 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to § 302 of the Sarbanes-Oxley Act of 2002
31.2*		Certification of Chief Financial Officer pursuant to Rule 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to § 302 of the Sarbanes-Oxley Act of 2002
32.1**		Certification of Chief Executive Officer pursuant to 18 U.S.C 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002
32.2**		Certification of Chief Financial Officer pursuant to 18 U.S.C 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002
99.1		Form of Audit Committee Charter (incorporated by reference to Exhibit 99.1 to the Registration Statement on Form S-1/A filed with the Securities & Exchange Commission on May 28, 2021)
99.2		Form of Compensation Committee Charter (incorporated by reference to Exhibit 99.2 to the Registration Statement on Form S-1/A filed with the Securities & Exchange Commission on May 28, 2021)
101.INS*		XBRL Instance Document

101.SCH*		XBRL Taxonomy Extension Schema Document

101.CAL*		XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF*		XBRL Taxonomy Extension Definition Linkbase Document

101.LAB*		XBRL Taxonomy Extension Label Linkbase Document

101.PRE*		XBRL Taxonomy Extension Presentation Linkbase Document

*Filed herewith.

*Furnished herewith.

ITEM 16.FORM 10-K SUMMARY

Not Applicable.

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS AND GOING CONCERN

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Exchange Act of 1934, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	Global Consumer Acquisition Corp.

Dated: March 25, 2022	By:	/s/ Rohan Ajila
	Name:	Rohan Ajila
	Title:	Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Pursuant to the requirements of the Securities Act of 1933, this report has been signed below by the following persons in the capacities and on the dates indicated.

Signature	Title	Date

/s/ Rohan Ajila	Chief Executive Officer, Chief Financial Officer and Co-Chairman of the Board of Directors	March 25, 2022
Rohan Ajila	(Principal Executive Officer, Principal Financial and Accounting Officer)

/s/ Gautham Pai	Co-Chairman of the Board of Directors	March 25, 2022
Gautham Pai

/s/ Art Drogue	Independent Director	March 25, 2022
Art Drogue

/s/ Tom Clausen	Independent Director	March 25, 2022
Tom Clausen

/s/ Denis Tse	Independent Director	March 25, 2022
Denis Tse

EX-4.5 2 gacqu-20211231xex4d5.htm EX-4.5

Exhibit 4.5

DESCRIPTION OF REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12

OF THE SECURITIES EXCHANGE ACT OF 1934

As of December 31, 2021, the end of the period covered by this Annual Report on Form 10-K, Global Consumer Acquisition Corp (the “Company,” “we,” “us,” or “our”) had three classes of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”): the Company’s units, common stock, par value $0.0001 per share, and warrants.

The following description of the Company’s capital stock and provisions of the Company’s amended and restated certificate of incorporation, bylaws and the Delaware General Corporation Law are summaries and are qualified in their entirety by reference to the Company’s amended and restated certificate of incorporation and bylaws and the text of the Delaware General Corporation Law. Copies of these documents have been filed with the SEC as exhibits to the Annual Report on Form 10-K to which this description has been filed as an exhibit.

General

Our amended and restated certificate of incorporation authorizes the issuance of up to 100,000,000 shares of common stock, par value $0.0001, and 1,000,000 shares of preferred stock, par value $0.0001. As of the date of this Annual Report on Form 10-K, 23,282,362 shares of common stock, including shares of common stock underlying the units and warrants, and no preferred shares are issued or outstanding. The following description summarizes all of the material terms of our securities. Because it is only a summary, it may not contain all the information that is important to you. For a complete description you should refer to our amended and restated certificate of incorporation and bylaws, which are filed as exhibits to this Annual Report on Form 10-K.

Units

Each unit consists of one share of common stock and one half of one redeemable warrant. Each whole warrant entitles the holder thereof to purchase one share of our common stock at a price of $11.50 per share, subject to adjustment as described the Company’s registration statement initially filed with the U.S. Securities and Exchange Commission (the “SEC”). No fractional warrants will be issued upon separation of the units and only whole warrants will be exercisable and trade. As a result, holders must exercise the warrants in multiples of two, at a price of $11.50 per share, to validly exercise their warrants.

On July 28, 2021, the Company announced that holders of the Company's units may elect to separately trade the common stock and warrants included in its units commencing on or about July 30, 2021.

Common Stock

Common stockholders of record are entitled to one vote for each share held on all matters to be voted on by stockholders. Holders of the common stock and holders of the common stock will vote together as a single class on all matters submitted to a vote of our stockholders, except as required by law. Unless specified in the Company’s amended and restated certificate of incorporation or bylaws, or as required by applicable provisions of the DGCL or applicable stock exchange rules, the affirmative vote of a majority of the Company’s shares of common stock that are voted is required to approve any such matter voted on by our stockholders.

Because our amended and restated certificate of incorporation authorizes the issuance of up to 100,000,000 shares of common stock, if we were to enter into a business combination, we may (depending on the terms of such a business combination) be required to increase the number of shares of common stock which we are authorized to issue at the same time as our stockholders vote on the business combination to the extent we seek stockholder approval in connection with our business combination.

In accordance with Nasdaq corporate governance requirements, we are not required to hold an annual meeting until no later than one year after our first fiscal year end following our listing on Nasdaq. Under Section 211(b) of the DGCL, we are, however, required to hold an annual meeting of stockholders for the purposes of electing directors in accordance with our bylaws, unless such election is made by written consent in lieu of such a meeting. We may not hold an annual meeting of stockholders to elect new directors prior to the consummation of our initial business

combination, and thus we may not be in compliance with Section 211(b) of the DGCL, which requires an annual meeting. Therefore, if our stockholders want us to hold an annual meeting prior to the consummation of our initial business combination, they may attempt to force us to hold one by submitting an application to the Delaware Court of Chancery in accordance with Section 211(c) of the DGCL.

Pursuant to the Company’s amended and restated certificate of incorporation, if the Company is unable to complete its business combination within 12 months (or 15 or 18 months, as applicable) from the closing of the Company’s IPO, we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than ten business days thereafter subject to lawfully available funds therefor, 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 $ 50,000 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), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our board of directors, dissolve and liquidate, subject in each case to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. Our sponsor, officers, directors, and special advisor, have agreed to waive their rights to liquidating distributions from the trust account with respect to any founder shares held by them if we fail to complete our business combination within 12 months from the closing of the Company’s IPO. If our initial stockholders acquire public shares in or after the Company’s IPO, they will be entitled to liquidating distributions from the trust account with respect to such public shares if we fail to complete our business combination within the prescribed time period. However, if we anticipate that we may not be able to consummate our initial business combination within 12 months, our sponsor may, but is not obligated to, extend the period of time to consummate a business combination 2 times by an additional 3 months each time (for a total of up to 18 months to complete a business combination), provided that, pursuant to the terms of our amended and restated certificate of incorporation and certain trust agreement entered into between us and Continental Stock Transfer & Trust Company on June 8, 2021, the only way to extend the time available for us to consummate our initial business combination in the absence of a definitive agreement is for our sponsor, upon five days’ advance notice prior to the applicable deadline, to deposit into the trust account $1,700,000, or $1,955,000 if the over-allotment option is exercised in full ($0.10 per share in either case, or an aggregate of $3,400,000 (or $3,910,000 if the over-allotment option is exercised in full)), on or prior to the date of the applicable deadline. In the event that our sponsor elected to extend the time to complete a business combination and deposited the applicable amount of money into trust, it would receive a non-interest bearing, unsecured promissory note equal to the amount of any such deposit that will not be repaid in the event that we are unable to close a business combination unless there are funds available outside the trust account to do so. Such notes would either be paid upon consummation of our initial business combination, or, at the relevant insider’s discretion, converted upon consummation of our business combination into additional private units at a price of $10.00 per unit. Our shareholders have approved the issuance of the private units 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. In the event that we receive notice from our sponsor five days prior to the applicable deadline of its intent to effect an extension, we intend to issue a press release announcing such intention at least three days prior to the applicable deadline. In addition, we intend to issue a press release the day after the applicable deadline announcing whether or not the funds had been timely deposited. Our sponsor is not obligated to fund the trust account to extend the time for us to complete our initial business combination.

In the event of a liquidation, dissolution or winding up of the company after a business combination, our stockholders are entitled to share ratably in all assets remaining available for distribution to them after payment of liabilities and after provision is made for each class of stock, if any, having preference over the common stock. Our stockholders have no preemptive or other subscription rights. There are no sinking fund provisions applicable to the common stock, except that we will provide our public stockholders with the opportunity to redeem their public shares for cash equal to their pro rata share of the aggregate amount then on deposit in the trust account, upon the completion of our initial business combination, subject to the limitations described herein.

Preferred Stock

Our amended and restated certificate of incorporation provides that shares of preferred stock may be issued from time to time in one or more series. Our board of directors are authorized to fix the voting rights, if any, designations, powers, preferences, the relative, participating, optional or other special rights and any qualifications, limitations and

restrictions thereof, applicable to the shares of each series. Our board of directors will be able to, without stockholder approval, issue preferred stock with voting and other rights that could adversely affect the voting power and other rights of the holders of the common stock and could have anti-takeover effects. The ability of our board of directors to issue preferred stock without stockholder approval could have the effect of delaying, deferring or preventing a change of control of us or the removal of existing management. We have no preferred stock outstanding at the date hereof. Although we do not currently intend to issue any shares of preferred stock, we cannot assure you that we will not do so in the future.

Redeemable Warrants

Public Stockholders’ Warrants

Each whole warrant entitles the registered holder to purchase one share of our common stock at a price of $11.50 per share, subject to adjustment as discussed below, at any time commencing on the later of 12 months from the closing of our IPO or the completion of our initial business combination. The warrants will expire five years after the completion of our initial business combination, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation. No fractional warrants will be issued upon separation of the units and only whole warrants will be exercisable and trade. As a result, holders must exercise the warrants in multiples of two, at a price of $11.50 per share, to validly exercise their warrants.

We will not be obligated to deliver any shares of common stock pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the shares of common stock underlying the warrants is then effective and a prospectus relating thereto is current, subject to our satisfying our obligations described below with respect to registration. No warrant will be exercisable and we will not be obligated to issue shares of common stock upon exercise of a warrant unless common stock issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. In the event that the conditions in the two immediately preceding sentences are not satisfied with respect to a warrant, the holder of such warrant will not be entitled to exercise such warrant and such warrant may have no value and expire worthless. In no event will we be required to net cash settle any warrant. In the event that a registration statement is not effective for the exercised warrants, the purchaser of a unit containing such warrant will have paid the full purchase price for the unit solely for the share of common stock underlying such unit.

We have agreed that as soon as practicable, but in no event later than 30 business days, after the closing of our initial business combination, we will use our reasonable best efforts to file, and within 90 business days following our initial business combination to have declared effective, a registration statement for the registration, under the Securities Act, of the shares of common stock issuable upon exercise of the warrants. We will use our reasonable best efforts to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the warrants in accordance with the provisions of the warrant agreement. Notwithstanding the above, if our common stock is at the time of any exercise of a warrant not listed on a national securities exchange such that it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act, we may, at our option, require holders of public warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event we so elect, we will not be required to file or maintain in effect a registration statement, but we will be required to use our best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available.

Redemption of Warrants. Once the warrants become exercisable, we may call the warrants for redemption:

●in whole and not in part;

●at a price of $0.01 per warrant;

●upon not less than 30 days’ prior written notice of redemption (the “30-day redemption period”) to each warrant holder; and

if, and only if, the reported last sale price of the common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending three business days before we send the notice of redemption to the warrant holders.

If and when the warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the underlying securities for sale under all applicable state securities laws. We will use our best efforts to register or qualify such shares of common stock under the blue sky laws of the state of residence in those states in which the warrants were offered by us.

We have established the last of the redemption criterion discussed above to prevent a redemption call unless there is at the time of the call a significant premium to the warrant exercise price. If the foregoing conditions are satisfied and we issue a notice of redemption of the warrants, each warrant holder will be entitled to exercise its warrant prior to the scheduled redemption date. However, the price of the common stock may fall below the $18.00 redemption trigger price (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) as well as the $11.50 warrant exercise price after the redemption notice is issued.

Redemption Procedures and Cashless Exercise. If we call the warrants for redemption as described above, our management will have the option to require any holder that wishes to exercise its warrant to do so on a “cashless basis.” In determining whether to require all holders to exercise their warrants on a “cashless basis,” our management will consider, among other factors, our cash position, the number of warrants that are outstanding and the dilutive effect on our stockholders of issuing the maximum number of shares of common stock issuable upon the exercise of our warrants. If our management takes advantage of this option, all holders of warrants would pay the exercise price by surrendering their 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 excess of the “fair market value” (defined below) over the exercise price of the warrants by (y) the fair market value. The “fair market value” shall mean the average last reported sale price of the 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. If our management takes advantage of this option, the notice of redemption will contain the information necessary to calculate the number of shares of common stock to be received upon exercise of the warrants, including the “fair market value” in such case. Requiring a cashless exercise in this manner will reduce the number of shares to be issued and thereby lessen the dilutive effect of a warrant redemption. We believe this feature is an attractive option to us if we do not need the cash from the exercise of the warrants after our initial business combination. If we call our warrants for redemption and our management does not take advantage of this option, our sponsor and its permitted transferees would still be entitled to exercise their private placement units for cash or on a cashless basis using the same formula described above that other warrant holders would have been required to use had all warrant holders been required to exercise their warrants on a cashless basis, as described in more detail below.

A holder of a warrant may notify us in writing in the event it elects to be subject to a requirement that such holder will not have the right to exercise such warrant, to the extent that after giving effect to such exercise, such person (together with such person’s affiliates), to the warrant agent’s actual knowledge, would beneficially own in excess of 4.99% or 9.99% (or such other amount as a holder may specify) of the shares of common stock outstanding immediately after giving effect to such exercise.

If the number of outstanding shares of common stock is increased by a stock dividend payable in shares of common stock, or by a split-up of shares of common stock or other similar event, then, on the effective date of such stock dividend, split-up or similar event, the number of shares of common stock issuable on exercise of each warrant will be increased in proportion to such increase in the outstanding shares of common stock. A rights offering to holders of common stock entitling holders to purchase shares of common stock at a price less than the fair market value will be deemed a stock dividend of a number of shares of common stock equal to the product of (i) the number of shares of common stock actually sold in such rights offering (or issuable under any other equity securities sold in such rights offering that are convertible into or exercisable for common stock) multiplied by (ii) one (1) minus the quotient of (x) the price per share of common stock paid in such rights offering divided by (y) the fair market value. For these purposes (i) if the rights offering is for securities convertible into or exercisable for common stock, in determining the price payable for common stock, there will be taken into account any consideration received for such rights, as well as any additional amount payable upon exercise or conversion and (ii) fair market value means the volume weighted average price of common stock as reported during the ten (10) trading day period ending on the trading day prior to

the first date on which the shares of common stock trade on the applicable exchange or in the applicable market, regular way, without the right to receive such rights.

In addition, if we, at any time while the warrants are outstanding and unexpired, pay a dividend or make a distribution in cash, securities or other assets to the holders of common stock on account of such shares of common stock (or other shares of our capital stock into which the warrants are convertible), other than (a) as described above, (b) certain ordinary cash dividends, (c) to satisfy the redemption rights of the holders of common stock in connection with a proposed initial business combination, (d) to satisfy the redemption rights of the holders of common stock in connection with a stockholder vote to amend our amended and restated certificate of incorporation (i) to modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 12 months (or 15 or 18 months, as applicable) from the closing of our IPO or (ii) with respect to any other provision relating to stockholders’ rights or pre-initial business combination activity, or (e) in connection with the redemption of our public shares upon our failure to complete our initial business combination, then the warrant exercise price will be decreased, effective immediately after the effective date of such event, by the amount of cash and/or the fair market value of any securities or other assets paid on each share of common stock in respect of such event.

If the number of outstanding shares of our common stock is decreased by a consolidation, combination, reverse stock split or reclassification of shares of common stock or other similar event, then, on the effective date of such consolidation, combination, reverse stock split, reclassification or similar event, the number of shares of common stock issuable on exercise of each warrant will be decreased in proportion to such decrease in outstanding shares of common stock.

Whenever the number of shares of common stock purchasable upon the exercise of the warrants is adjusted, as described above, the warrant exercise price will be adjusted by multiplying the warrant exercise price immediately prior to such adjustment by a fraction (x) the numerator of which will be the number of shares of common stock purchasable upon the exercise of the warrants immediately prior to such adjustment, and (y) the denominator of which will be the number of shares of common stock so purchasable immediately thereafter.

In case of any reorganization of the outstanding shares of common stock (other than those described above or that solely affects the par value of such shares of common stock), or in the case of any merger or consolidation of us with or into another corporation (other than a consolidation or merger in which we are the continuing corporation and that does not result in any reclassification or reorganization of our outstanding shares of common stock), or in the case of any sale or conveyance to another corporation or entity of the assets or other property of us as an entirety or substantially as an entirety in connection with which we are dissolved, the holders of the warrants will thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the warrants and in lieu of the shares of our common stock immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the holder of the warrants would have received if such holder had exercised their warrants immediately prior to such event. If less than 70% of the consideration receivable by the holders of common stock in such a transaction is payable in the form of common stock in the successor entity that is listed for trading on a national securities exchange or is quoted in an established over-the-counter market, or is to be so listed for trading or quoted immediately following such event, and if the registered holder of the warrant properly exercises the warrant within thirty days following public disclosure of such transaction, the warrant exercise price will be reduced as specified in the warrant agreement based on the Black-Scholes value (as defined in the warrant agreement) of the warrant. The warrants will be issued in registered form under a warrant agreement between Continental Stock Transfer & Trust Company, as warrant agent, and us.

In addition, if (x) we issue additional shares of common stock or equity-linked securities for capital raising purposes in connection with the closing of our initial business combination at a Newly Issued Price of less than $9.20 per share of common stock (with such issue price or effective issue price to be determined in good faith by our board of directors and, in the case of any such issuance to our sponsor or its affiliates, without taking into account any founder shares held by our sponsor or such affiliates, as applicable, prior to such issuance), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of our initial business combination on the date of the consummation of our initial business combination (net of

redemptions), and (z) the Market Value is below $9.20 per share, then the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the greater of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described above will be adjusted (to the nearest cent) to be equal to 180% of the greater of the Market Value and the Newly Issued Price.]

The warrants may be exercised upon surrender of the warrant certificate on or prior to the expiration date at the offices of the warrant agent, with the exercise form on the reverse side of the warrant certificate completed and executed as indicated, accompanied by full payment of the exercise price (or on a cashless basis, if applicable), by certified or official bank check payable to us, for the number of warrants being exercised. The warrant holders do not have the rights or privileges of holders of common stock or any voting rights until they exercise their warrants and receive shares of common stock. After the issuance of shares of common stock upon exercise of the warrants, each holder will be entitled to one (1) vote for each share held of record on all matters to be voted on by stockholders.

No fractional shares will be issued upon exercise of the warrants. If, upon exercise of the warrants, a holder would be entitled to receive a fractional interest in a share, we will, upon exercise, round down to the nearest whole number of shares of common stock to be issued to the warrant holder.

We have agreed that, subject to applicable law, any action, proceeding or claim against us arising out of or relating in any way to the warrant agreement will be brought and enforced in the courts of the State of New York or the United States District Court for the Southern District of New York, and we irrevocably submit to such jurisdiction, which jurisdiction will be the exclusive forum for any such action, proceeding or claim.

Dividends

We have not paid any cash dividends on our shares of common stock to date and do not intend to pay cash dividends prior to the completion of a business combination. The payment of cash dividends in the future will be dependent upon our revenues and earnings, if any, capital requirements and general financial condition subsequent to completion of a business combination. The payment of any dividends subsequent to a business combination will be within the discretion of our then board of directors. It is the present intention of our board of directors to retain all earnings, if any, for use in our business operations and, accordingly, our board does not anticipate declaring any dividends in the foreseeable future.

Our Transfer Agent and Warrant Agent

The transfer agent for our securities and warrant agent for our warrants is Continental Stock Transfer & Trust Company, 1 State Street, New York, New York 10004.

Listing of our Securities

Our units, shares of common stock and warrants trade separately on Nasdaq under the symbols “GACQU,” “GACQ” and “GACQW,” respectively.

Certain Anti-Takeover Provisions of Delaware Law and our Amended and Restated Certificate of Incorporation and Bylaws

We are subject to the provisions of Section 203 of the DGCL regulating corporate takeovers. This statute prevents certain Delaware corporations, under certain circumstances, from engaging in a “business combination” with:

a stockholder who owns 15% or more of our outstanding voting stock (otherwise known as an “interested stockholder”);

an affiliate of an interested stockholder; or

an associate of an interested stockholder, for three years following the date that the stockholder became an interested stockholder.

A “business combination” includes a merger or sale of more than 10% of our assets. However, the above provisions of Section 203 do not apply if:

our board of directors approves the transaction that made the stockholder an “interested stockholder,” prior to the date of the transaction;

after the completion of the transaction that resulted in the stockholder becoming an interested stockholder, that stockholder owned at least 85% of our voting stock outstanding at the time the transaction commenced, other than statutorily excluded shares of common stock; or

on or subsequent to the date of the transaction, the business combination is approved by our board of directors and authorized at a meeting of our stockholders, and not by written consent, by an affirmative vote of at least two-thirds of the outstanding voting stock not owned by the interested stockholder.

Our authorized but unissued common stock and preferred stock are available for future issuances without stockholder approval and could be utilized for a variety of corporate purposes, including future offerings to raise additional capital, acquisitions and employee benefit plans. The existence of authorized but unissued and unreserved common stock and preferred stock could render more difficult or discourage an attempt to obtain control of us by means of a proxy contest, tender offer, merger or otherwise.

Exclusive forum for certain lawsuits

Our amended and restated certificate of incorporation requires, to the fullest extent permitted by law, that derivative actions brought in our name, actions against directors, officers and employees for breach of fiduciary duty and other similar actions may be brought only in the Court of Chancery in the State of Delaware, except any action (A) as to which the Court of Chancery in the State of Delaware determines that there is an indispensable party not subject to the jurisdiction of the Court of Chancery (and the indispensable party does not consent to the personal jurisdiction of the Court of Chancery within ten days following such determination), (B) which is vested in the exclusive jurisdiction of a court or forum other than the Court of Chancery, (C) for which the Court of Chancery does not have subject matter jurisdiction, or (D) any action arising under the Securities Act, as to which the Court of Chancery and the federal district court for the District of Delaware shall have concurrent jurisdiction. If an action is brought outside of Delaware, the stockholder bringing the suit will be deemed to have consented to service of process on such stockholder’s counsel. Although we believe this provision benefits us by providing increased consistency in the application of Delaware law in the types of lawsuits to which it applies, a court may determine that this provision is unenforceable, and to the extent it is enforceable, the provision may have the effect of discouraging lawsuits against our directors and officers, although our stockholders will not be deemed to have waived our compliance with federal securities laws and the rules and regulations thereunder.

Our amended and restated certificate of incorporation provides that the exclusive forum provision will be applicable to the fullest extent permitted by applicable law. Section 27 of the Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder. As a result, the exclusive forum provision will not apply to suits brought to enforce any duty or liability created by the Exchange Act or any other claim for which the federal courts have exclusive jurisdiction.

Special meeting of stockholders

Our bylaws provide that special meetings of our stockholders may be called only by a majority vote of our board of directors, by our Chief Executive Officer or by our Chairman.

Advance notice requirements for stockholder proposals and director nominations

Our bylaws provide that stockholders seeking to bring business before our annual meeting of stockholders, or to nominate candidates for election as directors at our annual meeting of stockholders, must provide timely notice of their intent in writing. To be timely, a stockholder’s notice will need to be received by the company secretary at our principal executive offices not later than the close of business on the 90^th day nor earlier than the close of business on the 120^th day prior to the anniversary date of the immediately preceding annual meeting of stockholders. Pursuant to

Rule 14a-8 of the Exchange Act, proposals seeking inclusion in our annual proxy statement must comply with the notice periods contained therein. Our bylaws also specify certain requirements as to the form and content of a stockholders’ meeting. These provisions may preclude our stockholders from bringing matters before our annual meeting of stockholders or from making nominations for directors at our annual meeting of stockholders.

Action by written consent

Subsequent to the consummation of the offering, any action required or permitted to be taken by our common stockholders must be effected by a duly called annual or special meeting of such stockholders and may not be effected by written consent of the stockholders other than with respect to our common stock.

Common Stock Consent Right

For so long as any shares of common stock remain outstanding, we may not, without the prior vote or written consent of the holders of a majority of the shares of common stock then outstanding, voting separately as a single class, amend, alter or repeal any provision our certificate of incorporation, whether by merger, consolidation or otherwise, if such amendment, alteration or repeal would alter or change the powers, preferences or relative, participating, optional or other or special rights of the common stock. Any action required or permitted to be taken at any meeting of the holders of common stock may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holders of the outstanding common stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares of common stock were present and voted.

Limitation on Liability and Indemnification of Officers and Directors

Our amended and restated certificate of incorporation provides that our officers and directors will be indemnified by us to the fullest extent authorized by Delaware law, as it now exists or may in the future be amended. In addition, our amended and restated certificate of incorporation provides that our directors will not be personally liable for monetary damages to us or our stockholders for breaches of their fiduciary duty as directors, unless they violated their duty of loyalty to us or our stockholders, acted in bad faith, knowingly or intentionally violated the law, authorized unlawful payments of dividends, unlawful stock purchases or unlawful redemptions, or derived an improper personal benefit from their actions as directors.

We have entered into agreements with our officers and directors to provide contractual indemnification in addition to the indemnification provided for in our amended and restated certificate of incorporation. Our bylaws also permits us to secure insurance on behalf of any officer, director or employee for any liability arising out of his or her actions, regardless of whether Delaware law would permit such indemnification. We have purchased a policy of directors’ and officers’ liability insurance that insures our officers and directors against the cost of defense, settlement or payment of a judgment in some circumstances and insures us against our obligations to indemnify our officers and directors.

These provisions may discourage stockholders from bringing a lawsuit against our directors for breach of their fiduciary duty. These provisions also may have the effect of reducing the likelihood of derivative litigation against officers and directors, even though such an action, if successful, might otherwise benefit us and our stockholders. Furthermore, a stockholder’s investment may be adversely affected to the extent we pay the costs of settlement and damage awards against officers and directors pursuant to these indemnification provisions.

EX-31.1 3 gacqu-20211231xex31d1.htm EX-31.1

Exhibit 31.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

PURSUANT TO RULE 13A-14(A) UNDER THE SECURITIES EXCHANGE ACT OF 1934,

AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Rohan Ajila, certify that:

I have reviewed this Annual Report on Form 10-K of Global Consumer Acquisition Corp.;

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; and

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under my supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; and

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.


Date: March 25, 2022
	/s/ Rohan Ajila
	Rohan Ajila
	Chief Executive Officer
	(Principal executive officer)

EX-31.2 4 gacqu-20211231xex31d2.htm EX-31.2

Exhibit 31.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER

PURSUANT TO RULE 13A-14(A) UNDER THE SECURITIES EXCHANGE ACT OF 1934,

AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Rohan Ajila, certify that:

I have reviewed this Annual Report on Form 10-K of Global Consumer Acquisition Corp.;

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.


Date: March 25, 2022

	/s/ Rohan Ajila
	Rohan Ajila
	Chief Financial Officer
	(Principal financial and accounting officer)

EX-32.1 5 gacqu-20211231xex32d1.htm EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of Global Consumer Acquisition Corp. (the “Company”) on Form 10-K for the year ended December 31, 2021 as filed with the Securities and Exchange Commission (the “Report”), I, Rohan Ajila, Chief Executive Officer of the Company, hereby certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operation of the Company.


Date: March 25, 2022

	/s/ Rohan Ajila
	Rohan Ajila
	Chief Executive Officer
	(Principal executive officer)

EX-32.2 6 gacqu-20211231xex32d2.htm EX-32.2

Exhibit 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of Global Consumer Acquisition Corp (the “Company”) on Form 10-K for the year ended December 31, 2021 as filed with the Securities and Exchange Commission (the “Report”), I, Rohan Ajila, Chief Financial Officer of the Company, hereby certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operation of the Company.


Date: March 25, 2022
	/s/ Rohan Ajila
	Rohan Ajila
	Chief Financial Officer
	(Principal financial and accounting officer)

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Units Warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price. Warrants Document Information [Line Items] Document Type Document Annual Report Document Transition Report Document Period End Date Entity File Number Entity Registrant Name Entity Incorporation, State or Country Code Entity Tax Identification Number Entity Address, Address Line One Entity Address, City or Town Entity Address State Or Province Entity Address, Postal Zip Code City Area Code Local Phone Number Title of 12(b) Security Trading Symbol Security Exchange Name Entity Well-known Seasoned Issuer Entity Voluntary Filers Entity Current Reporting Status Entity Interactive Data Current Entity Filer Category Entity Small Business Entity Emerging Growth Company Entity Ex Transition Period Entity Shell Company Entity Common Stock, Shares Outstanding Entity Public Float Entity Central Index Key Current Fiscal Year End Date Document Fiscal Year Focus Document Fiscal Period Focus Amendment Flag Boolean flag that is true when the company has a shorter operating period because the period of inception of the company is later than the start of the reporting period, therefore, the Fiscal Period Focus is longer than the actual period of operations. Transition Report Auditor Firm ID Auditor Name Auditor Location Balance Sheets Statement [Table] Statement [Line Items] Assets [Abstract] ASSETS Cash held in its operating account Cash Prepaid Expense, Current Prepaid expense Assets, Current Total Current Assets Marketable securities held in Trust Account Cash and Marketable Securities held in Trust Account Assets Total Assets Liabilities and Equity [Abstract] LIABILITIES AND STOCKHOLDER'S DIFICIT Liabilities, Current [Abstract] Current Liabilities Accrued liabilities - current Accrued expense Carrying value as of the balance sheet date of obligations incurred and payable, pertaining to franchise tax. Franchise tax payable Liabilities, Current Total Current Liabilities Financial Instruments Subject to Mandatory Redemption, Settlement Terms, Fair Value of Shares Warrant Liability The carrying value as of balance sheet date of underwriting fees payable or deferred, classified as noncurrent. Deferred Offering Costs Noncurrent Deferred underwriting fees Liabilities Total Liabilities Commitments and Contingencies Commitments and Contingencies (NOTE 6) Temporary Equity, Carrying Amount, Attributable to Parent Common stock subject to possible redemption; Common stock subject to possible redemption, 18,263,000 and -0- shares at redemption value of $10.05 per share on December 31, 2021 and -0- on December 31, 2020, respectively Stockholders' Equity Attributable to Parent [Abstract] Stockholders' Deficit Preferred Stock, Value, Issued Preferred shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding Common Stock, Value, Issued Common stocks, $0.0001 par value; 100,000,000 shares authorized; 5,019,363 and -0- issued and outstanding (excluding 18,263,000 and -0- shares subject to possible redemption) at December 31, 2021 and December 31, 2020, respectively Retained Earnings (Accumulated Deficit) Accumulated deficit Stockholders' Equity Attributable to Parent Balance at the end Balance at the beginning Total Stockholders' Deficit Liabilities and Equity Total Liabilities and Stockholders' Deficit Classification of common stock representing shares subject to possible redemption. Common stock subject to redemption Common Stock Not Subject To Redemption. Common Stock Not Subject To Redemption Preferred Stock, Par or Stated Value Per Share Preferred stock, par value, (per share) Preferred stock, par value, (per share) Preferred Stock, Shares Authorized Preferred stock, shares authorized Preferred shares, shares authorized Preferred Stock, Shares Issued Preferred stock, shares issued Preferred shares, shares issued Preferred Stock, Shares Outstanding Preferred stock, shares outstanding Preferred shares, shares outstanding Common Stock, Par or Stated Value Per Share Common shares, par value, (per share) Common shares, par value (in dollars per share) Common Stock, Shares Authorized Common shares, shares authorized Common shares, shares authorized (in shares) Common Stock, Shares, Issued Common shares, shares issued Common shares, shares issued (in shares) Common Stock, Shares, Outstanding Common shares, shares outstanding Common shares, shares outstanding (in shares) Temporary equity, shares issued Temporary equity, shares issued Temporary equity, shares outstanding Temporary equity, shares outstanding Temporary Equity, Redemption Price Per Share Redemption value per share Statements of Operations Formation and operating costs Formation and operating costs Amount of franchise tax expense incurred during the period. Franchise Tax Expense Franchise tax expense Operating Income (Loss) Loss from operation costs Other income: Other income and expense: Amount of realized and unrealized gain loss on investments. Realized and Unrealized Gain Loss On Investments Realized and unrealized gain from marketable securities held in Trust Account Realized and unrealized gain from marketable securities held in Trust Account Fair Value Adjustment of Warrants Change in fair value of warrant liability Change in fair value of warrant liability Amount of offering costs allocated to warrants. Offering costs allocated to warrants Offering costs allocated to warrants Net Income (Loss) Attributable to Parent Net Income (Loss) Net income (loss) Weighted Average Number of Shares Outstanding, Basic Weighted average shares outstanding, basic Basic weighted average number of common share Weighted Average Number of Shares Outstanding, Diluted Weighted average shares outstanding, diluted Diluted weighted average number of common share Earnings Per Share, Basic Basic net loss per common share Basic net income per common share Earnings Per Share, Diluted Diluted net loss per common share Diluted net income per common share Statements of Changes in Stockholders' Deficit Equity Components [Axis] Equity Component [Domain] Additional Paid-in Capital Accumulated Deficit Increase (Decrease) in Stockholders' Equity [Roll Forward] Shares, Issued Balance at the end (in shares) Balance at the beginning (in shares) Stock Issued During Period, Value, New Issues Insurance of common stock to Sponsor Aggregate purchase price Stock Issued During Period, Shares, New Issues Insurance of common stock to Sponsor (in shares) Number of shares issued Amount of accretion for common stock to redemption amount, net of underwriting discounts and offering costs. Accretion for Common Stock to Redemption Amount, Net of Underwriting Discounts and Offering Costs Re-measurement for common stock to redemption amount Shares Issued, Value, Share-based Payment Arrangement, Forfeited Forfeiture of founder shares Shares Issued, Shares, Share-based Payment Arrangement, Forfeited Forfeiture of founder shares (in shares) Equity impact of the value of new unit issued during the period. Units Issued During Period, Value, New Issues Sale of Private Units Number of new units issued during the period. Units Issued During Period, Shares, New Issues Sale of Private Units (in shares) Number of units sold Statements of Cash Flows Cash Flows from Operating Activities: Cash flows from operating activities: Net loss Net income Adjustments to reconcile net loss to net cash used in operating activities: Amount represents for change in fair value of warrant liability. Change in fair value of warrant liability Change in fair value of warrant liability Changes in operating assets and liabilities: Amount of increase (decrease) in prepaid expenses and other receivables. Increase (Decrease) in Prepaid Expenses and Other Receivable Prepaid expenses Increase (Decrease) in Accrued Liabilities Accrued expenses The increase (decrease) during the reporting period of franchise tax payable. IncreaseDecreaseFranchiseTaxPayable Franchise tax payable Net Cash Provided by (Used in) Operating Activities Net cash used in operating activities Cash Flows from Investing Activities: Cash flows from investing activities: The amount of cash outflow for investment of cash in trust account. Payments for investment of cash in Trust Account Investment of cash in Trust Account Net Cash Provided by (Used in) Investing Activities Net cash used in investing activities Cash Flows from Financing Activities: Cash flows from financing activities: Proceeds from Issuance of Common Stock Proceeds from issue of founder shares The cash inflow from the sale of units net of underwriting discount. Proceeds from Issuance of Units, Net Proceeds from sale of units, net underwriting discount paid Proceeds from Issuance of Warrants Proceeds from sale of private placement Aggregate purchase price Proceeds from Related Party Debt Proceeds from promissory note - related party Payments of Stock Issuance Costs Payment of offering costs Net Cash Provided by (Used in) Financing Activities Net cash provided by financing activities Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents, Period Increase (Decrease), Including Exchange Rate Effect Net change in cash Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents Cash at end of period Cash at beginning of period Supplemental Disclosure of Non-Cash Investing and Financing Activities: Non-cash investing and financing activities: Amount of initial classification of common stock subject to possible redemption, classified as non-cash investing and financing activity. Initial Classification Of Common Stock Subject To Possible Redemption Initial classification of common stock subject to possible redemption Amount of accretion of Common Stock subject to redemption. Accretion of Common Stock subject to redemption Re-measurement of Common Stock subject to redemption Amount of underwriting fee payable deferred during the period, classified as non-cash investing and financing activity. Deferred Underwriting Fee Payable Deferred underwriting fee payable Amount of initial classification of warrant liability. Initial Classification of Warrant Liability Initial measurement of public warrants and private placement warrants DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS AND GOING CONCERN DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS [TEXT BLOCK] DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS AND GOING CONCERN SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [TEXT BLOCK] SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES No definition available. INITIAL PUBLIC OFFERING. The entire disclosure on information about initial public offering. Initial Public Offering [Text Block] INITIAL PUBLIC OFFERING No definition available. PRIVATE PLACEMENT. The entire disclosure on information about private placement. Private Placement [Text Block] PRIVATE PLACEMENT RELATED PARTY TRANSACTIONS Related Party Transactions Disclosure [Text Block] RELATED PARTY TRANSACTIONS COMMITMENTS AND CONTINGENCIES. Commitments and Contingencies Disclosure [Text Block] COMMITMENTS AND CONTINGENCIES WARRANT LIABILITY WARRANT LIABILITY [Abstract] The entire disclosure for warrants. Warrant Liabilities Disclosure Text Block WARRANT LIABILITY STOCKHOLDER'S EQUITY (DEFICIT) Stockholders' Equity Note Disclosure [Text Block] STOCKHOLDER'S EQUITY (DEFICIT) FAIR VALUE MEASUREMENTS Fair Value Disclosures [Text Block] FAIR VALUE MEASUREMENTS INCOME TAX Income Tax Disclosure [Text Block] INCOME TAX BUSINESS COMBINATIONS Business Combination Disclosure [Text Block] BUSINESS COMBINATIONS SUBSEQUENT EVENTS Subsequent Events [Text Block] SUBSEQUENT EVENTS Basis of Accounting, Policy [Policy Text Block] Basis of Presentation Represents the accounting policy on Emerging Growth Company. Emerging Growth Company [Policy Text Block] Emerging Growth Company Use of Estimates, Policy [Policy Text Block] Use of Estimates Cash and Cash Equivalents, Policy [Policy Text Block] Cash and Cash Equivalents The disclosure of accounting policy for assets held in trust. Assets Held In Trust Account, Policy [Policy Text Block] Marketable Securities Held in Trust Account Derivatives, Policy [Policy Text Block] Derivative financial instruments Disclosure of accounting policy for deferral and amortization of significant deferred charges. Deferred Offering Costs Associated With Initial Public Offering [Policy Text Block] Offering Costs Associated with the Initial Public Offering The disclosure of accounting policy for temporary equity. Temporary Equity, Policy [Policy Text Block] Common Stock Subject to Possible Redemption Income Tax, Policy [Policy Text Block] Income Taxes Earnings Per Share, Policy [Policy Text Block] Net Income (Loss) per Common Stock Concentration Risk, Credit Risk, Policy [Policy Text Block] Concentration of Credit Risk Fair Value of Financial Instruments, Policy [Policy Text Block] Fair Value of Financial Instruments Fair Value Measurement, Policy [Policy Text Block] Fair Value Measurements New Accounting Pronouncements, Policy [Policy Text Block] Recent Accounting Standards Temporary Equity [Table Text Block] Summary of common Stock issued to the public reflected on the balance sheet Reconciliation of Net Loss per Common Share Schedule of Company's assets that are measured at fair value on a recurring basis Schedule of company's assets that are measured at fair value on a recurring basis Fair Value Measurement Inputs and Valuation Techniques [Table Text Block] Schedule of quantitative information regarding Level 3 fair value measurements inputs Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Table Text Block] Schedule of change in the fair value of the warrant liabilities Schedule of Components of Income Tax Expense (Benefit) [Table Text Block] Income tax provision Schedule of Effective Income Tax Rate Reconciliation [Table Text Block] Summary of reconciliation of the federal income tax rate (benefit) to the Company's effective tax rate Schedule of Deferred Tax Assets and Liabilities [Table Text Block] Summary of significant components of the Company's deferred tax assets Subsidiary or Equity Method Investee, Sale of Stock by Subsidiary or Equity Investee [Table] Sale of Stock [Axis] Sale of Stock [Domain] IPO Private Placement Over-allotment option Represents information relating to private placement units. Private Placement Units Subsidiary, Sale of Stock [Line Items] The minimum number of businesses which the reporting entity must acquire with the net proceeds of the offering. Condition for future business combination number of businesses minimum Purchase price, per unit Proceeds from issuance initial public offering EX-101.PRE 14 gacqu-20211231_pre.xml EX-101.PRE XML 15 R1.htm IDEA: XBRL DOCUMENT

Document and Entity Information - USD ($)	12 Months Ended
Document and Entity Information - USD ($)	Dec. 31, 2021	Mar. 25, 2022	Jun. 30, 2021
Document Information [Line Items]
Document Type	10-K
Document Annual Report	true
Document Transition Report	false
Document Period End Date	Dec. 31, 2021
Entity File Number	001-40468
Entity Registrant Name	Global Consumer Acquisition Corp.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	86-1229973
Entity Address, Address Line One	1926 Rand Ridge Court
Entity Address, City or Town	Marietta,
Entity Address State Or Province	GA
Entity Address, Postal Zip Code	30062
City Area Code	650
Local Phone Number	560-4753
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Shell Company	true
Entity Common Stock, Shares Outstanding		23,282,362
Entity Public Float			$ 0
Entity Central Index Key	0001846288
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2021
Document Fiscal Period Focus	FY
Amendment Flag	false
Transition Report	false
Auditor Firm ID	5395
Auditor Name	Marcum Bernstein & Pinchuk LLP
Auditor Location	New York
Common Stock
Document Information [Line Items]
Title of 12(b) Security	Common Stock
Trading Symbol	GACQ
Security Exchange Name	NASDAQ
Units
Document Information [Line Items]
Title of 12(b) Security	Units
Trading Symbol	GACQU
Security Exchange Name	NASDAQ
Warrants
Document Information [Line Items]
Title of 12(b) Security	Warrants
Trading Symbol	GACQW
Security Exchange Name	NASDAQ

- Details

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Balance Type:
Period Type:

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Balance Sheets - USD ($)	Dec. 31, 2021	Dec. 31, 2020
ASSETS
Cash	$ 257,271
Prepaid expense	80,169
Total Current Assets	337,440
Cash and Marketable Securities held in Trust Account	183,570,432
Total Assets	183,907,872
Current Liabilities
Accrued expense	1,740,131	$ 478
Franchise tax payable	113,648
Total Current Liabilities	1,853,779	478
Warrant Liability	5,773,748
Deferred underwriting fees	5,935,475
Total Liabilities	13,563,002	478
Commitments and Contingencies (NOTE 6)
Common stock subject to possible redemption, 18,263,000 and -0- shares at redemption value of $10.05 per share on December 31, 2021 and -0- on December 31, 2020, respectively	183,570,432
Stockholders' Deficit
Preferred shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding
Common stocks, $0.0001 par value; 100,000,000 shares authorized; 5,019,363 and -0- issued and outstanding (excluding 18,263,000 and -0- shares subject to possible redemption) at December 31, 2021 and December 31, 2020, respectively	502
Accumulated deficit	(13,226,064)	(478)
Total Stockholders' Deficit	(13,225,562)	$ (478)
Total Liabilities and Stockholders' Deficit	$ 183,907,872

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Balance Sheets (Parenthetical) - $ / shares	Dec. 31, 2021	Dec. 31, 2020
Preferred stock, par value, (per share)	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common shares, par value, (per share)	$ 0.0001	$ 0.0001
Common shares, shares authorized	100,000,000	100,000,000
Common shares, shares issued	5,019,363	0
Common shares, shares outstanding	5,019,363	0
Common stock subject to redemption
Temporary equity, shares issued	18,263,000
Temporary equity, shares outstanding	18,263,000	0
Redemption value per share	$ 10.05	$ 0
Common Stock Not Subject To Redemption
Common shares, shares issued	5,019,363
Common shares, shares outstanding	5,019,363

XML 18 R4.htm IDEA: XBRL DOCUMENT

Statements of Operations - USD ($)		12 Months Ended
Statements of Operations - USD ($)	Dec. 31, 2020	Dec. 31, 2021
Statements of Operations
Formation and operating costs	$ (478)	$ (2,327,118)
Franchise tax expense		113,648
Loss from operation costs	(478)	(2,440,766)
Other income and expense:
Realized and unrealized gain from marketable securities held in Trust Account		27,282
Change in fair value of warrant liability		4,007,950
Offering costs allocated to warrants		450,846
Net income (loss)	$ (478)	$ 1,143,620
Weighted average shares outstanding, basic		14,904,015
Weighted average shares outstanding, diluted		14,904,015
Basic net loss per common share		$ 0.08
Diluted net loss per common share		$ 0.08

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Statements of Changes in Stockholders' Deficit - USD ($)	Common Stock	Additional Paid-in Capital	Accumulated Deficit	Total
Balance at the beginning at Dec. 27, 2020	$ 0	$ 0	$ 0	$ 0
Balance at the beginning (in shares) at Dec. 27, 2020	0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net Income (Loss)			(478)	(478)
Balance at the end at Dec. 31, 2020	$ 0	0	(478)	(478)
Balance at the end (in shares) at Dec. 31, 2020	0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Insurance of common stock to Sponsor	$ 489	24,511		25,000
Insurance of common stock to Sponsor (in shares)	4,887,500
Re-measurement for common stock to redemption amount		(4,321,343)	(14,369,206)	(18,690,549)
Forfeiture of founder shares	$ 32	32
Forfeiture of founder shares (in shares)	(321,750)
Sale of Private Units	$ 45	$ 4,296,800		4,296,845
Sale of Private Units (in shares)	453,613
Net Income (Loss)			1,143,620	1,143,620
Balance at the end at Dec. 31, 2021	$ 502		$ (13,226,064)	$ (13,225,562)
Balance at the end (in shares) at Dec. 31, 2021	5,019,363

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Statements of Cash Flows - USD ($)	12 Months Ended
Statements of Cash Flows - USD ($)	Dec. 31, 2021	Dec. 31, 2020
Cash flows from operating activities:
Net income	$ 1,143,620	$ (478)
Adjustments to reconcile net loss to net cash used in operating activities:
Realized and unrealized gain from marketable securities held in Trust Account	(27,282)
Change in fair value of warrant liability	(4,007,950)
Offering costs allocated to warrants	450,846
Changes in operating assets and liabilities:
Prepaid expenses	(80,169)
Accrued expenses	1,739,653	478
Franchise tax payable	113,648
Net cash used in operating activities	(667,634)
Cash flows from investing activities:
Investment of cash in Trust Account	(183,543,150)
Net cash used in investing activities	(183,543,150)
Cash flows from financing activities:
Proceeds from issue of founder shares	25,000
Proceeds from sale of units, net underwriting discount paid	180,347,125
Proceeds from sale of private placement	4,536,125
Payment of offering costs	(440,195)
Net cash provided by financing activities	184,468,055	0
Net change in cash	257,271	0
Cash at beginning of period	0	0
Cash at end of period	257,271	$ 0
Non-cash investing and financing activities:
Initial classification of common stock subject to possible redemption	164,909,883
Re-measurement of Common Stock subject to redemption	18,660,549
Deferred underwriting fee payable	5,935,475
Initial measurement of public warrants and private placement warrants	$ 9,781,698

XML 21 R7.htm IDEA: XBRL DOCUMENT

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS AND GOING CONCERN

12 Months Ended

Dec. 31, 2021

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS AND GOING CONCERN

Global Consumer Acquisition Corp.

Notes to Financial Statements

NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS AND GOING CONCERN

As of December 31, 2021, the Common Stock issued to the public reflected on the balance sheet are reconciled in the following table:


	As of December 31, 2021
Gross Proceeds	$	182,630,000
Less:
Proceeds allocated to public warrants		(9,542,418)
Transaction costs		(8,628,545)
Plus:
Reverse the cost allocation to warrants		450,846
Re-measurement of carrying value to redemption value		18,690,549
Common stock subject to possible redemption		183,570,432

Going Concern and Management’s Plan

As of December 31, 2021, the Company had $257,271 in cash held in its operating account and working capital deficit of $(1,516,338).

Risks and Uncertainties

XML 22 R8.htm IDEA: XBRL DOCUMENT

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

12 Months Ended

Dec. 31, 2021

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

Emerging Growth Company

Use of Estimates

Cash and Cash Equivalents

Marketable Securities Held in Trust Account

Derivative financial instruments

The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815-15. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. In accordance with ASC 825-10 “Financial Instruments”, offering costs attributable to the issuance of the derivative warrant liabilities have been allocated based on their relative fair value of total proceeds and are recognized in the statement of operations as incurred.

Warrant Liabilities

The 9,131,500 warrants issued in connection with the Initial Public Offering (the “Public Warrants”) and the 226,806 Private Placement Warrants are recognized as derivative liabilities in accordance with ASC 815-40. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjust the instruments to fair value at each reporting period. The liabilities are subject to re-measurement at each balance sheet date until exercised. The fair value of the Public Warrants issued in connection with the Public Offering and Private Placement Warrants have been estimated using a Monte Carlo simulation model each measurement date. Public warrants had detached from the units and were trading publicly. As such, the Company utilized the public trading price for its fair value. Derivative warrant liabilities are classified as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities.

Offering Costs Associated with the Initial Public Offering

Common Stock Subject to Possible Redemption

Net Income (Loss) per Common Stock

The following table reflects the calculation of basic and diluted net income per common stock:


	Year Ended
	December 31,
	2021		2020
Common stock
Numerator:
Net income (loss) allocable to common stock subject to possible redemption	$	1,143,620	$	(478)

Denominator: weighted average number of common stock		14,904,015		—
Basic and diluted net income (loss) per common stock	$	0.08	$	—

Concentration of Credit Risk

Fair Value of Financial Instruments

Fair Value Measurements

●Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets;

●

Income Taxes

Recent Accounting Standards

Management does not believe that any recently issued, but not yet effective, accounting standards update, if currently adopted, would have a material effect on the Company’s financial statements.

XML 23 R9.htm IDEA: XBRL DOCUMENT

INITIAL PUBLIC OFFERING

12 Months Ended

Dec. 31, 2021

INITIAL PUBLIC OFFERING.

INITIAL PUBLIC OFFERING

NOTE 3. INITIAL PUBLIC OFFERING

XML 24 R10.htm IDEA: XBRL DOCUMENT

PRIVATE PLACEMENT

12 Months Ended

Dec. 31, 2021

PRIVATE PLACEMENT.

PRIVATE PLACEMENT

NOTE 4. PRIVATE PLACEMENT

XML 25 R11.htm IDEA: XBRL DOCUMENT

RELATED PARTY TRANSACTIONS

12 Months Ended

Dec. 31, 2021

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS

NOTE 5. RELATED PARTY TRANSACTIONS

Founder Shares

The initial stockholders have agreed not to transfer, assign or sell any of the founder shares (except to certain permitted transferees) until the earlier of (i) six months after the date of the consummation of a Business Combination, or (ii) the date on which the closing price of the Company’s common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after a Business Combination, or earlier, in each case, if, subsequent to a Business Combination, the Company consummates a subsequent liquidation, merger, stock exchange or other similar transaction which results in all of the Company’s stockholders having the right to exchange their common stock for cash, securities or other property.

Promissory Note – Related Party

Administrative Services Arrangement

Related Party Loans

XML 26 R12.htm IDEA: XBRL DOCUMENT

COMMITMENTS AND CONTINGENCIES

12 Months Ended

Dec. 31, 2021

COMMITMENTS AND CONTINGENCIES.

COMMITMENTS AND CONTINGENCIES

NOTE 6. COMMITMENTS AND CONTINGENCIES

Registration Rights

Right of First Refusal

XML 27 R13.htm IDEA: XBRL DOCUMENT

WARRANT LIABILITY

12 Months Ended

Dec. 31, 2021

WARRANT LIABILITY [Abstract]

WARRANT LIABILITY

NOTE 7. WARRANT LIABILITY

Redemption of warrants when the price per common stock equals or exceeds $18.00. Once the warrants become exercisable, the Company may redeem the Public Warrants:

●

in whole and not in part;

●

at a price of $0.01 per warrant;

●

upon a minimum of 30 days’ prior written notice of redemption, or the 30-day redemption period, to each warrant holder; and

●

Redemption of warrants when the price per common stock equals or exceeds $10.00. Once the warrants become exercisable, the Company may redeem the Public Warrants:

●

in whole and not in part;

●

at a price of $0.10 per warrant;

●

upon a minimum of 30 days’ prior written notice of redemption, or the 30-day redemption period, to each warrant holder; and

●

XML 28 R14.htm IDEA: XBRL DOCUMENT

STOCKHOLDER'S EQUITY (DEFICIT)

12 Months Ended

Dec. 31, 2021

STOCKHOLDER'S EQUITY (DEFICIT)

STOCKHOLDER'S EQUITY (DEFICIT)

NOTE 8. STOCKHOLDER’S EQUITY (DEFICIT)

The entire disclosure for shareholders' equity comprised of portions attributable to the parent entity and noncontrolling interest, including other comprehensive income. Includes, but is not limited to, balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings, accumulated balance for each classification of other comprehensive income and amount of comprehensive income.

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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-URI http://asc.fasb.org/topic&trid=2208762

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Reference 13: http://www.xbrl.org/2003/role/disclosureRef
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Reference 14: http://www.xbrl.org/2003/role/disclosureRef
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Reference 15: http://www.xbrl.org/2003/role/disclosureRef
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XML 29 R15.htm IDEA: XBRL DOCUMENT

FAIR VALUE MEASUREMENTS

12 Months Ended

Dec. 31, 2021

FAIR VALUE MEASUREMENTS

FAIR VALUE MEASUREMENTS

NOTE 9. FAIR VALUE MEASUREMENTS

Level 1 Inputs: Unadjusted quoted prices for identical assets or instruments in active markets.

Level 3 Inputs: Significant inputs into the valuation model are unobservable.


	Quoted Prices in		Significant Other		Significant Other
	Active Markets		Observable Inputs		Unobservable Inputs
Description	(Level 1)		(Level 2)		(Level 3)
Asset:
Marketable securities held in Trust Account	$	183,570,432	$	—	$	—

Warrant Liabilities:
Public Warrants	$	5,478,900	$	—	$	—
Private Placement Warrants	$	—	$	—	$	294,848

As of December 31, 2021, assets held in the Trust Account were comprised of $183,570,432 in U.S. Treasury Securities.

The following table provides quantitative information regarding Level 3 fair value measurements inputs as their measurement dates:


				June 30,			September 30,			December 31,
	June 11, 2021			2021			2021			2021
	(Public			(Public
	Warrants			Warrants
	and			and
	Private			Private
	Warrants)			Warrants)			Private Warrants			Private Warrants
Exercise price	$	11.50		$	11.50		$	11.50		$	11.50
Share price	$	10.00		$	10.00		$	9.88		$	9.91
Expected term (years)		5.0			5.0			5.44			5.12
Probability of Acquisition		75.0	%		80.0	%		80.0	%		90.0	%
Volatility		18.0	%		17.6	%		10.9	%		20.0	%
Risk-free rate		0.81	%		0.98	%		1.05	%		1.26	%
Dividend yield (per share)		0.00	%		0.00	%		0.00	%		0.00	%

The change in the fair value of the derivative warrant liabilities for the period from June 11, 2021 (Initial Public Offering) through December 31, 2021 is summarized as follows:


	Private Placement		Public Warrant		Warrant Liability
Fair value as of June 11, 2021 (Initial Public Offering)	$	227,622	$	8,882,500	$	9,110,122
Change in valuation inputs or other assumptions⁽¹⁾		14,153		541,208		555,361
Fair value as of June 30, 2021	$	241,775	$	9,423,708	$	9,665,483
Change in valuation inputs or other assumptions⁽¹⁾⁽²⁾		(127,919)		(5,151,903)		(5,259,822)
Fair value as of September 30, 2021	$	113,856	$	4,291,805	$	4,405,661
Change in valuation inputs or other assumptions⁽¹⁾⁽²⁾		180,992		1,187,095		1,368,087
Fair value as of December 31, 2021	$	294,848	$	5,478,900	$	5,773,748

(1)	Changes in valuation inputs or other assumptions are recognized in change in fair value of warrant liability in the statement of operations.

(2)	Changes are due to the use of quoted prices in an active market (Level 1) and the use of unobservable inputs based on assessment of the assumptions (Level 3) for Public Warrants (after becoming actively traded) and Private Placement Warrants, respectively.

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

XML 30 R16.htm IDEA: XBRL DOCUMENT

INCOME TAXES

12 Months Ended

Dec. 31, 2021

INCOME TAX

INCOME TAX

NOTE 10. INCOME TAX

The income tax provision (benefit) consists of the following:


	December 31,		December 31,
	2021		2020
Current
Federal	$	—	$	—
State		—		—
Deferred		—		—
Federal		506,832		100
State		—		—
Valuation allowance		(506,832)		(100)
Income tax provision	$	—	$	—

The reconciliation of income tax expense at the statutory federal rate to the Company’s effective tax rate is as follows;


	December 31,		December 31,
	2021		2020
Net income before income taxes	$	1,143,621	$	(478)
Income tax expenses attributable to statutory rate of 21%		240,160		(100)
Fair value change in warrant liability		(841,670)		—
Offering costs allocated to warrants		94,678		—
Change in valuation allowance		506,832		100
Total tax provision	$	—	$	—

The Company’s net deferred tax assets are as follows:


	December 31,		December 31,
	2021		2020
Total Deferred tax asset
Net Operating loss	$	507,928	$	—
Accrued expense		—		100
Less: Valuation allowance		(506,832)		(100)
Net deferred tax assets		966		—
Deferred tax liabilities
Unrealized (gain) or loss		(966)		—
Net Deferred tax assets (liabilities)		—		—

A reconciliation of the statutory federal income tax rate (benefit) to the Company’s effective tax rate at December 31, 2021 and December 30, 2020 is as follows:


	December 31,		December 31,
	2021		2020
Statutory Federal income tax rate	21.0	%	21.0	%
Fair value change in warrant liability	(73.6)	%	—
Offering costs allocated to warrants	8.3	%	—
Change in valuation Allowance	44.3	%	(21.0)	%
Total tax provision	0.0	%	0.0	%

The Company’s effective tax rates for the periods presented differ from the expected (statutory) rates due to the recording of full valuation allowances on deferred tax assets.

The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

XML 31 R17.htm IDEA: XBRL DOCUMENT

BUSINESS COMBINATIONS

12 Months Ended

Dec. 31, 2021

BUSINESS COMBINATIONS

BUSINESS COMBINATIONS

NOTE 11. BUSINESS COMBINATIONS

Luminex Home Décor & Fragrance Holding Corporation

GP Global Limited

XML 32 R18.htm IDEA: XBRL DOCUMENT

SUBSEQUENT EVENTS

12 Months Ended

Dec. 31, 2021

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS

NOTE 12. SUBSEQUENT EVENTS

On January 26, 2022, the Company has drawn $690,000 from the Promissory Note.

XML 33 R19.htm IDEA: XBRL DOCUMENT

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

12 Months Ended

Dec. 31, 2021

Basis of Presentation

Basis of Presentation

Emerging Growth Company

Use of Estimates

Cash and Cash Equivalents

Marketable Securities Held in Trust Account

Derivative financial instruments

Derivative financial instruments

The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815-15. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. In accordance with ASC 825-10 “Financial Instruments”, offering costs attributable to the issuance of the derivative warrant liabilities have been allocated based on their relative fair value of total proceeds and are recognized in the statement of operations as incurred.

Warrant Liabilities

The 9,131,500 warrants issued in connection with the Initial Public Offering (the “Public Warrants”) and the 226,806 Private Placement Warrants are recognized as derivative liabilities in accordance with ASC 815-40. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjust the instruments to fair value at each reporting period. The liabilities are subject to re-measurement at each balance sheet date until exercised. The fair value of the Public Warrants issued in connection with the Public Offering and Private Placement Warrants have been estimated using a Monte Carlo simulation model each measurement date. Public warrants had detached from the units and were trading publicly. As such, the Company utilized the public trading price for its fair value. Derivative warrant liabilities are classified as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities.

Offering Costs Associated with the Initial Public Offering

Offering Costs Associated with the Initial Public Offering

Common Stock Subject to Possible Redemption

Common Stock Subject to Possible Redemption

Income Taxes

Income Taxes

Net Income (Loss) per Common Stock

The following table reflects the calculation of basic and diluted net income per common stock:


	Year Ended
	December 31,
	2021		2020
Common stock
Numerator:
Net income (loss) allocable to common stock subject to possible redemption	$	1,143,620	$	(478)

Denominator: weighted average number of common stock		14,904,015		—
Basic and diluted net income (loss) per common stock	$	0.08	$	—

Concentration of Credit Risk

Concentration of Credit Risk

Fair Value of Financial Instruments

Fair Value of Financial Instruments

Fair Value Measurements

Fair Value Measurements

●Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets;

●

Recent Accounting Standards

Recent Accounting Standards

Management does not believe that any recently issued, but not yet effective, accounting standards update, if currently adopted, would have a material effect on the Company’s financial statements.

XML 34 R20.htm IDEA: XBRL DOCUMENT

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS AND GOING CONCERN (Tables)

12 Months Ended

Dec. 31, 2021

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS AND GOING CONCERN

Summary of common Stock issued to the public reflected on the balance sheet


	As of December 31, 2021
Gross Proceeds	$	182,630,000
Less:
Proceeds allocated to public warrants		(9,542,418)
Transaction costs		(8,628,545)
Plus:
Reverse the cost allocation to warrants		450,846
Re-measurement of carrying value to redemption value		18,690,549
Common stock subject to possible redemption		183,570,432

XML 35 R21.htm IDEA: XBRL DOCUMENT

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)

12 Months Ended

Dec. 31, 2021

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Reconciliation of Net Loss per Common Share


	Year Ended
	December 31,
	2021		2020
Common stock
Numerator:
Net income (loss) allocable to common stock subject to possible redemption	$	1,143,620	$	(478)

Denominator: weighted average number of common stock		14,904,015		—
Basic and diluted net income (loss) per common stock	$	0.08	$	—

XML 36 R22.htm IDEA: XBRL DOCUMENT

FAIR VALUE MEASUREMENTS (Tables)

12 Months Ended

Dec. 31, 2021

FAIR VALUE MEASUREMENTS

Schedule of company's assets that are measured at fair value on a recurring basis


	Quoted Prices in		Significant Other		Significant Other
	Active Markets		Observable Inputs		Unobservable Inputs
Description	(Level 1)		(Level 2)		(Level 3)
Asset:
Marketable securities held in Trust Account	$	183,570,432	$	—	$	—

Warrant Liabilities:
Public Warrants	$	5,478,900	$	—	$	—
Private Placement Warrants	$	—	$	—	$	294,848

Schedule of quantitative information regarding Level 3 fair value measurements inputs

The following table provides quantitative information regarding Level 3 fair value measurements inputs as their measurement dates:


				June 30,			September 30,			December 31,
	June 11, 2021			2021			2021			2021
	(Public			(Public
	Warrants			Warrants
	and			and
	Private			Private
	Warrants)			Warrants)			Private Warrants			Private Warrants
Exercise price	$	11.50		$	11.50		$	11.50		$	11.50
Share price	$	10.00		$	10.00		$	9.88		$	9.91
Expected term (years)		5.0			5.0			5.44			5.12
Probability of Acquisition		75.0	%		80.0	%		80.0	%		90.0	%
Volatility		18.0	%		17.6	%		10.9	%		20.0	%
Risk-free rate		0.81	%		0.98	%		1.05	%		1.26	%
Dividend yield (per share)		0.00	%		0.00	%		0.00	%		0.00	%

Schedule of change in the fair value of the warrant liabilities

The change in the fair value of the derivative warrant liabilities for the period from June 11, 2021 (Initial Public Offering) through December 31, 2021 is summarized as follows:


	Private Placement		Public Warrant		Warrant Liability
Fair value as of June 11, 2021 (Initial Public Offering)	$	227,622	$	8,882,500	$	9,110,122
Change in valuation inputs or other assumptions⁽¹⁾		14,153		541,208		555,361
Fair value as of June 30, 2021	$	241,775	$	9,423,708	$	9,665,483
Change in valuation inputs or other assumptions⁽¹⁾⁽²⁾		(127,919)		(5,151,903)		(5,259,822)
Fair value as of September 30, 2021	$	113,856	$	4,291,805	$	4,405,661
Change in valuation inputs or other assumptions⁽¹⁾⁽²⁾		180,992		1,187,095		1,368,087
Fair value as of December 31, 2021	$	294,848	$	5,478,900	$	5,773,748

(1)	Changes in valuation inputs or other assumptions are recognized in change in fair value of warrant liability in the statement of operations.

(2)	Changes are due to the use of quoted prices in an active market (Level 1) and the use of unobservable inputs based on assessment of the assumptions (Level 3) for Public Warrants (after becoming actively traded) and Private Placement Warrants, respectively.

XML 37 R23.htm IDEA: XBRL DOCUMENT

INCOME TAXES (Tables)

12 Months Ended

Dec. 31, 2021

INCOME TAX

Income tax provision


	December 31,		December 31,
	2021		2020
Current
Federal	$	—	$	—
State		—		—
Deferred		—		—
Federal		506,832		100
State		—		—
Valuation allowance		(506,832)		(100)
Income tax provision	$	—	$	—

Summary of reconciliation of the federal income tax rate (benefit) to the Company's effective tax rate


	December 31,		December 31,
	2021		2020
Net income before income taxes	$	1,143,621	$	(478)
Income tax expenses attributable to statutory rate of 21%		240,160		(100)
Fair value change in warrant liability		(841,670)		—
Offering costs allocated to warrants		94,678		—
Change in valuation allowance		506,832		100
Total tax provision	$	—	$	—


	December 31,		December 31,
	2021		2020
Statutory Federal income tax rate	21.0	%	21.0	%
Fair value change in warrant liability	(73.6)	%	—
Offering costs allocated to warrants	8.3	%	—
Change in valuation Allowance	44.3	%	(21.0)	%
Total tax provision	0.0	%	0.0	%

Summary of significant components of the Company's deferred tax assets


	December 31,		December 31,
	2021		2020
Total Deferred tax asset
Net Operating loss	$	507,928	$	—
Accrued expense		—		100
Less: Valuation allowance		(506,832)		(100)
Net deferred tax assets		966		—
Deferred tax liabilities
Unrealized (gain) or loss		(966)		—
Net Deferred tax assets (liabilities)		—		—

XML 38 R24.htm IDEA: XBRL DOCUMENT

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS AND GOING CONCERN (Details)				12 Months Ended
	Jun. 16, 2021 USD ($) $ / shares shares	Jun. 11, 2021 USD ($) $ / shares shares	Jun. 08, 2021 USD ($) $ / shares shares	Dec. 31, 2021 USD ($) item D $ / shares
Subsidiary, Sale of Stock [Line Items]
Condition for future business combination number of businesses minimum \| item				1
Purchase price, per unit \| $ / shares				$ 10.00
Payments for investment of cash in Trust Account				$ 183,543,150
Transaction Costs				(8,628,545)
Deferred Offering Costs Noncurrent				5,935,475
Cash held in its operating account				$ 257,271
Threshold minimum aggregate fair market value as a percentage of the net assets held in the Trust Account				80.00%
Condition for future business combination threshold Percentage Ownership				50
Condition for future business combination threshold Net Tangible Assets				$ 5,000,001
Redemption limit percentage without prior consent				15.00%
Share redemption price of shares \| $ / shares				$ 10.05
Redemption of shares calculated based on business days prior to consummation of business combination (in days) \| D				5
Obligation to redeem Public Shares if entity does not complete a Business Combination (as a percent)				100.00%
Maximum Allowed Dissolution Expenses				$ 50,000
Working capital				(1,516,338)
IPO
Subsidiary, Sale of Stock [Line Items]
Sale of Private Units (in shares) \| shares		17,000,000
Purchase price, per unit \| $ / shares	$ 10.00	$ 10.00
Proceeds from issuance initial public offering		$ 170,000,000
Payments for investment of cash in Trust Account	$ 182,630,000
Transaction Costs	8,628,545
Underwriting fees	2,282,875
Deferred Offering Costs Noncurrent	5,935,475
Other offering costs	$ 410,195
Cash held in its operating account				$ 257,271
Private Placement
Subsidiary, Sale of Stock [Line Items]
Sale of Private Units (in shares) \| shares	453,613
Purchase price, per unit \| $ / shares	$ 10.00
Proceeds from issuance of private placement	$ 4,536,130
Private Placement \| Private Placement Units
Subsidiary, Sale of Stock [Line Items]
Sale of Private Units (in shares) \| shares			431,510
Purchase price, per unit \| $ / shares			$ 10.00
Proceeds from issuance of private placement			$ 4,315,100
Over-allotment option
Subsidiary, Sale of Stock [Line Items]
Sale of Private Units (in shares) \| shares	1,263,000	18,263,000
Purchase price, per unit \| $ / shares	$ 10.00
Over-allotment option \| Private Placement Units
Subsidiary, Sale of Stock [Line Items]
Sale of Private Units (in shares) \| shares			22,103
Purchase price, per unit \| $ / shares			$ 10.00
Proceeds from issuance of private placement			$ 221,025

XML 39 R25.htm IDEA: XBRL DOCUMENT

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS AND GOING CONCERN - Common Stock issued to the public reflected on the balance sheet (Details)	12 Months Ended
	Dec. 31, 2021 USD ($)
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS AND GOING CONCERN
Gross Proceeds	$ 182,630,000
Proceeds allocated to public warrants	(9,542,418)
Transaction Costs	(8,628,545)
Reverse the cost allocation to warrants	450,846
Re-measurement of carrying value to redemption value	18,690,549
Common stock subject to possible redemption;	$ 183,570,432

Carrying amount, attributable to parent, of an entity's issued and outstanding stock which is not included within permanent equity. Temporary equity is a security with redemption features that are outside the control of the issuer, is not classified as an asset or liability in conformity with GAAP, and is not mandatorily redeemable. Includes any type of security that is redeemable at a fixed or determinable price or on a fixed or determinable date or dates, is redeemable at the option of the holder, or has conditions for redemption which are not solely within the control of the issuer. Includes stock with a put option held by an ESOP and stock redeemable by a holder only in the event of a change in control of the issuer.

XML 40 R26.htm IDEA: XBRL DOCUMENT

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($)	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Cash	$ 257,271
Cash equivalents	0
Aggregate offering costs	8,628,545
Underwriting discount amount	2,282,875
Deferred underwriting discount	5,935,475
Other offering costs	$ 410,195
Statutory tax rate (as a percent)	21.00%	21.00%
Unrecognized tax benefits accrued for interest and penalties	$ 0	$ 0
Valuation allowance	$ 506,832	$ 100
Warrants exercisable	9,538,306
Federal Depository Insurance	$ 250,000
Public Warrants
Number of warrants to purchase shares issued	9,131,500
Private Placement Warrants
Number of warrants to purchase shares issued	226,806

XML 41 R27.htm IDEA: XBRL DOCUMENT

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Reconciliation of Net Loss per Common Share (Details) - USD ($)	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Denominator:
Basic weighted average number of common share	14,904,015
Diluted weighted average number of common share	14,904,015
Basic net income per common share	$ 0.08
Diluted net income per common share	$ 0.08
Common stock subject to redemption
Numerator:
Net income (loss) allocable to common stock subject to possible redemption	$ 1,143,620	$ (478)
Denominator:
Basic weighted average number of common share	14,904,015
Diluted weighted average number of common share	14,904,015	0
Basic net income per common share	$ 0.08
Diluted net income per common share	$ 0.19	$ 0.00

The amount of net income (loss) for the period per each share of common stock or unit outstanding during the reporting period.

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XML 42 R28.htm IDEA: XBRL DOCUMENT

INITIAL PUBLIC OFFERING (Details) - $ / shares	Jun. 16, 2021	Jun. 11, 2021	Jun. 08, 2021	Dec. 31, 2021
Subsidiary, Sale of Stock [Line Items]
Purchase price, per unit				$ 10.00
IPO
Subsidiary, Sale of Stock [Line Items]
Number of units sold		17,000,000
Number of units sold including partial exercise by underwriters			18,263,000
Purchase price, per unit	$ 10.00	$ 10.00
Number of shares in a unit			1
Number of shares issuable per warrant			0.5
IPO \| Public Warrants
Subsidiary, Sale of Stock [Line Items]
Number of warrants in a unit			0.5
Exercise price of warrants	$ 11.50
Over-allotment option
Subsidiary, Sale of Stock [Line Items]
Number of units sold	1,263,000	18,263,000
Purchase price, per unit	$ 10.00

XML 43 R29.htm IDEA: XBRL DOCUMENT

PRIVATE PLACEMENT (Details) - USD ($)		12 Months Ended
PRIVATE PLACEMENT (Details) - USD ($)	Jun. 16, 2021	Dec. 31, 2021
Subsidiary, Sale of Stock [Line Items]
Aggregate purchase price		$ 4,536,125
Public Warrants
Subsidiary, Sale of Stock [Line Items]
Number of warrants to purchase shares issued		9,131,500
Private Placement Warrants
Subsidiary, Sale of Stock [Line Items]
Number of warrants to purchase shares issued		226,806
Private Placement \| Private Placement Warrants
Subsidiary, Sale of Stock [Line Items]
Number of warrants to purchase shares issued	453,613
Price of warrants	$ 10.00
Aggregate purchase price	$ 4,536,125

XML 44 R30.htm IDEA: XBRL DOCUMENT

RELATED PARTY TRANSACTIONS - Founder Shares (Details)			12 Months Ended
RELATED PARTY TRANSACTIONS - Founder Shares (Details)	Jun. 08, 2021 D $ / shares shares	Jan. 15, 2021 USD ($) shares	Dec. 31, 2021 USD ($) shares	Jun. 16, 2021 shares	Dec. 31, 2020 shares
Related Party Transaction [Line Items]
Aggregate purchase price \| $			$ 25,000
Common shares, shares issued			5,019,363		0
Common shares, shares outstanding			5,019,363		0
Founder Shares
Related Party Transaction [Line Items]
Shares subject to forfeiture				321,750
Common shares, shares issued			4,565,750
Common shares, shares outstanding			4,565,750
Number Of Shares Subject To Forfeiture				321,750
Founder Shares \| Sponsor
Related Party Transaction [Line Items]
Aggregate purchase price \| $		$ 25,000
Number of shares issued		5,750,000
Share dividend	862,500
Aggregate number of shares owned	4,887,500
Shares subject to forfeiture	637,500
Percentage of issued and outstanding shares after the Initial Public Offering collectively held by initial stockholders	20.00%
Restrictions on transfer period of time after business combination completion	6 months
Stock price trigger to transfer, assign or sell any shares or warrants of the company, after the completion of the initial business combination (in dollars per share) \| $ / shares	$ 12.00
Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination \| D	20
Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination \| D	30
Number Of Shares Subject To Forfeiture	637,500

XML 45 R31.htm IDEA: XBRL DOCUMENT

RELATED PARTY TRANSACTIONS - Additional Information (Details) - USD ($)		12 Months Ended
	Jan. 26, 2022	Dec. 31, 2021	Jan. 22, 2022	Jan. 31, 2021
Promissory Note with Related Party
Related Party Transaction [Line Items]
Maximum borrowing capacity of related party promissory note			$ 1,500,000	$ 300,000
Proceeds from promissory note - related party	$ 690,000
Outstanding balance of related party note		$ 0
Administrative Support Agreement
Related Party Transaction [Line Items]
Expenses per month		10,000
Expenses incurred and paid		70,000
Related Party Loans \| Working Captial Loans
Related Party Transaction [Line Items]
Outstanding balance of related party note		0
Loan conversion agreement warrant		$ 1,500,000
Price of warrant		$ 10.00

XML 46 R32.htm IDEA: XBRL DOCUMENT

COMMITMENTS AND CONTINGENCIES (Details) - item	12 Months Ended
COMMITMENTS AND CONTINGENCIES (Details) - item	Dec. 31, 2021	Jan. 04, 2021
Loss Contingencies [Line Items]
Maximum number of demands for registration of securities		3
Minimum [Member]
Loss Contingencies [Line Items]
Piggyback registration rights term	5 years
Maximum [Member]
Loss Contingencies [Line Items]
Piggyback registration rights term	7 years

XML 47 R33.htm IDEA: XBRL DOCUMENT

WARRANT LIABILITY (Details)	12 Months Ended
WARRANT LIABILITY (Details)	Dec. 31, 2021 USD ($) D $ / shares shares	Sep. 30, 2021 USD ($)	Jun. 30, 2021 USD ($)	Jun. 10, 2021 USD ($)
Class of Warrant or Right [Line Items]
Warrants issued \| shares	9,358,306
Warrant Liability \| $	$ 5,773,748	$ 4,405,661	$ 9,665,483	$ 9,110,122
Private Placement Warrants
Class of Warrant or Right [Line Items]
Warrants issued \| shares	226,806
Warrant Liability \| $	$ 294,848	113,856	241,775	227,622
Public Warrants
Class of Warrant or Right [Line Items]
Warrants issued \| shares	9,131,500
Minimum threshold written notice period for redemption of public warrants	30 days
Public Warrants expiration term	5 years
Maximum period after business combination in which to file registration statement	20 days
Period of time within which registration statement is expected to become effective	60 days
Restrictions on transfer period of time after business combination completion	30 days
Warrant Liability \| $	$ 5,478,900	$ 4,291,805	$ 9,423,708	$ 8,882,500
Public Warrants \| Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00
Class of Warrant or Right [Line Items]
Minimum threshold written notice period for redemption of public warrants	30 days
Share price trigger used to measure dilution of warrant \| $ / shares	$ 18.00
Redemption price per public warrant (in dollars per share) \| $ / shares	$ 0.01
Threshold trading days for redemption of public warrants	20
Threshold consecutive trading days for redemption of public warrants	30
Threshold number of business days before sending notice of redemption to warrant holders	3
Redemption period	30 days
Public Warrants \| Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $10.00
Class of Warrant or Right [Line Items]
Minimum threshold written notice period for redemption of public warrants	30 days
Share price trigger used to measure dilution of warrant \| $ / shares	$ 10.00
Redemption price per public warrant (in dollars per share) \| $ / shares	$ 0.10
Threshold trading days for redemption of public warrants	20
Threshold consecutive trading days for redemption of public warrants	30
Threshold number of business days before sending notice of redemption to warrant holders	3
Redemption period	30 days

XML 48 R34.htm IDEA: XBRL DOCUMENT

STOCKHOLDER'S EQUITY (DEFICIT) - Common Stock Shares (Details)	Dec. 31, 2021 Vote $ / shares shares	Dec. 31, 2020 $ / shares shares
Class of Stock [Line Items]
Common shares, shares authorized (in shares)	100,000,000	100,000,000
Common shares, par value (in dollars per share) \| $ / shares	$ 0.0001	$ 0.0001
Common shares, votes per share \| Vote	1
Common shares, shares issued (in shares)	5,019,363	0
Common shares, shares outstanding (in shares)	5,019,363	0
Common stock subject to redemption
Class of Stock [Line Items]
Temporary equity, shares issued	18,263,000
Temporary equity, shares outstanding	18,263,000	0
Common Stock Not Subject To Redemption
Class of Stock [Line Items]
Common shares, shares issued (in shares)	5,019,363
Common shares, shares outstanding (in shares)	5,019,363
Common Stock
Class of Stock [Line Items]
Common shares, shares authorized (in shares)	10,000,000

XML 49 R35.htm IDEA: XBRL DOCUMENT

STOCKHOLDER'S EQUITY (DEFICIT) - Preferred Stock Shares (Details) - $ / shares	Dec. 31, 2021	Dec. 31, 2020
STOCKHOLDER'S EQUITY (DEFICIT)
Preferred shares, shares authorized	1,000,000	1,000,000
Preferred stock, par value, (per share)	$ 0.0001	$ 0.0001
Preferred shares, shares issued	0	0
Preferred shares, shares outstanding	0	0

XML 50 R36.htm IDEA: XBRL DOCUMENT

FAIR VALUE MEASUREMENTS (Details) - USD ($)	Dec. 31, 2021	Sep. 30, 2021	Jun. 30, 2021	Jun. 10, 2021
Assets:
Cash held in the Trust Account	$ 257,271
Marketable securities held in Trust Account	183,570,432
Liabilities, Fair Value Disclosure [Abstract]
Warrant Liability	$ 5,773,748	$ 4,405,661	$ 9,665,483	$ 9,110,122
Warrants issued	9,358,306
Public Warrants
Liabilities, Fair Value Disclosure [Abstract]
Warrant Liability	$ 5,478,900	4,291,805	9,423,708	8,882,500
Warrants issued	9,131,500
Private Placement Warrants
Liabilities, Fair Value Disclosure [Abstract]
Warrant Liability	$ 294,848	$ 113,856	$ 241,775	$ 227,622
Warrants issued	226,806
Warrants.
Liabilities, Fair Value Disclosure [Abstract]
Derivative Liability	$ 5,773,748
U.S. Treasury Securities
Assets:
Cash held in the Trust Account	183,570,432
Level 1
Assets:
Marketable securities held in Trust Account	183,570,432
Level 1 \| Public Warrants
Liabilities, Fair Value Disclosure [Abstract]
Warrant Liability	5,478,900
Level 3 \| Private Placement Warrants
Liabilities, Fair Value Disclosure [Abstract]
Warrant Liability	$ 294,848

XML 51 R37.htm IDEA: XBRL DOCUMENT

FAIR VALUE MEASUREMENTS - Level 3 Fair Value Measurements Inputs (Details) - Level 3	Dec. 31, 2021	Sep. 30, 2021	Jun. 30, 2021	Jun. 11, 2021
Exercise price \| Public Warrants and Private Warrants
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Liability, Measurement Input			11.50	11.50
Exercise price \| Private Placement Warrants
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Liability, Measurement Input	11.50	11.50
Share price \| Public Warrants and Private Warrants
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Liability, Measurement Input			10.00	10.00
Share price \| Private Placement Warrants
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Liability, Measurement Input	9.91	9.88
Expected term (years) \| Public Warrants and Private Warrants
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Liability, Measurement Input			5.0	5.0
Expected term (years) \| Private Placement Warrants
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Liability, Measurement Input	5.12	5.44
Probability of Acquisition \| Public Warrants and Private Warrants
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Liability, Measurement Input			80.0	75.0
Probability of Acquisition \| Private Placement Warrants
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Liability, Measurement Input	90.0	80.0
Volatility \| Public Warrants and Private Warrants
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Liability, Measurement Input			17.6	18.0
Volatility \| Private Placement Warrants
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Liability, Measurement Input	20.0	10.9
Risk-free rate \| Public Warrants and Private Warrants
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Liability, Measurement Input			0.98	0.81
Risk-free rate \| Private Placement Warrants
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Liability, Measurement Input	1.26	1.05
Dividend yield \| Public Warrants and Private Warrants
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Liability, Measurement Input			0.00	0.00
Dividend yield \| Private Placement Warrants
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Liability, Measurement Input	0.00	0.00

XML 52 R38.htm IDEA: XBRL DOCUMENT

FAIR VALUE MEASUREMENTS - Change in the Fair Value of the Warrant Liabilities (Details) - USD ($)	1 Months Ended	3 Months Ended		12 Months Ended
	Jun. 30, 2021	Dec. 31, 2021	Sep. 30, 2021	Dec. 31, 2021	Jun. 10, 2021
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Warrant Liability	$ 9,665,483	$ 5,773,748	$ 4,405,661	$ 5,773,748	$ 9,110,122
Change in fair value of warrant liability	555,361	1,368,087	(5,259,822)	(4,007,950)
Public Warrants
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Warrant Liability	9,423,708	5,478,900	4,291,805	5,478,900	8,882,500
Change in fair value of warrant liability	541,208	1,187,095	(5,151,903)
Private Placement Warrants
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Warrant Liability	241,775	294,848	113,856	294,848	$ 227,622
Change in fair value of warrant liability	$ 14,153	180,992	$ (127,919)
Level 3 \| Private Placement Warrants
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Warrant Liability		$ 294,848		$ 294,848

XML 53 R39.htm IDEA: XBRL DOCUMENT

INCOME TAX - Schedule of Income Tax provision (benefit) (Details) - USD ($)	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Current
Federal	$ 0	$ 0
State	0	0
Federal	506,832	100
State	0	0
Valuation allowance	(506,832)	(100)
Income Tax Expense (Benefit), Total	$ 0	$ 0

Amount of current income tax expense (benefit) and deferred income tax expense (benefit) pertaining to continuing operations.

XML 54 R40.htm IDEA: XBRL DOCUMENT

NCOME TAX - Summary of reconciliation of income tax expense at the statutory federal rate to the Company's effective tax rate (Details) - USD ($)	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
INCOME TAX
Net income before income taxes	$ 1,143,621	$ (478)
Effective Income tax rate statutory tax	240,160	(100)
Fair value change in warrant liability	(841,670)
Offering costs allocated to warrants	94,678
Change in valuation allowance	506,832	100
Income Tax Expense (Benefit), Total	$ 0	$ 0
Statutory tax rate (as a percent)	21.00%	21.00%

Amount of current income tax expense (benefit) and deferred income tax expense (benefit) pertaining to continuing operations.