Document And Entity Information
Document And Entity Information - shares | 9 Months Ended | |
Sep. 30, 2023 | Nov. 21, 2023 | |
Document And Entity Information | ||
Entity Registrant Name | MAQUIA CAPITAL ACQUISITION CORPORATION | |
Document Type | 10-Q/A | |
Current Fiscal Year End Date | --12-31 | |
Amendment Flag | true | |
Amendment Description | Amendment No. 1 | |
Entity Central Index Key | 0001844419 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Document Period End Date | Sep. 30, 2023 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q3 | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Shell Company | true | |
Entity Ex Transition Period | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity File Number | 001-40380 | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 85-4283150 | |
Entity Address, Address Line One | 50 Biscayne Boulevard | |
Entity Address, Address Line Two | Suite 2406 | |
Entity Address, City or Town | Miami | |
Entity Address, State or Province | FL | |
Entity Address, Postal Zip Code | 33132 | |
City Area Code | 305 | |
Local Phone Number | 608-1395 | |
Entity Interactive Data Current | Yes | |
Units, each consisting of one share of Class A Common Stock, and one-half of one Redeemable Warrant | ||
Document And Entity Information | ||
Trading Symbol | MAQCU | |
Title of 12(b) Security | Units, each consisting of one share of Class A Common Stock, and one-half of one Redeemable Warrant | |
Security Exchange Name | NASDAQ | |
Class A Common Stock, par value $0.0001 per share | ||
Document And Entity Information | ||
Trading Symbol | MAQC | |
Title of 12(b) Security | Class A Common Stock, par value $0.0001 per share | |
Security Exchange Name | NASDAQ | |
Redeemable Warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50 | ||
Document And Entity Information | ||
Trading Symbol | MAQCW | |
Title of 12(b) Security | Redeemable Warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50 | |
Security Exchange Name | NASDAQ | |
Class A Common Stock | ||
Document And Entity Information | ||
Entity Common Stock, Shares Outstanding | 3,803,156 | |
Class B Common Stock | ||
Document And Entity Information | ||
Entity Common Stock, Shares Outstanding | 2,371,813 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Current asset | ||
Cash and cash equivalents | $ 2,371 | $ 67,022 |
Prepaid expenses | 8,075 | 66,301 |
Total current assets | 10,446 | 133,323 |
Investments held in the Trust Account | 11,972,268 | 37,570,177 |
Total Assets | 11,982,714 | 37,703,500 |
LIABILITIES, TEMPORARY EQUITY AND STOCKHOLDERS' DEFICIT | ||
Accounts payable and accrued expenses | 647,388 | 379,785 |
Excise tax payable | 265,380 | |
Income tax payable | 104,681 | 291,112 |
Notes payable - Sponsor, at cost | 1,302,425 | 318,582 |
Convertible Note payable - Sponsor at fair value (cost: $3,461,944 at September 30, 2023 and December 31, 2022) | 1,802,563 | 1,037,272 |
Total current liabilities | 4,122,437 | 2,026,751 |
Deferred tax liability | 46,496 | |
Deferred underwriting compensation | 5,192,916 | 5,192,916 |
Warrant liability - Private Placement Warrants | 17,512 | 11,675 |
Warrant liability - Public Warrants | 549,584 | 311,575 |
Total liabilities | 9,882,449 | 7,589,413 |
Commitments and Contingencies (Note 5) | ||
Class A Common Stock subject to possible redemption; 1,090,718 and 3,539,809 shares at redemption value of $11.03 and $10.52 per share as of September 30, 2023 and December 31, 2022, respectively | 12,033,190 | 37,247,257 |
Stockholders' Deficit | ||
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | ||
Class A common stock, $0.0001 par value; 100,000,000 shares authorized; 2,712,438 and 583,743 issued and outstanding (excluding 1,090,718 and 3,539,809 shares subject to possible redemption, as of September 30, 2023 and December 31, 2022, respectively) | 271 | 58 |
Class B common stock, par value $0.0001; 10,000,000 shares authorized; 2,371,813 and 4,500,528 issued and outstanding as of September 30, 2023 and December 31, 2022, respectively | 237 | 450 |
Accumulated deficit | (9,933,433) | (7,133,678) |
Total Stockholders' Deficit | (9,932,925) | (7,133,170) |
Total Liabilities, Temporary Equity and Stockholders' Deficit | $ 11,982,714 | $ 37,703,500 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parentheticals) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Notes payable - Sponsor - Cost (in Dollars) | $ 3,461,944 | $ 3,461,944 |
Preferred stock, par value (in Dollars 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 |
Class A Common Stock | ||
Temporary equity, shares outstanding | 1,090,718 | 3,539,809 |
Temporary Equity, par value, per share (in Dollars per share) | $ 11.03 | $ 10.52 |
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 100,000,000 | |
Common stock, shares issued | 2,712,438 | 583,743 |
Common stock, shares outstanding | 2,712,438 | 583,743 |
Class B Common Stock | ||
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 10,000,000 | 10,000,000 |
Common stock, shares issued | 2,371,813 | 4,500,528 |
Common stock, shares outstanding | 2,371,813 | 4,500,528 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
General and administrative expenses | $ 293,713 | $ 257,417 | $ 816,532 | $ 664,481 |
Total expenses | 293,713 | 257,417 | 816,532 | 664,481 |
Other income (expenses) | ||||
Unrealized and realized gain on investment held in Trust Account | 172,397 | 818,333 | 878,523 | 1,108,337 |
Change in fair value of derivative liabilities | (901,278) | 2,027,949 | (1,009,138) | 6,995,078 |
Total other income | (728,881) | 2,846,282 | (130,615) | 8,103,415 |
Income (loss) before tax | (1,022,594) | 2,588,865 | (947,147) | 7,438,934 |
Income tax expense | (98,637) | (202,531) | (263,259) | (202,531) |
Net income (loss) | $ (1,121,231) | $ 2,386,334 | $ (1,210,406) | $ 7,236,403 |
Class A Common Stock | ||||
Other income (expenses) | ||||
Weighted average shares outstanding, basic (in Shares) | 3,803,176 | 17,893,462 | 3,949,868 | 17,893,462 |
Weighted average shares outstanding, diluted (in Shares) | 3,803,176 | 17,893,462 | 3,949,868 | 17,893,462 |
Basic net income per share (in Dollars per share) | $ (0.18) | $ 0.11 | $ (0.17) | $ 0.32 |
Diluted net income per share (in Dollars per share) | $ (0.18) | $ 0.11 | $ (0.17) | $ 0.32 |
Class B Common Stock | ||||
Other income (expenses) | ||||
Weighted average shares outstanding, basic (in Shares) | 2,371,823 | 4,500,528 | 3,346,509 | 4,500,528 |
Weighted average shares outstanding, diluted (in Shares) | 2,371,823 | 4,500,528 | 3,346,509 | 4,500,528 |
Basic net income per share (in Dollars per share) | $ (0.18) | $ 0.11 | $ (0.17) | $ 0.32 |
Diluted net income per share (in Dollars per share) | $ (0.18) | $ 0.11 | $ (0.17) | $ 0.32 |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT(unaudited) - USD ($) | Class A Common Stock | Class B Common Stock | Accumulated Deficit | Total |
Balance at Dec. 31, 2021 | $ 58 | $ 450 | $ (9,310,329) | $ (9,309,821) |
Balance (in Shares) at Dec. 31, 2021 | 583,723 | 4,500,528 | ||
Net income (loss) | 2,743,011 | 2,743,011 | ||
Balance at Mar. 31, 2022 | $ 58 | $ 450 | (6,567,318) | (6,566,810) |
Balance (in Shares) at Mar. 31, 2022 | 583,723 | 4,500,528 | ||
Balance at Dec. 31, 2021 | $ 58 | $ 450 | (9,310,329) | (9,309,821) |
Balance (in Shares) at Dec. 31, 2021 | 583,723 | 4,500,528 | ||
Net income (loss) | 7,236,403 | |||
Balance at Sep. 30, 2022 | $ 58 | $ 450 | (6,117,067) | (6,116,559) |
Balance (in Shares) at Sep. 30, 2022 | 583,723 | 4,500,528 | ||
Balance at Mar. 31, 2022 | $ 58 | $ 450 | (6,567,318) | (6,566,810) |
Balance (in Shares) at Mar. 31, 2022 | 583,723 | 4,500,528 | ||
Remeasurement of Class A common stock to redemption value | (1,730,972) | (1,730,972) | ||
Net income (loss) | 2,107,058 | 2,107,058 | ||
Balance at Jun. 30, 2022 | $ 58 | $ 450 | (6,191,232) | (6,190,724) |
Balance (in Shares) at Jun. 30, 2022 | 583,723 | 4,500,528 | ||
Remeasurement of Class A common stock to redemption value | (2,312,169) | (2,312,169) | ||
Net income (loss) | 2,386,334 | 2,386,334 | ||
Balance at Sep. 30, 2022 | $ 58 | $ 450 | (6,117,067) | (6,116,559) |
Balance (in Shares) at Sep. 30, 2022 | 583,723 | 4,500,528 | ||
Balance at Dec. 31, 2022 | $ 58 | $ 450 | (7,133,678) | (7,133,170) |
Balance (in Shares) at Dec. 31, 2022 | 583,723 | 4,500,528 | ||
Remeasurement of Class A common stock to redemption value | (745,006) | (745,006) | ||
Net income (loss) | 278,260 | 278,260 | ||
Balance at Mar. 31, 2023 | $ 58 | $ 450 | (7,600,424) | (7,599,916) |
Balance (in Shares) at Mar. 31, 2023 | 583,723 | 4,500,528 | ||
Balance at Dec. 31, 2022 | $ 58 | $ 450 | (7,133,678) | (7,133,170) |
Balance (in Shares) at Dec. 31, 2022 | 583,723 | 4,500,528 | ||
Net income (loss) | (1,210,406) | |||
Balance at Sep. 30, 2023 | $ 271 | $ 237 | (9,933,433) | (9,932,925) |
Balance (in Shares) at Sep. 30, 2023 | 2,712,438 | 2,371,813 | ||
Balance at Mar. 31, 2023 | $ 58 | $ 450 | (7,600,424) | (7,599,916) |
Balance (in Shares) at Mar. 31, 2023 | 583,723 | 4,500,528 | ||
Conversion of Class B to Class A common stock | $ 213 | $ (213) | ||
Conversion of Class B to Class A common stock (in Shares) | 2,128,715 | (2,128,715) | ||
Finance cost of shares to be issued under non-redemption agreements | 879,900 | 879,900 | ||
Contribution from Sponsor of shares to be issued under non-redemption agreements | (879,900) | (879,900) | ||
Excise tax on redemption of Class A common stock | (265,380) | (265,380) | ||
Remeasurement of Class A common stock to redemption value | (444,799) | (444,799) | ||
Net income (loss) | (367,435) | (367,435) | ||
Balance at Jun. 30, 2023 | $ 271 | $ 237 | (8,678,038) | (8,677,530) |
Balance (in Shares) at Jun. 30, 2023 | 2,712,438 | 2,371,813 | ||
Remeasurement of Class A common stock to redemption value | (134,164) | (134,164) | ||
Net income (loss) | (1,121,231) | (1,121,231) | ||
Balance at Sep. 30, 2023 | $ 271 | $ 237 | $ (9,933,433) | $ (9,932,925) |
Balance (in Shares) at Sep. 30, 2023 | 2,712,438 | 2,371,813 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited) - USD ($) | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
CONSOLIDATED STATEMENTS OF CASH FLOWS | ||
Net (loss) income | $ (1,210,406) | $ 7,236,403 |
Adjustments to reconcile net (loss) income to net cash used in operating activities: | ||
Unrealized and realized gains on investments held in the Trust Account | (878,523) | (1,108,337) |
Change in fair value of derivative liabilities | 1,009,138 | (6,995,067) |
Prepaid expenses | 58,225 | 102,125 |
Income taxes payable | (186,431) | |
Deferred income taxes | (46,496) | |
Accounts payable and accrued expenses | 267,605 | 177,233 |
Net Cash Used In Operating Activities | (986,888) | (587,643) |
Cash Flows From Investing Activities: | ||
Cash deposited into the Trust | (1,035,405) | (3,461,944) |
Cash withdrawn from Trust for redemptions | 26,538,036 | |
Cash withdrawn from Trust for taxes | 973,800 | 361,500 |
Net Cash Used In Investing Activities | 26,476,431 | (3,100,444) |
Cash Flows From Financing Activities: | ||
Cash paid for redemptions | (26,538,036) | |
Proceeds from Note payable - Sponsor | 983,842 | 3,461,944 |
Net Cash (Used in) Provided By Investing Activities | (25,554,194) | 3,461,944 |
Net change in cash | (64,651) | (226,143) |
Cash at beginning of period | 67,022 | 475,500 |
Cash at end of period | 2,371 | 249,357 |
Supplemental disclosure of non-cash financing activities: | ||
Excise tax on redemptions of Class A common stock subject to possible redemption | 265,380 | |
Remeasurement of Class A common stock subject to possible redemption | 1,323,969 | $ 581,197 |
Finance costs of shares to be issued under non-redemption agreements | $ 879,900 |
DESCRIPTION OF ORGANIZATION, BU
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN | 9 Months Ended |
Sep. 30, 2023 | |
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN | |
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN | NOTE 1. DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN Organization and General Maquia Capital Acquisition Corporation (the “Company”) is a blank check company incorporated in the State of Delaware on December 10, 2020. There was no activity from December 10, 2020 through December 31, 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 companies in the technology-focused middle market and emerging growth companies in North America. At September 30, 2023, the Company had not yet commenced any operations. All activity through September 30, 2023 related to the Company’s formation and the Initial Public Offering which was consummated on May 7, 2021 (as defined 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 completion of its Initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income or unrealized gains on investments held in the trust account and gains or losses from the change in the fair value of the warrant liabilities. The Company has selected December 31 as its fiscal year end. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. Sponsor and Initial Financing The Company’s Sponsor is Maquia Investment North America LLC, (the “Sponsor”). The registration statement for the Company’s Initial Public Offering was declared effective on May 4, 2021. On May 7, 2021, the Company closed its Initial Public Offering of 16,000,000 units (the “Units”) at $10.00 per Unit, generating gross proceeds of $160 million, and incurring offering costs of approximately $7.0 million, inclusive of $5,192,916 million in deferred underwriting commissions (Note 5). Each Unit consists of one share of the Company’s Class A common stock (the “Public Shares”) and one-half of one redeemable warrant (each, a “Warrant” and, collectively, the “Warrants”). On May 7, 2021, the Company issued 160,000 and 70,000 shares of Class B common stock and Maquia Class B Common Stock owned by ARC Group Ltd., respectively, to the underwriter for services rendered and recorded $1,209,600 as a stock issuance cost. On May 12, 2021 the Company issued 13,098 shares of Class B common stock to the underwriter for services rendered and recorded $99,021 as a stock issuance cost. Simultaneously with the closing of the Initial Public Offering, the Company consummated a private sale (the “Private Placement”) of 551,000 units (each, a “Private Placement Unit” and collectively, the “Private Placement Units”) to the Sponsor at a purchase price of $10.00 per Private Placement Unit, generating gross proceeds of approximately $5,510,000 (Note 4). The Private Placement Units are identical to the Units in the Initial Public Offering, except as otherwise disclosed in the Registration Statement. No underwriting discounts or commissions were paid with respect to such sale. On May 10, 2021, the Company consummated the closing of the sale of 1,309,719 additional units of the Company’s Class A common stock, $0.0001 par value at a price of $10.00 per unit upon receiving notice of the underwriters’ election to partially exercise their overallotment option (“Over-allotment Units”), generating additional gross proceeds of $13,097,190 and incurred additional offering costs of $130,972 in underwriting fees Each Over-allotment Unit consists of one share of the Company’s Class A common stock, $0.0001 par value, and one-half of one warrant (each, an “Over-allotment Warrant” and, collectively, the “Over-allotment Warrants”). Each whole Warrant entitles the holder to purchase one Class A common stock at a price of $11.50 per share. Simultaneously with the exercise of the over-allotment, the Company consummated the private placement of an additional 32,743 private placement units (the “Over-allotment Private Placement Units”) to the Sponsor, generating gross proceeds of $327,430. As a result of the underwriters’ election to partially exercise their over-allotment option, 327,430 Founder Shares are no longer subject to forfeiture. The remaining 272,570 Founders shares were forfeited. On May 12, 2021, the Company issued 13,098 shares of Class B common stock to the underwriter for services rendered and recorded $99,021 which is recorded as a stock issuance cost. The net proceeds of the Private Units was added to the net proceeds of Maquia’s IPO and the proceeds of the over-allotment units and placed in the Trust Account, such that the Trust Account held $175,693,648 at the time of closing of Maquia’s IPO. The Trust Account Following the closing of the Initial Public Offering in May 2021, $175.7 million of the net proceeds of the sale of the Units, the Private Placement Units, the Over-allotment Units and the Over-allotment Private Placement Units were placed in a trust account (the “Trust Account”) with Continental Stock Transfer & Trust Company. The funds held in the Trust Account will be invested only in U.S. government treasury bills with a maturity of one hundred eighty five (185) days or less or in money market funds that meet certain conditions under Rule 2a-7 under the Investment Company Act of 1940 and that invest only in direct U.S. government obligations. Funds will remain in the Trust Account until the earlier of (i) the consummation of the Initial Business Combination or (ii) the distribution of the Trust Account proceeds as described below. The remaining proceeds outside the Trust Account may be used to pay for business, legal and accounting due diligence on prospective acquisitions and continuing general and administrative expenses. Following two prior extensions, on May 5, 2023 the Company held a special meeting of stockholders (the “Meeting”). At the Meeting, the Company’s stockholders approved an amendment to the Company’s Amended and Restated Certificate of Incorporation (the “Charter Amendment”) to extend the date by which the Company must consummate its initial business combination (the “Initial Business Combination”) from May 7, 2023 to February 7, 2024 (or such earlier date as determined by the board of directors) (the “Third Extension Charter Amendment”). In connection with the May 5, 2023 special meeting, stockholders holding 2,449,091 shares of Class A common stock (“Public Shares”) exercised their right to redeem such shares. Following redemptions, the Company has 1,090,718 Public Shares outstanding. The Company withdrew from the Trust Account and disbursed to the redeeming public stockholders approximately $26.5 million. In connection with the redemption, the Company recorded excise tax of $265,380. This excise tax may be reduced by shares issued by the Company in 2023. Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay its taxes and up to $100,000 of interest that may be used for dissolution expenses, the proceeds from the Initial Public Offering and the Private Placement will not be released from the Trust Account until the earlier of: (i) the completion of the Company’s Initial Business Combination; (ii) the redemption of any Public Shares that have been properly tendered in connection with a stockholder vote to amend the Company’s amended and restated certificate of incorporation (A) to modify the substance or timing of the Company’s obligation to redeem 100% of Public Shares if the Company does not complete its Initial Business Combination within 24 months, now 30 months following the completion of the Third Extension (as defined below), from the closing of the Initial Public Offering or such a later date pursuant to stockholder approval or (B) with respect to any other provision relating to stockholders’ right or pre-Initial Business Combination activity; and (iii) the redemption of 100% of the Public Shares if the Company is unable to complete an Initial Business Combination within the Combination Period (as defined below), subject to the requirements of applicable law. The proceeds deposited in the Trust Account could become subject to the claims of the Company’s creditors, if any, which could have priority over the claims of the Company’s public stockholders. Initial Business Combination The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and sale of the Placement Units, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. NASDAQ rules provide that the Business Combination must be with one or more target businesses that together have a fair market value equal to at least 80% of the balance in the Trust Account (as defined below) (less any deferred underwriting commissions and taxes payable on interest earned 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. 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 Memorandum and Articles of Association 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 $10.15 per share, which was increased by an additional $0.20 per unit following our Sponsor’s initial election to extend the period of time to consummate a business combination from 12-months following closing of our Initial Public Offering to 18 months following our Initial Public Offering (the “First Extension”))), plus the additional contributions to the Trust Account made by our Sponsor in connection with the Second Extension (as defined below) and the Third Extension 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. All of the Public Shares contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, if there is a stockholder vote or tender offer in connection with the Company’s Business Combination and in connection with certain amendments to the Company’s amended and restated certificate of incorporation (the “Certificate of Incorporation”). In accordance with the rules of the U.S. Securities and Exchange Commission (the “SEC”) and its guidance on redeemable equity instruments, which has been codified in Accounting Standards Codification (“ASC”) 480-10-S99, redemption provisions not solely within the control of a company require common stock subject to redemption to be classified outside of permanent equity. Given that the Public Shares were issued with other freestanding instruments (i.e., public warrants), the initial carrying value of the shares of Class A common stock classified as temporary equity was the allocated proceeds determined in accordance with ASC 470-20. Because of the redemption feature noted above, the shares of Class A common stock are subject to ASC 480-10-S99. If it is probable that the equity instrument will become redeemable, the Company has the option to either (i) accrete changes in the redemption value over the period from the date of issuance (or from the date that it becomes probable that the instrument will become redeemable, if later) to the earliest redemption date of the instrument or (ii) recognize changes in the redemption value immediately as they occur and adjust the carrying amount of the instrument to equal the redemption value at the end of each reporting period. The Company has elected to recognize the changes immediately. The re-measurement is treated as a deemed dividend (i.e., a reduction to retained earnings, or in absence of retained earnings, additional paid-in capital). While redemptions cannot cause the Company’s net tangible assets to fall below $5,000,001, the Public Shares are redeemable and will be classified as such on the balance sheet until such date that a redemption event takes place. 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 Memorandum and Articles of Association, offer such redemption pursuant to the tender offer rules of the 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 Class B common stock, the common stock included in the Private Placement Units (the “Placement Shares”) and any Public Shares purchased during or after the Initial Public Offering in favor of a Business Combination, (b) not to propose an amendment to the Company’s Amended and Restated Memorandum and Articles of Association 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 Class B common stock) and Private Placement 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 Class B common stock and Private Placement 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 Initial Public Offering if the Company fails to complete its Business Combination. The Company initially had until May 7, 2022 to consummate a Business Combination, which period was extended to November 7, 2022 following the First Extension. On November 4, 2022, the Company held a special meeting of stockholders in which the Company’s stockholders approved an amendment to extend the date by which the Company must consummate a Business Combination from November 7, 2022 to May 7, 2023 (the “Second Extension”). On May 5, 2023, the Company held a special meeting of stockholders in which the Company’s stockholders approved another amendment to extend the date by which the Company must consummate a Business Combination from May 7, 2023 to February 7, 2024 (the “Third Extension,” and period of time through the Third Extension, the “Combination Period”). On May 5, 2023, the Company and the Sponsor entered into a non-redemption agreement (“Non-Redemption Agreement”) with one or more unaffiliated third party or parties in exchange for such third party or third parties agreeing not to redeem an aggregate of 847,883 shares of the Company’s Class A common stock sold in its initial public offering (“Non-Redeemed Shares”) in connection with the special meeting of the stockholders called by the Company (the “Special Meeting”) to consider and approve an extension of time for the Company to consummate an initial business combination (the “Extension Proposal”) from May 7, 2023 to February 7, 2024 (the “ Extension In connection with the Second Extension, the Sponsor made monthly loans of $159,291 through May 7, 2023. In connection with the Third Extension, the Sponsor will make additional monthly loans of $27,268 for each monthly period following May 7, 2023 through February 7, 2024 (or nine monthly contributions in total if the full Combination Period is required). As of December 31, 2022, an aggregate of $318,582 had been deposited into the trust account related to the Second and Third Extensions. As of September 30, 2023, an aggregate of $1,092,086 had been deposited into the trust account related to the Second and Third Extensions. 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, including interest earned (net of taxes payable and less interest to pay dissolution expenses up to $100,000), 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 Initial Public Offering price per Unit. The Sponsor has agreed that it will be liable to the Company, if and to the extent any claims by a vendor for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amounts in the Trust Account to below $10.15 per share, 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 Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). In the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except for the company’s independent registered accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. On August 8, 2023, the Company, Maquia Merger Sub, Inc., a Delaware corporation and wholly owned direct subsidiary of the Company (“Merger Sub”), and Immersed Inc., a Delaware corporation (“Immersed”), entered into a business combination agreement (the “Business Combination Agreement”), pursuant to which the Company and Immersed agreed to combine. Pursuant to the Business Combination Agreement, on the date (the “Closing Date”) of the closing (the “Closing”) of the transactions contemplated by the Business Combination Agreement (the “Proposed Transactions”), Merger Sub, a newly formed, wholly-owned direct subsidiary of Maquia, will be merged with and into the Company (the “Merger”), with the Company surviving the Merger as a wholly-owned direct subsidiary of Maquia (the “Surviving Corporation”). The consideration is $150,000,000 and will be paid at closing in shares of Maquia at a per share price equal to the then applicable redemption price. The Business Combination Agreement was subsequently amended on October 4, 2023 See Note 9, Subsequent Events. Concurrently with the execution and delivery of the Business Combination Agreement, Maquia, Immersed, and the Sponsor and the directors and officers of Maquia entered into a Sponsor Support Agreement, pursuant to which, among other things, the Sponsor Parties agreed to (i) vote their shares of Maquia Common Stock in favor of the Business Combination Agreement and the Business Combination and to not effect any sale or distribution of any equity securities of Immersed held by any of them until the Closing Date or the earlier termination of the Business Combination Agreement; (ii) waive any antidilution provisions for the Class B Common Stock as set forth in the Maquia organizational documents; and (iii) waive their redemption rights in connection with the Business Combination. The Sponsor Support Agreement was subsequently amended on October 4, 2023. See Note 9, Subsequent Events. Going Concern and Liquidity In May 2021, the Company closed its Initial Public Offering of 17,309,719 Units at $10.00 per Unit, which includes underwriters’ over-allotment, generating gross proceeds of $173.1 million. Simultaneously with the closing of the Initial Public Offering, the Company consummated the Private Placement of 583,743 Private Placement Warrants, which includes underwriters’ over-allotment, to the Sponsor at a purchase price of $10.00 per Private Placement Warrant, generating gross proceeds of approximately $5,837,430. The Company’s liquidity needs prior to the consummation of the Initial Public Offering were satisfied through the proceeds of $25,000 from the sale of the Founder Shares (Note 4), and a loan of $177,111 under an unsecured and noninterest bearing promissory note – related party (Note 4). Subsequent to the consummation of the Initial Public Offering, the Company plans to address its liquidity through the net proceeds from the consummation of the Initial Public Offering and the Private Placement held outside of the Trust Account. The Company has incurred and expects to incur significant costs in pursuit of its acquisition plans. In connection with the Company’s assessment of going concern considerations in accordance with FASB’s ASC Subtopic 205-40, “Presentation of Financial Statements – Going Concern,” the Company has until February 7, 2024, to consummate an initial business combination. It is uncertain that the Company will be able to consummate an initial business combination by this time. If an initial business combination is not consummated by this date, there will be a mandatory liquidation and subsequent dissolution of the Company. Additionally, the Company may not have sufficient liquidity to fund the working capital needs of the Company through one year from the issuance of these consolidated financial statements. Management has determined that the liquidity condition and mandatory liquidation, should an initial business combination not occur, and potential subsequent dissolution raises substantial doubt about the Company’s ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after February 7, 2024. There is no assurance that the Company’s plans to consummate an Initial Business Combination will be successful within the Combination Period. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. Risks and Uncertainties Various social and political circumstances in the U.S. and around the world (including wars and other forms of conflict, including rising trade tensions between the United States and China, and other uncertainties regarding actual and potential shifts in the U.S. and foreign, trade, economic and other policies with other countries, terrorist acts, security operations and catastrophic events such as fires, floods, earthquakes, tornadoes, hurricanes and global health epidemics), may also contribute to increased market volatility and economic uncertainties or deterioration in the U.S. and worldwide. Specifically, the rising conflict between Russia and Ukraine, and resulting market volatility could adversely affect the Company’s ability to complete a business combination. In response to the conflict between Russia and Ukraine, the U.S. and other countries have imposed sanctions or other restrictive actions against Russia. Moreover, on October 7th 2023 war erupted in the Middle East between Israel and Hamas. Any of the above factors, including sanctions, export controls, tariffs, trade wars and other governmental actions, could have a material adverse effect on the Company’s ability to complete a Business Combination and the value of the Company’s securities. The Inflation Reduction Act (“IR Act”) was enacted on August 16, 2022. The IR Act includes provisions imposing a 1% excise tax on share repurchases that occur after December 31, 2022 and introduces a 15% corporate alternative minimum tax (“CAMT”) on adjusted financial statement income. The CAMT was effective for the Company on January 1, 2023 and as a result of the redemptions in May 2023, the Company recorded an excise tax liability in the amount of $265,380. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Sep. 30, 2023 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of presentation The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of the Company’s management, the unaudited consolidated financial statements as of September 30, 2023 include all adjustments, which are only of a normal and recurring nature, necessary for a fair statement of the financial position of the Company as of September 30, 2023 and its results of operations and cash flows for the three and nine months ended September 30, 2023. The results of operations for the three and nine months ended September 30, 2023 are not necessarily indicative of the results to be expected for the full fiscal year ending December 31, 2023 or any future interim period. These consolidated financial statements include the accounts of Maquia Capital Acquisition Corporation and its wholly owned subsidiary, Maquia Merger Sub, Inc. All intercompany balances and transactions have been elimated on consolidation. Emerging growth company The Company is an emerging growth company, as defined in the JOBS Act. Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act, until such time as those standards apply to private companies. The Company has elected to use this extended transition period for complying with new or revised accounting standards that have different effective dates for public and private companies until the earlier of the date that the Company (i) is no longer an emerging growth company or (ii) affirmatively and irrevocably opts out of the extended transition period provided in the JOBS Act. As a result, these financial statements may not be comparable to the financial statements of issuers who are required to comply with the effective dates for new or revised accounting standards based on public company effective dates. The Company will remain an emerging growth company until the earliest of (i) the last day of the first fiscal year (a) following the fifth anniversary of the completion of the Initial Public Offering, (b) in which the Company’s total annual gross revenue is at least $1.235 billion or (c) when the Company is deemed to be a large accelerated filer, which means the market value of our common stock that is held by non-affiliates exceeds $700.0 million as of the prior June 30 th Use of estimates The preparation of the 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 expenses during the reporting period. Actual results could differ 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 no cash equivalents at September 30, 2023 or December 31, 2022. Restricted cash Cash that is encumbered or otherwise restricted as to its use is included in restricted cash. As of September 30, 2023 and December 31, 2022, the balance was $0 and $0, respectively. Offering Costs Associated with the Initial Public Offering The Company complies with the requirements of the Financial Accounting Standards Board (“ FASB SAB Expenses of Offering Income taxes The Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company’s management determined the United States is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits, if any, as income tax expense. There were no unrecognized tax benefits as of September 30, 2023 and December 31, 2022 and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. While ASC 740 identifies usage of the effective annual tax rate for purposes of an interim provision, it does allow for estimating individual elements in the current period if they are significant unusual or infrequent. Computing the ETR for the Company is complicated due to the potential impact of the Company’s change in fair value of warrants for any other change in fair value of a complex financial instrument), the timing of any potential Business Combination expenses and the actual interest income that will be recognized during the year. The Company has taken a position as to the calculation of income tax expenses in the current period based on 740-270-25-3 which states, “if an entity is unable to estimate a part of its ordinary income (or loss) or the related tax (or benefit) but is otherwise able to make a reliable estimate, the tax (or benefit) applicable to the item that cannot be estimated shall be reported in the interim period in which the item is reported.” The Company believes its calculation to be a reliable estimate and allows it to properly take into account the unusual elements that can impact its annualized book income and its impact on ETR. As such, the Company is computing its taxable income (loss) and associated income tax provision based on actual results through September 30, 2023. The Company’s effective tax rate was (9.6)% and (27.8)% for the three and nine months ended September 30, 2023, respectively. The Company’s effective tax rate was 7.8% and 2.7% for the three and nine months ended September 30, 2022. The effective tax rate differs from the statutory tax rate of 21.0% for the three and nine months ended September 30, 2023 and 2022, due to changes in the valuation allowance on the deferred tax assets. Class A Common Stock Subject to Possible Redemption The Company accounts for the Class A common stock subject to possible redemption in accordance with the guidance enumerated in ASC 480, “ Distinguishing Liabilities from Equity September 30, 2023 and December 31, 2022, the shares of the Class A common stock subject to possible redemption in the amount of $12,033,190 and $37,247,257, respectively, are presented as temporary equity, outside of the stockholders’ equity section of the Company’s consolidated balance sheets. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value, which approximates fair value, at the end of each reporting period. Immediately upon the closing of the Initial Public Offering, the Company recognized the re-measurement from initial carrying value to redemption amount value. The change in the carrying value of redeemable Class A common stock resulted in charges against additional paid-in capital (to the extent available), accumulated deficit and Class A common stock. Shares Dollars Gross proceeds 17,309,719 $ 175,693,636 Less: — Proceeds allocated to the fair value of warrants — (11,760,676) Class A common stock issuance costs and overallotment costs — (3,832,731) Plus: Remeasurement of carrying value to redemption value — 15,593,409 Class A common stock subject to possible redemption - December 31, 2021 17,309,719 175,693,636 Sponsor deposits — 3,780,526 Redemption and withdrawals (13,769,910) (143,462,986) Remeasurement of carrying value to redemption value — 5,016,618 Class A common stock subject to possible redemption – December 31, 2022 3,539,809 37,247,257 Remeasurement of carrying value to redemption value — 745,006 Class A common stock subject to possible redemption – March 31, 2023 3,539,809 37,992,263 Redemption and withdrawals (2,449,091) (26,538,036) Remeasurement of carrying value to redemption value — 444,799 Class A common stock subject to possible redemption – June 30, 2023 1,090,718 11,899,026 Remeasurement of carrying value to redemption value — 134,164 Class A common stock subject to possible redemption – September 30, 2023 1,090,718 $ 12,033,190 Net income (loss) per share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Net income (loss) per share of common stock is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding for the period. The Company applies the two-class method in calculating income per share of common stock. Re-measurement associated with the redeemable shares of Class A common stock is excluded from income (loss) per common share as the redemption value approximates fair value. The calculation of diluted income (loss) per share of common stock does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, and (ii) the Private Placement since the exercise of the warrants is contingent upon the occurrence of future events. The warrants are exercisable to purchase 8,946,731 shares of Class A common stock in the aggregate. As of September 30, 2023 and December 31, 2022, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company. As a result, diluted net income (loss) per common share is the same as basic net income (loss) per common share for the period presented. Class B Founder Shares subject to forfeiture are not included in weighted average shares outstanding until the forfeiture restrictions lapse. Non-redeemable common stock includes the Founder Shares and non-redeemable shares of common stock as these shares do not have any redemption features. The following table reflects the calculation of basic and diluted net income per common share (in dollars, except per share amounts): For the Three Months For the Nine Months Ended September 30, 2023 Ended September 30, 2023 Class A Class B Class A Class B Basic and diluted net loss per share Numerator: Allocation of net loss $ (690,565) $ (430,666) $ (655,249) $ (555,157) Denominator: Basic and diluted weighted average shares outstanding 3,803,176 2,371,823 3,949,868 3,346,509 Basic and diluted net loss per share $ (0.18) $ (0.18) $ (0.17) $ (0.17) For the Three Months For the Nine Months Ended September 30, 2022 Ended September 30, 2022 Class A Class B Class A Class B Basic and diluted net income per share Numerator: Allocation of net income $ 1,906,751 $ 479,583 $ 5,782,101 $ 1,454,302 Denominator: Basic and diluted weighted average shares outstanding 17,893,462 4,500,528 17,893,462 4,500,528 Basic and diluted net income per share $ 0.11 $ 0.11 $ 0.32 $ 0.32 Concentration of credit risk Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution which, at times may exceed the Federal depository insurance coverage of $250,000. As of September 30, 2023 and December 31, 2022, the Company had not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. Financial Instruments 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 Company does not have any recurring Level 2 assets or liabilities, see Note 8 for Level 3 assets and liabilities. The carrying value of the Company’s financial instruments including its cash and accrued liabilities approximate their fair values principally because of their short-term nature. Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “ Derivatives and Hedging i.e. as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within twelve (12) months of the balance sheet date. The Company has determined that the Public Warrants and the Private Placement Warrants are derivative instruments. As the Public Warrants and the Private Placement Warrants meet the definition of a derivative, the Public Warrants and the Private Placement Warrants are measured at fair value at issuance and at each reporting date in accordance with ASC 820, “ Fair Value Measurement The Company has determined that the conversion option of the Convertible Note payable (the “Note”) is a derivative instrument. The Company has elected to recognize the Note, including the conversion option, at fair value as permitted under ASC Topic 815. The Note is measured at fair value at issuance and at each reporting date in accordance with ASC 820, with changes in fair value recognized in the consolidated statements of operations in the period of change. The Company recognized an unrealized loss on fair value of debt for the change in the fair value of the Note of $780,653 and $765,292 for the three and nine months ended September 30, 2023, which is included in change in fair value of derivative liabilities on the accompanying consolidated statements of operations. There were gains of $1,397,351 and $2,759,981 for the three and nine months ended September 30, 2022, which is included in change in fair value of derivative liabilities on the accompanying consolidated statements of operations. Warrant Instruments The Company accounts for the Public Warrants and the Private Placement Warrants issued in connection with the Initial Public Offering and the Private Placement, respectively, in accordance with the guidance contained in FASB ASC 815, “ Derivatives and Hedging Recently issued accounting pronouncements We do not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on our consolidated financial statements. |
INITIAL PUBLIC OFFERING
INITIAL PUBLIC OFFERING | 9 Months Ended |
Sep. 30, 2023 | |
INITIAL PUBLIC OFFERING | |
INITIAL PUBLIC OFFERING | NOTE 3. INITIAL PUBLIC OFFERING Pursuant to the Initial Public Offering, which was consummated in May 2021, the Company sold 17,309,719 Units, which includes underwriters’ over-allotment, at a purchase price of $10.00 per Unit generating gross proceeds to the Company in the amount of $173.1 million. Each Unit consists of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Class A Common Stock”), and one-half of one redeemable warrant of the Company (each whole warrant, a “Warrant”), with each whole Warrant entitling the holder thereof to purchase one whole share of Class A Common Stock at a price of $11.50 per share, subject to adjustment. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 9 Months Ended |
Sep. 30, 2023 | |
RELATED PARTY TRANSACTIONS | |
RELATED PARTY TRANSACTIONS | NOTE 4. RELATED PARTY TRANSACTIONS Founder Shares On January 28, 2021, the Company issued an aggregate of 5,750,000 shares of Class B common stock to the Sponsor for an aggregate purchase price of $25,000 in cash. On May 4, 2021, the Sponsor returned to the Company, at no cost, an aggregate of 1,150,000 founder shares, which the Company cancelled. Shares and associated accounts have been retroactively restated to reflect the surrender of 1,150,000 Class B ordinary shares to the Company for no consideration on May 4, 2021. The Sponsor also transferred 70,000 founder shares to ARC Group Limited in consideration of services provided by such party as financial advisor to the Company in connection with the offering and recorded $529,200 which is recorded as a stock issuance cost. As a result, the Sponsor currently owns 4,530,000 founder shares. Such Class B common stock included an aggregate of up to 600,000 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 Private Placement Units and underlying securities). On May 7, 2021, the Company issued 160,000 shares of Class B common stock to the underwriter for services rendered and recorded $1,209,600 which is recorded as a stock issuance cost. On May 12, 2021, the Company issued 13,098 shares of Class B common stock to the underwriter for services rendered and recorded $99,021 which is recorded as a stock issuance cost. As a result of the underwriters’ election to partially exercise their over-allotment option on May 10, 2021, 272,570 Founder Shares are no longer subject to forfeiture. The initial stockholder has agreed not to transfer, assign or sell any of the Class B common stock or shares of Common Stock issuable upon conversion thereof, until the earlier to occur of (A) six months after the completion of the Company’s initial Business Combination and (B) subsequent to the Company’s initial Business Combination, (x) if the reported last sale price of the Common Stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Company’s initial Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of the Company’s stockholders having the right to exchange their shares of Common Stock for cash, securities or other property. On April 21, 2023, the Sponsor elected to convert on a one-for-one basis one-half of the Founder Shares held by it, or 2,128,715 shares of the Company’s Class B common stock (the “Founder Conversion”), into shares of Class A common, and following the Founder Conversion, the Sponsor continued to own 2,128,715 shares of Class B common stock. The 2,128,715 shares of Class A common stock issued to the Sponsor in connection with the Founder Conversion and the 2,128,715 shares of Class B common stock continued to be owned by our Sponsor are collectively referred to herein, where the context warrants after the Founder Conversion, as the “Founder Shares”. The Founder Shares following the Founder Conversion are subject to the same restrictions as the Class B common stock before the Founder Conversion, including, among others, certain transfer restrictions, waiver of redemption rights and the obligation to vote in favor of an initial Business Combination as described in the prospectus for the IPO. The Founder Shares are entitled to registration rights. Private Placement Simultaneously with the closing of the Initial Public Offering, the Company consummated the private sale of an aggregate of 583,743 units, which includes underwriters’ over-allotment, to the Sponsor at a purchase price of $10.00 per unit, generating gross proceeds to the Company in the amount of $5,837,430. During the three months ended September 30, 2021, due to the downsizing of the Initial Public Offering, $124,289 of funds were returned to the Sponsor. A portion of the proceeds from the Private Placement Units was added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Units held in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Units will be worthless. The Sponsor and the Company’s officers and directors agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Shares until 30 days after the completion of the initial Business Combination. Promissory Note – Related Party On January 29, 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) June 30, 2021 or (ii) the consummation of the Initial Public Offering. In 2021, the Company borrowed $177,111 under this promissory note, which was repaid in full. As of September 30, 2023 and December 31, 2022, the Company had no balance outstanding under the promissory note with the Sponsor. 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 and any other loans made by the Sponsor or its affiliates (including the loans made to effectuate extensions as described below), the Company’s officers and directors, or the Company’s and their affiliates prior to or in connection with a Business Combination may be converted upon consummation of a Business Combination into additional Private 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 September 30, 2023 and December 31, 2022, the Company had no borrowings under the Working Capital Loans. Pursuant to its amended and restated certificate of incorporation, the Company may extend the period of time to consummate a Business Combination up to two times, each by an additional three months (for a total of up to 18 months to complete a Business Combination). In order to effectuate such extensions, the Sponsor or its affiliates or designees must deposit into the Trust Account $1,730,972 ($0.10 per share) on or prior to the date of the applicable deadline, for each three-month extension (or up to an aggregate of $3,461,944 or $0.20 per share if the Company extends for the full six months). Any such payments would be made in the form of a loan. Any such loans will be non-interest bearing and payable upon the consummation of a Business Combination out of the proceeds of the trust account released to it. If the Company does not consummate a Business Combination, such loans will not be repaid. On May 3, 2022 the Company issued a convertible note payable (the “Note”) in the principal amount of $1,730,972 (the “Extension Payment”) to the Sponsor in connection with the First Extension. The Note bears no interest and is due and payable upon the earlier to occur of (i) the date on which the Company’s initial business combination is consummated and (ii) the liquidation of the Company. At the election of the Sponsor, up to $1,500,000 of the unpaid principal amount of the Note may be converted into units of the Company (the “Conversion Units”) with the total Conversion Units so issued shall be equal to: (x) the portion of the principal amount of the Note being converted divided by (y) the conversion price of ten dollars ($10.00), rounded up to the nearest whole number of units. On August 4, 2022, the Company amended and restated the Note (the “Amended Note”) in its entirety solely to increase the principal amount thereunder from $1,730,972 to $3,461,944. The Company has elected the fair value option of accounting for this note (see Note 8). The table below provides the balances for the convertible extension notes as of September 30, 2023 and December 31, 2022: (Carrying (At Cost) value) Convertible Convertible Extension Fair value Extension Note adjustment Note Balance, January 1, 2022 $ — $ — $ — Proceeds 3,461,944 — 3,461,944 Fair value adjustment — (2,424,672) (2,424,672) Balance, December 31, 2022 3,461,944 (2,424,672) 1,037,272 Fair value adjustment — 24,445 24,445 Balance, March 31, 2023 3,461,944 (2,400,227) 1,061,717 Fair value adjustment — (39,806) (39,806) Balance, June 30, 2023 3,461,944 (2,440,033) 1,021,911 Fair value adjustment — 780,652 780,652 Balance, September 30, 2023 $ 3,461,944 $ (1,659,381) $ 1,802,563 As a result of stockholder approval of the Second Extension Charter Amendment, and the Company’s implementation thereof, the Sponsor or its designees will contribute to the Company as a loan an aggregate of $ 0.045 for each share of Class A commons stock that is not redeemed, for each calendar month (commencing on November 7, 2022 and on the 7th day of each subsequent month) until May 7, 2023 (each, a “Second Extension Period”), or portion thereof, that is needed to complete an initial business combination (the “Second Extension Contribution”). As a result of stockholder approval of the Second Extension and the Company’s implementation thereof, on November 14, 2022, the Company issued a promissory note in the principal amount of up to $955,748 to the Sponsor, pursuant to which the Sponsor loaned to the Company up to an aggregate of $955,748 (the “Second Extension Funds”) to deposit into the Company’s trust account for each share of the Company’s Class A common stock that was not redeemed in connection with the Second Extension. The Company deposited the Second Extension Funds into the Trust Account, which equates to approximately $0.045 per non-redeemed Public Share, for each month past November 7, 2022 until May 7, 2023 that the Company needed to complete an Initial Business Combination. Based on the outstanding 3,539,809 Public Shares following redemptions in connection with Second Extension, each monthly Contribution was $159,291 which was deposited in the Trust Account within five (5) business days from the beginning of such calendar month (or portion thereof). In connection with the Third Extension, on May 22, 2023, the Company issued a promissory note in the aggregate principal amount of up to $245,412 to the Sponsor, pursuant to which the Sponsor agreed to loan to the Company up to $245,412 to deposit into the Company’s Trust Account for the Public Shares, for each calendar month (commencing on May 7, 2023 and each month thereafter) until February 7, 2024, with each monthly contribution being $27,268 based on 1,090,718 Public Shares outstanding following the approval of the Third Extension. The Company will have the sole discretion whether to continue extending for additional calendar months until February 7, 2024. If the Company opts not to utilize any remaining portion of the Third Extension, then the Company will liquidate and dissolve promptly in accordance with its charter, and its Sponsor’s obligation to make additional contribution in connection with Third Extension will terminate. On May 22, 2023, the Company also issued a promissory note (the “May Working Capital Note”) in the principal amount of $250,000 to the Sponsor to fund the Company’s ongoing working capital needs. The May Working Capital Note bears no interest and is due and payable upon the earlier to occur of (i) the date on which the Company’s initial business combination is consummated and (ii) the liquidation of the Company. The table below provides the notes payable balances as of September 30, 2023 and December 31, 2022: 2nd 3rd Extension Extension Working Total Notes Note Note capital payable Balance, January 1, 2022 $ — $ — $ — $ — Proceeds 318,582 — — 318,582 Balance, December 31, 2022 318,582 — — 318,582 Proceeds 477,873 — — 477,873 Balance, March 31, 2023 796,455 — — 796,455 Proceeds 159,291 54,536 117,536 331,363 Balance, June 30, 2023 955,746 54,536 117,536 1,127,818 Proceeds — 81,804 92,803 174,607 Balance, September 30, 2023 $ 955,746 $ 136,340 $ 210,339 $ 1,302,425 Non-redemption agreements On May 5, 2023, the Company and the Sponsor entered into a non-redemption agreement (“Non-Redemption Agreement”) with one or more unaffiliated third party or parties in exchange for such third party or third parties agreeing not to redeem an aggregate of 847,883 shares of the Company’s Class A common stock sold in its initial public offering (“Non-Redeemed Shares”) in connection with the special meeting of the stockholders called by the Company (the “Special Meeting”) to consider and approve an extension of time for the Company to consummate an initial business combination (the “Extension Proposal”) from May 7, 2023 to February 7, 2024 (the “Extension”). In exchange for the foregoing commitments not to redeem such Non-Redeemed Shares, the Sponsor has agreed to transfer to such third party or third parties an aggregate of 271,323 shares of the Company’s Class A common stock held by the Sponsor immediately following the consummation of an initial business combination if they continue to hold such Non-Redeemed Shares through the Special Meeting. The Company recorded $879,900 related to the non redemption agreements as a contribution from Sponsor and an adjustment to accumulated deficit in the consolidated statement of changes in stockholders’ deficit. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
Sep. 30, 2023 | |
COMMITMENTS AND CONTINGENCIES. | |
COMMITMENTS AND CONTINGENCIES | NOTE 5. COMMITMENTS AND CONTINGENCIES Registration Rights and Lock-Up Agreement At or prior to the Closing, Maquia, certain stockholders of Immersed and certain stockholders of Maquia will enter into a Registration Rights and Lock-Up Agreement, pursuant to which, among other things, (a) Maquia will grant the Holders certain registration rights following the Closing of the Business Combination contemplated by the Business Combination Agreement with respect to shares of Post- Combination Company Common Stock, and (b) the Holders will agree to not effect any sale or distribution of any equity securities of Maquia held by any of them until the earliest of (i) the date that is six months from the Closing Date, (ii) the last consecutive trading day where the sale price of the Post-Combination Company 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 Closing Date commencing at least 150 days after the date of this Agreement, or (iii) such date on which Maquia completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction which results in all of the stockholders of Maquia having the right to exchange their shares of Post- Combination Company Common Stock for cash, ecurities or other property; in each case as set forth in the Registration Rights and Lock-Up Agreement. Underwriting Agreement The Company granted the underwriters a 45-day option from the date of Initial Public Offering to purchase up to 2,400,000 additional Units to cover over-allotments, if any, at the Initial Public Offering price less the underwriting discounts and commissions. In connection with this issuance, the Company recorded an over-allotment liability of $162,847. On May 12, 2021, the underwriters partially exercised the over-allotment option to purchase an additional 1,309,719 Units. Upon partial exercise of the over-allotment option, an additional 32,743 private units were purchased and $59,141 of the remaining overallotment liability was recorded to change in fair value of derivative liabilities in the accompanying statement of operations. As a result of the underwriters’ election to partially exercise their over-allotment option, 272,570 Founder Shares are no longer subject to forfeiture. The underwriters were entitled to a cash underwriting discount of: (i) one percent (1.00%) of the gross proceeds of the Initial Public Offering. The cash discount of $1,730,972 was paid in May 2021 upon the closing of the IPO. In addition, the underwriters are entitled to a deferred fee of three percent (3.00%) of the gross proceeds of the Initial Public Offering upon the closing of a Business Combination. The deferred fee after the IPO was consummated in May 2021 was $5,192,916. The deferred fee will be paid in cash upon the closing of a Business Combination from the amounts held in the Trust Account, subject to the terms of the underwriting agreement. Right of First Refusal For a period beginning on the closing of this offering and ending 18 months from the closing of a business combination, we have granted EF Hutton, division of Benchmark Investment, LLC a right of first refusal to acting as sole investment banker, sole book runner and/or sole placement for any and all future private or public equity and debt offerings, including equity-linked financings 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 the registration statement of which this prospectus forms a part. |
WARRANTS
WARRANTS | 9 Months Ended |
Sep. 30, 2023 | |
WARRANTS | |
WARRANTS | NOTE 6. WARRANTS At September 30, 2023 and December 31, 2022, the Company had 8,654,860 Public Warrants and 291,872 Private Placement Warrants outstanding, respectively. On April 12, 2021, the SEC issued a statement with respect to the accounting for warrants issued by special purchase acquisition companies. In light of the SEC Staff’s Statement, the Company has determined that the fair value of the warrants should be classified as a warrant liability on the Company’s balance sheets and subsequent changes to the fair value of the warrants will be recorded in the Company’s statements of operations. Public Warrants may only be exercised for a whole number of shares. No fractional shares will be issued upon exercise of the Public Warrants. The Public Warrants will become exercisable on the later of (a) the consummation of a Business Combination or (b) 12 months from the effective date of the registration statement relating to the Initial Public Offering. No Public Warrants will be exercisable for cash unless the Company has an effective and current registration statement covering the common stock issuable upon exercise of the Public Warrants and a current prospectus relating to such common stock. Notwithstanding the foregoing, if a registration statement covering the common stock issuable upon the exercise of the Public Warrants is not effective within 60 days from the consummation of a Business Combination, the holders may, until such time as there is an effective registration statement and during any period when the Company shall have failed to maintain an effective registration statement, exercise the Public Warrants on a cashless basis pursuant to an available exemption from registration under the Securities Act. If an exemption from registration is not available, holders will not be able to exercise their Public Warrants on a cashless basis. The Public Warrants will expire five years from the consummation of a Business Combination or earlier upon redemption or liquidation. The Company may call the warrants for redemption (excluding the Private Placement Warrants), in whole and not in part, at a price of $0.01 per warrant: ● at any time while the Public Warrants are exercisable, ● upon not less than 30 days’ prior written notice of redemption to each Public Warrant holder, ● if, and only if, the reported last sale price of the common stock equals or exceeds $18.00 per share, for any 20 trading days within a 30 trading day period ending on the third trading day prior to the notice of redemption to Public Warrant holders, and ● if, and only if, there is a current registration statement in effect with respect to the common stock underlying such warrants at the time of redemption and for the entire 30-day trading period referred to above and continuing each day thereafter until the date of redemption. The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants and the common stock issuable upon the exercise of the Private Placement Warrants are not be transferable, assignable or salable until after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants are 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 are redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. 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 common stock issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. However, the warrants will not be adjusted for issuances 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 Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such warrants. Accordingly, the warrants may expire worthless. The exercise price is $11.50 per share, subject to adjustment as described herein. In addition, if (x) we issue additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of our initial business combination at an issue price or effective issue price of less than $9.20 per share of Class A 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) (the “Newly Issued Price”), (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 volume weighted average trading price of our Class A common stock during the 20 trading day period starting on the trading day prior to the day on which we consummate our initial business combination (such price, 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 below under “Redemption of warrants” 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 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 their fair value determined by the Monte Carlo simulation. This liability is subject to re-measurement 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. In the Company’s fiscal quarter ended on June 30, 2021, the warrants detached from the units and started trading, therefore, since the fiscal quarter ended on June 30, 2021, the trading price for the public warrants will be used as the fair value of the public warrants. For the private warrants at September 30, 2023 and December 31, 2022, the following assumptions were used to calculate the fair value: September 30, December 31, 2023 2022 Risk-free interest rate 4.60 % 3.98 % Expected life 5.35 years 5.35 years Expected volatility of underlying stock 0 % 0 % Dividends 0 % 0 % As of September 30, 2023 and December 31, 2022, the derivative liability for all warrants was $567,096 and $323,250, respectively. In addition, for the three and nine months ended September 30, 2023, the Company recorded losses of $120,625 and $243,846, respectively, on the change in fair value of the derivative warrants which is included in change in fair value of derivative liabilities in the accompanying consolidated statements of operations. For the three and nine months ended September 30, 2022, the Company recorded gains of $630,598 and $4,235,097, respectively, on the change in fair value of the derivative warrants which is included in change in fair value of derivative liabilities in the accompanying consolidated statements of operations. |
STOCKHOLDERS' DEFICIT
STOCKHOLDERS' DEFICIT | 9 Months Ended |
Sep. 30, 2023 | |
STOCKHOLDERS' DEFICIT | |
STOCKHOLDERS' DEFICIT | NOTE 7. STOCKHOLDERS’ DEFICIT Class A Common Stock On November 4, 2022, the Company held a special meeting in lieu of the 2022 annual meeting of stockholders (the “Meeting”). At the Meeting, the Company’s stockholders approved an amendment to the Company’s Amended and Restated Certificate of Incorporation (the “Charter Amendment”) to extend the date by which the Company must consummate its initial business combination from November 7, 2022 to May 7, 2023 or such earlier date as determined by the Company’s board of directors (the “Board”). The Company filed the Charter Amendment with the Secretary of State of the State of Delaware on November 4, 2022. In connection with the November 4, 2022 Meeting, stockholders holding 13,769,910 shares of Class A common stock (“Public Shares”) exercised their right to redeem such shares for a pro rata portion of the funds in the Company’s trust account (“Trust Account”). As a result, $143,462,997 (approximately $10.42 per Public Share) was removed from the Trust Account and paid to such holders and approximately $36.9 million remains in the Trust Account after the redemption event. Following redemptions, the Company has 3,539,809 Public Shares outstanding. On May 5, 2023, the Company held a special meeting of stockholders (the “Meeting”). At the Meeting, the Company’s stockholders approved an amendment to the Company’s Charter Amendment to extend the date by which the Company must consummate its initial business combination from May 7, 2023 to February 7, 2024 or such earlier date as determined by the Board. The Company filed the Charter Amendment with the Secretary of State of the State of Delaware on May 5, 2023. In connection with the May 5, 2023 Meeting, stockholders holding 2,449,091 shares of Class A common stock exercised their right to redeem such shares for a pro rata portion of the funds in the Company’s trust account. As a result, $26,538,036 (approximately $10.84 per Public Share) was removed from the Trust Account and paid to such holders and approximately $11.6 million remains in the Trust Account after the redemption event. Following redemptions, the Company has 1,090,718 Public Shares outstanding. Class B Common Stock common stock at the time of the consummation of our initial business combination, on a one-for-one basis. In connection with April 21, 2023 Meeting, the Sponsor exchanged 2,128,715 Class B shares for 2,128,715 Class A shares. Preferred Shares |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 9 Months Ended |
Sep. 30, 2023 | |
FAIR VALUE MEASUREMENTS | |
FAIR VALUE MEASUREMENTS | NOTE 8. FAIR VALUE MEASUREMENTS The Company follows the guidance in ASC 820 for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period and non-financial assets and liabilities that are re-measured and reported at fair value at least annually. The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. The following table presents information about the Company’s assets and liabilities that are measured at fair value at September 30, 2023 and December 31, 2022 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: September 30, December 31, Description Level 2023 2022 Assets: Marketable securities held in the Trust Account 1 $ 11,972,268 $ 37,570,177 Liabilities: Convertible Note payable – Sponsor 3 $ 1,802,563 $ 1,037,272 Warrant Liability – Private Placement Warrants 3 $ 17,512 $ 11,675 Warrant Liability – Public Warrants 1 $ 549,584 $ 311,575 The table below provides a summary of the changes in fair value, including net transfers in and/or out, of all financial assets and liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3) during the nine months ended September 30, 2023 and 2022. Fair Value Measurement Using Level 3 Convertible Note Inputs Total Balance, December 31, 2022 $ 1,037,272 Change in fair value of convertible note 24,445 Balance, March 31, 2023 1,061,717 Change in fair value of convertible note (39,806) Balance, June 30, 2023 1,021,911 Change in fair value of convertible note 780,652 Balance, September 30, 2023 $ 1,802,563 Fair Value Measurement Using Level 3 Convertible Note Inputs Total Balance, December 31, 2021 $ — Change in fair value of convertible note — Balance, March 31, 2022 — Borrowings 1,730,972 Change in fair value of convertible note (1,362,630) Balance, June 30, 2022 368,342 Borrowings 1,730,972 Change in fair value of convertible note (1,397,340) Balance, September 30, 2022 $ 701,974 Fair Value Measurement Using Level 3 Private Placement Warrants Inputs Total Balance, December 31, 2022 $ 11,675 Change in fair value of warrants — Balance, March 31, 2023 11,675 Change in fair value of warrants 2,919 Balance, June 30, 2023 14,594 Change in fair value of warrants 2,918 Balance, September 30, 2023 $ 17,512 Fair Value Measurement Using Level 3 Private Placement Warrants Inputs Total Balance, December 31, 2021 $ 182,128 Change in fair value of warrants (125,213) Balance, March 31, 2022 56,915 Change in fair value of warrants (27,727) Balance, June 30, 2022 29,188 Change in fair value of warrants (20,431) Balance, September 30, 2022 $ 8,757 The Public Warrants and the Private Placement Warrants were accounted for as liabilities in accordance with ASC 815-40 and are presented within liabilities in the balance sheets. The Warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented within change in fair value of Warrant liabilities in the statement of operations. Upon consummation of the Initial Public Offering, the Company used a Monte Carlo simulation model to value the Public Warrants and a modified Black-Scholes model to value the Private Placement Warrants. The Company allocated the proceeds received from (i) the sale of Units (which is inclusive of one share of the Class A Common Stock and one-half of one Public Warrant), (ii) the sale of the Private Placement Warrants and (iii) the issuance of the Class B Common Stock, first to the Warrants based on their fair values as determined at initial measurement, with the remaining proceeds allocated to the Class A Common Stock subject to possible redemption (temporary equity), the Class A Common Stock (permanent equity) and the Class B Common Stock (permanent equity) based on their relative fair values at the initial measurement date. At the initial measurement date, the Warrants were classified within Level 3 of the fair value hierarchy at the measurement dates due to the use of unobservable inputs. As of September 30, 2023 and December 31, 2022, the Public Warrants were valued using the publicly available price for the Warrant and are classified as Level 1 on the Fair Value Hierarchy. As of September 30, 2023 and December 31, 2022, the Company used a modified Black-Scholes model to value the Private Placement Warrants. The Company relied upon the implied volatility of the Public Warrants and the implied volatilities of comparable companies and the closing price as of September 30, 2023 and December 31, 2022 per Public Warrant to estimate the volatility for the Private Placement Warrants. As of September 30, 2023 and December 31, 2022, the Private Placement Warrants were classified within Level 3 of the Fair Value Hierarchy at the measurement dates due to the use of unobservable inputs. As of September 30, 2023, the fair value of the convertible note payable is the aggregate of (i) the liquidation-adjusted present value of the straight debt, discounted by a six-month risk-free yield of 5.5% and spread on extrapolatable corporate bonds of 8.9% prevalent at the time of valuation; (ii) the liquidation-adjusted fair value of the call option using the Black-Scholes method taking the stock price $11.81, six-month risk-free yield of 5.5% and volatility of 15.5% observed in extrapolatable benchmarks, prevalent at the time of the valuation; and (iii) the fair value of the warrants derived at $0.10 from the convertible units. The assumption for the probably of a business combination is 50%. As of December 31, 2022, the fair value of the convertible note payable is the aggregate of (i) the liquidation-adjusted present value of the straight debt, discounted by a six-month risk-free yield of 4.7% and spread on extrapolatable corporate bonds of 10.2% prevalent at the time of valuation; (ii) the liquidation-adjusted fair value of the call option using the Black-Scholes method taking the stock price $10.64, six-month risk-free yield of 4.7% and volatility of 28.1% observed in extrapolatable benchmarks, prevalent at the time of the valuation; and (iii) the fair value of the warrants derived at $0.10 from the convertible units. The assumption for the probably of a business combination is 30%. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 9 Months Ended |
Sep. 30, 2023 | |
SUBSEQUENT EVENTS | |
SUBSEQUENT EVENTS | NOTE 9. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Based upon this review, except as noted below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements. On October 4, 2023, Maquia, the Company and Merger Sub entered into Amendment No. 1 to the Business Combination Agreement (the “ Amended BCA ● Outside Date Extension . The Amended BCA, subject the Maquia shareholder approval, extends the date after which either Maquia or Immersed may terminate the Business Combination Agreement from February 7, 2024 to March 7, 2024. ● Minimum Cash Condition . The Amended BCA adds a closing condition in favor of Immersed pursuant to which the available cash at Closing shall be equal to or greater than $25,000,000 ; provided, that, if the available cash at Closing is equal to $21,900,000 , such condition (unless waived) may be satisfied if Sponsor forfeits and surrenders to the SPAC for cancellation 310,000 shares of SPAC Class A Common Stock; provided, further, that the share cancellation is subject to proportionate reduction to the extent the available cash exceeds $21,900,000 but is less than $25,000,000 . ● Stock Incentive Plan. The Amended BCA adds a provision that the Stock Incentive Plan shall provide for an initial aggregate share reserve thereunder equal to 11.7% of the number of shares of New SPAC Common Stock outstanding on a pre-diluted basis at the Closing. ● Company Stockholders’ Earnout. The Amended BCA provides that in addition to the consideration to be received pursuant to the Business Combination Agreement, if, on the date that is nine ( 9 ) months after the Closing Date, a number equal to at least 65% of the persons that were employees of the Company as of the Closing Date continue to be employees of the Company (the “Earnout Target”), then following the achievement of the Earnout Target, the stockholders of the Company as of immediately prior to the Closing (the “Earnout Recipients”), shall receive and the SPAC shall issue an aggregate of 4,000,000 shares of New SPAC Common Stock (the “Earnout Shares”) which such Earnout Shares shall be allocated among the Earnout Recipients in accordance with, and pursuant to, the Payment Spreadsheet. For the avoidance of doubt, the number of employees of the Company as of the Closing shall mean the greater of: (i) twenty ( 20 ) full-time employees, and (ii) the number of full-time employees at Closing. On October 4, 2023, Maquia, the Company and Merger Sub entered into Amendment No. 1 to the Sponsor Support Combination Agreement) to amend the following terms: ● to, as of the Effective Time, (i) forfeit and surrender to SPAC for cancellation 1,507,000 shares of Class A Common Stock (such forfeited shares of Class A Common Stock, the “Forfeited Sponsor Shares”) for no consideration and (ii) (a) forfeit and surrender to Maquia for cancellation 291,872 Private Placement Warrants (the “Forfeited/Transferred Sponsor Warrants”) or (b) transfer and assign all of its right, title and interest in the Forfeited/Transferred Sponsor Warrants to the stockholders of Immersed, which shall be allocated to, and among the stockholders of Immersed pursuant to, and in accordance with, the Payment Spreadsheet. If the Forfeited/Transferred Sponsor Warrants are (A) forfeited by Sponsor pursuant to (a) above, the Forfeited Sponsor Shares shall be cancelled and forfeited for no consideration and shall cease to exist and Maquia shall issue 291,872 Private Placement Warrants to the stockholders of Immersed in accordance with the Payment Spreadsheet or (B) transferred by Sponsor pursuant to (b) above; ● that, should available cash at Closing be equal to $21,900,000 , the minimum cash condition (unless waived) under the Business Combination Agreement may be satisfied if the Sponsor shall forfeit and surrender to Maquia for cancellation 310,000 shares of Class A Common Stock; provided, however, that the share cancellation is subject to proportionate reduction to the extent the available cash exceeds of $21,900,000 but is less than $25,000,000 ; ● to, in connection with the extension of the Maquia Business Combination Deadline, (i) continue to deposit monthly funding amounts into the Trust Fund in order to extend the Maquia Business Combination Deadline until February 7, 2024, and (ii) from and after February 7, 2024, use commercially reasonable efforts to take any and all actions necessary, including filing a proxy statement, amending the Maquia organizational documents and obtaining the necessary approval from the Maquia Stockholders, to further extend the Maquia Business Combination Deadline after February 7, 2024 until a date mutually agreed in writing between Maquia and Immersed; ● to amend the Sponsor Promissory Notes executed in connection with the Sponsor Debt such that upon, and subject to, the Closing, (a) an aggregate amount of $500,000 of the outstanding Sponsor Debt under the Sponsor Promissory Notes will be paid in cash to the Sponsor, (b) an aggregate amount of $500,000 of the outstanding Sponsor Debt under the Sponsor Promissory Notes will remain place for a period of 12 months after the Closing Date with an interest rate of 8% per annum, and (c) the remaining amount of the Sponsor Debt under the Sponsor Promissory Notes will be paid in shares of Post-Combination Company Common Stock (valued at the Maquia Redemption Price) at any time within 12 months of Closing; ● to use commercially reasonable efforts to raise the PIPE Financing, including cooperating with Maquia and Immersed as required and necessary in connection with the PIPE Financing; and ● to use commercially reasonable efforts to retain funds in the Trust Account and minimize and mitigate the Maquia Redemption Rights, including entering into non-redemption agreements with certain stockholders of Maquia. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Sep. 30, 2023 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Basis of presentation | Basis of presentation The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of the Company’s management, the unaudited consolidated financial statements as of September 30, 2023 include all adjustments, which are only of a normal and recurring nature, necessary for a fair statement of the financial position of the Company as of September 30, 2023 and its results of operations and cash flows for the three and nine months ended September 30, 2023. The results of operations for the three and nine months ended September 30, 2023 are not necessarily indicative of the results to be expected for the full fiscal year ending December 31, 2023 or any future interim period. |
Emerging growth company | Emerging growth company The Company is an emerging growth company, as defined in the JOBS Act. Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act, until such time as those standards apply to private companies. The Company has elected to use this extended transition period for complying with new or revised accounting standards that have different effective dates for public and private companies until the earlier of the date that the Company (i) is no longer an emerging growth company or (ii) affirmatively and irrevocably opts out of the extended transition period provided in the JOBS Act. As a result, these financial statements may not be comparable to the financial statements of issuers who are required to comply with the effective dates for new or revised accounting standards based on public company effective dates. The Company will remain an emerging growth company until the earliest of (i) the last day of the first fiscal year (a) following the fifth anniversary of the completion of the Initial Public Offering, (b) in which the Company’s total annual gross revenue is at least $1.235 billion or (c) when the Company is deemed to be a large accelerated filer, which means the market value of our common stock that is held by non-affiliates exceeds $700.0 million as of the prior June 30 th |
Use of estimates | Use of estimates The preparation of the 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 expenses during the reporting period. Actual results could differ from those estimates. |
Cash and cash equivalents | 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 no cash equivalents at September 30, 2023 or December 31, 2022. |
Restricted cash | Restricted cash Cash that is encumbered or otherwise restricted as to its use is included in restricted cash. As of September 30, 2023 and December 31, 2022, the balance was $0 and $0, respectively. |
Offering Costs Associated with the Initial Public Offering | Offering Costs Associated with the Initial Public Offering The Company complies with the requirements of the Financial Accounting Standards Board (“ FASB SAB Expenses of Offering |
Income taxes | Income taxes The Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company’s management determined the United States is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits, if any, as income tax expense. There were no unrecognized tax benefits as of September 30, 2023 and December 31, 2022 and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. While ASC 740 identifies usage of the effective annual tax rate for purposes of an interim provision, it does allow for estimating individual elements in the current period if they are significant unusual or infrequent. Computing the ETR for the Company is complicated due to the potential impact of the Company’s change in fair value of warrants for any other change in fair value of a complex financial instrument), the timing of any potential Business Combination expenses and the actual interest income that will be recognized during the year. The Company has taken a position as to the calculation of income tax expenses in the current period based on 740-270-25-3 which states, “if an entity is unable to estimate a part of its ordinary income (or loss) or the related tax (or benefit) but is otherwise able to make a reliable estimate, the tax (or benefit) applicable to the item that cannot be estimated shall be reported in the interim period in which the item is reported.” The Company believes its calculation to be a reliable estimate and allows it to properly take into account the unusual elements that can impact its annualized book income and its impact on ETR. As such, the Company is computing its taxable income (loss) and associated income tax provision based on actual results through September 30, 2023. The Company’s effective tax rate was (9.6)% and (27.8)% for the three and nine months ended September 30, 2023, respectively. The Company’s effective tax rate was 7.8% and 2.7% for the three and nine months ended September 30, 2022. The effective tax rate differs from the statutory tax rate of 21.0% for the three and nine months ended September 30, 2023 and 2022, due to changes in the valuation allowance on the deferred tax assets. |
Class A Common Stock Subject to Possible Redemption | Class A Common Stock Subject to Possible Redemption The Company accounts for the Class A common stock subject to possible redemption in accordance with the guidance enumerated in ASC 480, “ Distinguishing Liabilities from Equity September 30, 2023 and December 31, 2022, the shares of the Class A common stock subject to possible redemption in the amount of $12,033,190 and $37,247,257, respectively, are presented as temporary equity, outside of the stockholders’ equity section of the Company’s consolidated balance sheets. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value, which approximates fair value, at the end of each reporting period. Immediately upon the closing of the Initial Public Offering, the Company recognized the re-measurement from initial carrying value to redemption amount value. The change in the carrying value of redeemable Class A common stock resulted in charges against additional paid-in capital (to the extent available), accumulated deficit and Class A common stock. Shares Dollars Gross proceeds 17,309,719 $ 175,693,636 Less: — Proceeds allocated to the fair value of warrants — (11,760,676) Class A common stock issuance costs and overallotment costs — (3,832,731) Plus: Remeasurement of carrying value to redemption value — 15,593,409 Class A common stock subject to possible redemption - December 31, 2021 17,309,719 175,693,636 Sponsor deposits — 3,780,526 Redemption and withdrawals (13,769,910) (143,462,986) Remeasurement of carrying value to redemption value — 5,016,618 Class A common stock subject to possible redemption – December 31, 2022 3,539,809 37,247,257 Remeasurement of carrying value to redemption value — 745,006 Class A common stock subject to possible redemption – March 31, 2023 3,539,809 37,992,263 Redemption and withdrawals (2,449,091) (26,538,036) Remeasurement of carrying value to redemption value — 444,799 Class A common stock subject to possible redemption – June 30, 2023 1,090,718 11,899,026 Remeasurement of carrying value to redemption value — 134,164 Class A common stock subject to possible redemption – September 30, 2023 1,090,718 $ 12,033,190 |
Net income (loss) per share | Net income (loss) per share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Net income (loss) per share of common stock is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding for the period. The Company applies the two-class method in calculating income per share of common stock. Re-measurement associated with the redeemable shares of Class A common stock is excluded from income (loss) per common share as the redemption value approximates fair value. The calculation of diluted income (loss) per share of common stock does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, and (ii) the Private Placement since the exercise of the warrants is contingent upon the occurrence of future events. The warrants are exercisable to purchase 8,946,731 shares of Class A common stock in the aggregate. As of September 30, 2023 and December 31, 2022, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company. As a result, diluted net income (loss) per common share is the same as basic net income (loss) per common share for the period presented. Class B Founder Shares subject to forfeiture are not included in weighted average shares outstanding until the forfeiture restrictions lapse. Non-redeemable common stock includes the Founder Shares and non-redeemable shares of common stock as these shares do not have any redemption features. The following table reflects the calculation of basic and diluted net income per common share (in dollars, except per share amounts): For the Three Months For the Nine Months Ended September 30, 2023 Ended September 30, 2023 Class A Class B Class A Class B Basic and diluted net loss per share Numerator: Allocation of net loss $ (690,565) $ (430,666) $ (655,249) $ (555,157) Denominator: Basic and diluted weighted average shares outstanding 3,803,176 2,371,823 3,949,868 3,346,509 Basic and diluted net loss per share $ (0.18) $ (0.18) $ (0.17) $ (0.17) For the Three Months For the Nine Months Ended September 30, 2022 Ended September 30, 2022 Class A Class B Class A Class B Basic and diluted net income per share Numerator: Allocation of net income $ 1,906,751 $ 479,583 $ 5,782,101 $ 1,454,302 Denominator: Basic and diluted weighted average shares outstanding 17,893,462 4,500,528 17,893,462 4,500,528 Basic and diluted net income per share $ 0.11 $ 0.11 $ 0.32 $ 0.32 |
Concentration of credit risk | Concentration of credit risk Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution which, at times may exceed the Federal depository insurance coverage of $250,000. As of September 30, 2023 and December 31, 2022, the Company had not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. |
Financial Instruments | Financial Instruments 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 Company does not have any recurring Level 2 assets or liabilities, see Note 8 for Level 3 assets and liabilities. The carrying value of the Company’s financial instruments including its cash and accrued liabilities approximate their fair values principally because of their short-term nature. |
Derivative Financial Instruments | Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “ Derivatives and Hedging i.e. as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within twelve (12) months of the balance sheet date. The Company has determined that the Public Warrants and the Private Placement Warrants are derivative instruments. As the Public Warrants and the Private Placement Warrants meet the definition of a derivative, the Public Warrants and the Private Placement Warrants are measured at fair value at issuance and at each reporting date in accordance with ASC 820, “ Fair Value Measurement The Company has determined that the conversion option of the Convertible Note payable (the “Note”) is a derivative instrument. The Company has elected to recognize the Note, including the conversion option, at fair value as permitted under ASC Topic 815. The Note is measured at fair value at issuance and at each reporting date in accordance with ASC 820, with changes in fair value recognized in the consolidated statements of operations in the period of change. The Company recognized an unrealized loss on fair value of debt for the change in the fair value of the Note of $780,653 and $765,292 for the three and nine months ended September 30, 2023, which is included in change in fair value of derivative liabilities on the accompanying consolidated statements of operations. There were gains of $1,397,351 and $2,759,981 for the three and nine months ended September 30, 2022, which is included in change in fair value of derivative liabilities on the accompanying consolidated statements of operations. |
Warrant Instruments | Warrant Instruments The Company accounts for the Public Warrants and the Private Placement Warrants issued in connection with the Initial Public Offering and the Private Placement, respectively, in accordance with the guidance contained in FASB ASC 815, “ Derivatives and Hedging |
Recently issued accounting pronouncements | Recently issued accounting pronouncements We do not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on our consolidated financial statements. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Schedule of Change in Carrying Value of Redeemable Class A Common Stock | Shares Dollars Gross proceeds 17,309,719 $ 175,693,636 Less: — Proceeds allocated to the fair value of warrants — (11,760,676) Class A common stock issuance costs and overallotment costs — (3,832,731) Plus: Remeasurement of carrying value to redemption value — 15,593,409 Class A common stock subject to possible redemption - December 31, 2021 17,309,719 175,693,636 Sponsor deposits — 3,780,526 Redemption and withdrawals (13,769,910) (143,462,986) Remeasurement of carrying value to redemption value — 5,016,618 Class A common stock subject to possible redemption – December 31, 2022 3,539,809 37,247,257 Remeasurement of carrying value to redemption value — 745,006 Class A common stock subject to possible redemption – March 31, 2023 3,539,809 37,992,263 Redemption and withdrawals (2,449,091) (26,538,036) Remeasurement of carrying value to redemption value — 444,799 Class A common stock subject to possible redemption – June 30, 2023 1,090,718 11,899,026 Remeasurement of carrying value to redemption value — 134,164 Class A common stock subject to possible redemption – September 30, 2023 1,090,718 $ 12,033,190 |
Schedule of Calculation Basic and Diluted Net Income Per Common Share | The following table reflects the calculation of basic and diluted net income per common share (in dollars, except per share amounts): For the Three Months For the Nine Months Ended September 30, 2023 Ended September 30, 2023 Class A Class B Class A Class B Basic and diluted net loss per share Numerator: Allocation of net loss $ (690,565) $ (430,666) $ (655,249) $ (555,157) Denominator: Basic and diluted weighted average shares outstanding 3,803,176 2,371,823 3,949,868 3,346,509 Basic and diluted net loss per share $ (0.18) $ (0.18) $ (0.17) $ (0.17) For the Three Months For the Nine Months Ended September 30, 2022 Ended September 30, 2022 Class A Class B Class A Class B Basic and diluted net income per share Numerator: Allocation of net income $ 1,906,751 $ 479,583 $ 5,782,101 $ 1,454,302 Denominator: Basic and diluted weighted average shares outstanding 17,893,462 4,500,528 17,893,462 4,500,528 Basic and diluted net income per share $ 0.11 $ 0.11 $ 0.32 $ 0.32 |
RELATED PARTY TRANSACTIONS (Tab
RELATED PARTY TRANSACTIONS (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
RELATED PARTY TRANSACTIONS | |
Schedule of Balances for the Convertible Extension Notes | The table below provides the balances for the convertible extension notes as of September 30, 2023 and December 31, 2022: (Carrying (At Cost) value) Convertible Convertible Extension Fair value Extension Note adjustment Note Balance, January 1, 2022 $ — $ — $ — Proceeds 3,461,944 — 3,461,944 Fair value adjustment — (2,424,672) (2,424,672) Balance, December 31, 2022 3,461,944 (2,424,672) 1,037,272 Fair value adjustment — 24,445 24,445 Balance, March 31, 2023 3,461,944 (2,400,227) 1,061,717 Fair value adjustment — (39,806) (39,806) Balance, June 30, 2023 3,461,944 (2,440,033) 1,021,911 Fair value adjustment — 780,652 780,652 Balance, September 30, 2023 $ 3,461,944 $ (1,659,381) $ 1,802,563 |
Schedule of provides the notes payable balances | The table below provides the notes payable balances as of September 30, 2023 and December 31, 2022: 2nd 3rd Extension Extension Working Total Notes Note Note capital payable Balance, January 1, 2022 $ — $ — $ — $ — Proceeds 318,582 — — 318,582 Balance, December 31, 2022 318,582 — — 318,582 Proceeds 477,873 — — 477,873 Balance, March 31, 2023 796,455 — — 796,455 Proceeds 159,291 54,536 117,536 331,363 Balance, June 30, 2023 955,746 54,536 117,536 1,127,818 Proceeds — 81,804 92,803 174,607 Balance, September 30, 2023 $ 955,746 $ 136,340 $ 210,339 $ 1,302,425 |
WARRANTS (Tables)
WARRANTS (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
WARRANTS | |
Schedule of Private Warrants | For the private warrants at September 30, 2023 and December 31, 2022, the following assumptions were used to calculate the fair value: September 30, December 31, 2023 2022 Risk-free interest rate 4.60 % 3.98 % Expected life 5.35 years 5.35 years Expected volatility of underlying stock 0 % 0 % Dividends 0 % 0 % |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
FAIR VALUE MEASUREMENTS | |
Summary of Assets and Liabilities that are Measured at Fair Value | September 30, December 31, Description Level 2023 2022 Assets: Marketable securities held in the Trust Account 1 $ 11,972,268 $ 37,570,177 Liabilities: Convertible Note payable – Sponsor 3 $ 1,802,563 $ 1,037,272 Warrant Liability – Private Placement Warrants 3 $ 17,512 $ 11,675 Warrant Liability – Public Warrants 1 $ 549,584 $ 311,575 |
Summary of the changes in fair value of all financial assets and liabilities measured at fair value on a recurring basis using significant unobservable inputs | Fair Value Measurement Using Level 3 Convertible Note Inputs Total Balance, December 31, 2022 $ 1,037,272 Change in fair value of convertible note 24,445 Balance, March 31, 2023 1,061,717 Change in fair value of convertible note (39,806) Balance, June 30, 2023 1,021,911 Change in fair value of convertible note 780,652 Balance, September 30, 2023 $ 1,802,563 Fair Value Measurement Using Level 3 Convertible Note Inputs Total Balance, December 31, 2021 $ — Change in fair value of convertible note — Balance, March 31, 2022 — Borrowings 1,730,972 Change in fair value of convertible note (1,362,630) Balance, June 30, 2022 368,342 Borrowings 1,730,972 Change in fair value of convertible note (1,397,340) Balance, September 30, 2022 $ 701,974 Fair Value Measurement Using Level 3 Private Placement Warrants Inputs Total Balance, December 31, 2022 $ 11,675 Change in fair value of warrants — Balance, March 31, 2023 11,675 Change in fair value of warrants 2,919 Balance, June 30, 2023 14,594 Change in fair value of warrants 2,918 Balance, September 30, 2023 $ 17,512 Fair Value Measurement Using Level 3 Private Placement Warrants Inputs Total Balance, December 31, 2021 $ 182,128 Change in fair value of warrants (125,213) Balance, March 31, 2022 56,915 Change in fair value of warrants (27,727) Balance, June 30, 2022 29,188 Change in fair value of warrants (20,431) Balance, September 30, 2022 $ 8,757 |
DESCRIPTION OF ORGANIZATION, _2
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||||
Aug. 08, 2023 | May 07, 2023 | May 05, 2023 | May 05, 2023 | May 12, 2021 | May 10, 2021 | May 07, 2021 | May 31, 2021 | Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Sep. 30, 2023 | Dec. 31, 2022 | May 31, 2023 | |
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN. | ||||||||||||||
Stock issuance cost | $ 1,209,600 | |||||||||||||
Gross proceeds | $ 174,607 | $ 331,363 | $ 477,873 | $ 318,582 | ||||||||||
Stockholders holding shares (in Shares) | 2,449,091 | 2,449,091 | ||||||||||||
Public shares outstanding (in Shares) | 1,090,718 | 1,090,718 | ||||||||||||
Redeeming public stockholders | $ 26,500,000 | |||||||||||||
Excise tax paid | 265,380 | $ 265,380 | ||||||||||||
Interest expenses | $ 100,000 | |||||||||||||
Obligation to redeem, percentage | 100% | |||||||||||||
Outstanding voting securities, percentage | 100% | |||||||||||||
Net tangible assets | 5,000,001 | $ 5,000,001 | ||||||||||||
Redeemable aggregate shares (in Shares) | 847,883 | |||||||||||||
Loan | $ 159,291 | |||||||||||||
Sponsor monthly loans extension | 27,268 | |||||||||||||
Aggregate deposited into the trust account | $ 1,092,086 | 1,092,086 | $ 318,582 | |||||||||||
Pay dissolution expenses | 100,000 | |||||||||||||
Cash consideration | $ 150,000,000 | |||||||||||||
Loan amount | $ 177,111 | |||||||||||||
Working capital term | 1 year | |||||||||||||
Excise tax | 1% | |||||||||||||
Corporate alternative minimum tax | 15% | |||||||||||||
Excise tax | $ 265,380 | |||||||||||||
IPO [Member] | ||||||||||||||
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN. | ||||||||||||||
Public offering units (in Shares) | 16,000,000 | 17,309,719 | ||||||||||||
Price per units (in Dollars per share) | $ 10 | $ 10 | $ 10.15 | $ 10.15 | ||||||||||
Generating gross proceeds | $ 160,000,000 | $ 173,100,000 | ||||||||||||
Incurring offering costs | 7,000,000 | |||||||||||||
Deferred underwriting commissions | $ 5,192,916,000,000 | |||||||||||||
Incurred additional offering costs | $ 584,295 | |||||||||||||
Net proceeds | $ 175,700,000 | |||||||||||||
Aggregate deposited into the trust account | $ 175,693,648 | $ 175,693,648 | ||||||||||||
Over-Allotment Option [Member] | ||||||||||||||
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN. | ||||||||||||||
Public offering units (in Shares) | 1,309,719 | 2,400,000 | ||||||||||||
Private Placement [Member] | ||||||||||||||
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN. | ||||||||||||||
Private placement units (in Shares) | 583,743 | 583,743 | ||||||||||||
Purchase price per units (in Dollars per share) | $ 10 | $ 10 | ||||||||||||
Gross proceeds | $ 5,837,430 | |||||||||||||
Public Share [Member] | ||||||||||||||
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN. | ||||||||||||||
Price per units (in Dollars per share) | 10.15 | $ 10.15 | ||||||||||||
Obligation to redeem, percentage | 100% | |||||||||||||
Class A Common Stock [Member] | ||||||||||||||
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN. | ||||||||||||||
Public offering units (in Shares) | 1,309,719 | |||||||||||||
Price per units (in Dollars per share) | $ 10 | |||||||||||||
Number of shares (in Shares) | 1 | 1 | ||||||||||||
Redeemable warrant (in Shares) | 1 | |||||||||||||
Shares issued (in Shares) | 847,883 | |||||||||||||
Common stock par value (in Dollars per share) | $ 0.0001 | 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||||
warrant purchases (in Shares) | 1 | |||||||||||||
Common stock price par share (in Dollars per share) | $ 11.50 | |||||||||||||
Aggregate shares (in Shares) | 271,323 | |||||||||||||
Class A Common Stock [Member] | IPO [Member] | ||||||||||||||
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN. | ||||||||||||||
Number of shares (in Shares) | 1 | |||||||||||||
Class A Common Stock [Member] | Over-Allotment Option [Member] | ||||||||||||||
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN. | ||||||||||||||
Common stock par value (in Dollars per share) | $ 0.0001 | |||||||||||||
Shares issued amount | $ 13,097,190 | |||||||||||||
Incurred additional offering costs | 130,972 | |||||||||||||
Class B Common Stock [Member] | ||||||||||||||
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN. | ||||||||||||||
Shares issued (in Shares) | 13,098 | |||||||||||||
Stock issuance cost | $ 99,021 | |||||||||||||
Common stock par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||||
Class B Common Stock [Member] | IPO [Member] | ||||||||||||||
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN. | ||||||||||||||
Shares issued (in Shares) | 160,000 | |||||||||||||
Non redemption [Member] | ||||||||||||||
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN. | ||||||||||||||
Expense | $ 879,900 | |||||||||||||
Warrant [Member] | ||||||||||||||
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN. | ||||||||||||||
Redeemable warrant (in Shares) | 1 | |||||||||||||
Warrant [Member] | IPO [Member] | ||||||||||||||
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN. | ||||||||||||||
Incurred additional offering costs | $ 494,344 | |||||||||||||
Private Placement Warrants [Member] | ||||||||||||||
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN. | ||||||||||||||
Private placement units (in Shares) | 583,743 | 551,000 | 551,000 | |||||||||||
Purchase price per units (in Dollars per share) | $ 10 | $ 10 | $ 10 | |||||||||||
Gross proceeds | $ 5,837,430 | $ 5,510,000 | ||||||||||||
Business Combination | ||||||||||||||
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN. | ||||||||||||||
Fair market value, percentage | 80% | |||||||||||||
Outstanding voting securities, percentage | 50% | |||||||||||||
Net tangible assets | $ 5,000,001 | $ 5,000,001 | ||||||||||||
Redemption rights, percentage | 15% | |||||||||||||
Additional units (in Dollars per share) | $ 0.20 | |||||||||||||
Sponsor [Member] | ||||||||||||||
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN. | ||||||||||||||
Gross proceeds | $ 327,430 | |||||||||||||
Sponsor [Member] | Class B Common Stock [Member] | IPO [Member] | ||||||||||||||
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN. | ||||||||||||||
Shares issued (in Shares) | 70,000 | |||||||||||||
Sponsor [Member] | Private Placement Warrants [Member] | ||||||||||||||
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN. | ||||||||||||||
Private placement units (in Shares) | 32,743 | |||||||||||||
Founder Shares [Member] | ||||||||||||||
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN. | ||||||||||||||
Generating gross proceeds | $ 25,000 | |||||||||||||
Founders shares forfeited (in Shares) | 272,570 | |||||||||||||
Founder Shares [Member] | Over-Allotment Option [Member] | ||||||||||||||
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN. | ||||||||||||||
Over allotment option (in Shares) | 327,430 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Summary of Significant Accounting Policies (Details) [Line Items] | |||||
Annual gross revenue | $ 1,235,000,000 | ||||
Exceeds amount of common stock held by non-affiliates | $ 700,000,000 | 700,000,000 | |||
Issuance of non-convertible debt securities | 1,000,000,000 | ||||
Cash equivalents | 0 | 0 | $ 0 | ||
Restricted cash | 0 | 0 | 0 | ||
Unrecognized tax benefits accrued for interest and penalties | $ 0 | $ 0 | 0 | ||
Effective tax rate | (9.60%) | 7.80% | (27.80%) | 2.70% | |
Effective tax rate differs from statutory tax rate | 21% | 21% | 21% | 21% | |
Federal depository insurance coverage | $ 250,000 | $ 250,000 | |||
Change in the fair value | 780,653 | 765,292 | |||
Unrealized gains | $ 1,397,351 | $ 2,759,981 | |||
IPO [Member] | |||||
Summary of Significant Accounting Policies (Details) [Line Items] | |||||
Offering costs | 584,295 | ||||
Offering costs adjusted in additional paid-in capital | 6,923,888 | ||||
Class B Common Stock [Member] | IPO [Member] | |||||
Summary of Significant Accounting Policies (Details) [Line Items] | |||||
Offering costs, fair value | 1,837,821 | ||||
Class A Common Stock [Member] | |||||
Summary of Significant Accounting Policies (Details) [Line Items] | |||||
Common stock subject to possible redemption | $ 12,033,190 | $ 12,033,190 | $ 37,247,257 | ||
Anti-dilutive securities attributable to warrants (in Shares) | 8,946,731 | ||||
Warrant [Member] | IPO [Member] | |||||
Summary of Significant Accounting Policies (Details) [Line Items] | |||||
Offering costs | $ 494,344 |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Schedule of Change in Carrying Value of Redeemable Class A Common Stock (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |||
Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |||||
Gross proceeds Shares | 17,309,719 | ||||
Gross proceeds Dollars | $ 175,693,636 | ||||
Proceeds allocated to the fair value of warrants Dollars | (11,760,676) | ||||
Class A common stock issuance costs and overallotment costs Dollars | (3,832,731) | ||||
Remeasurement of carrying value to redemption value Dollars | $ 134,164 | $ 444,799 | $ 745,006 | $ 5,016,618 | $ 15,593,409 |
Class A common stock subject to possible redemption Shares | 1,090,718 | 1,090,718 | 3,539,809 | 3,539,809 | 17,309,719 |
Class A common stock subject to possible redemption Dollars | $ 12,033,190 | $ 11,899,026 | $ 37,992,263 | $ 37,247,257 | $ 175,693,636 |
Sponsor deposits Dollars | $ 3,780,526 | ||||
Redemption and withdrawals Shares | (2,449,091) | (13,769,910) | |||
Redemption and withdrawals Dollars | $ (26,538,036) | $ (143,462,986) |
SUMMARY OF SIGNIFICANT ACCOUN_6
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Schedule of Calculation Basic and Diluted Net Income Per Common Share (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Class A Common Stock | ||||
Numerator: | ||||
Allocation of net loss | $ (690,565) | $ 1,906,751 | $ (655,249) | $ 5,782,101 |
Denominator: | ||||
Basic weighted average shares outstanding | 3,803,176 | 17,893,462 | 3,949,868 | 17,893,462 |
Diluted weighted average shares outstanding | 3,803,176 | 17,893,462 | 3,949,868 | 17,893,462 |
Basic net loss per share | $ (0.18) | $ 0.11 | $ (0.17) | $ 0.32 |
Diluted net loss per share | $ (0.18) | $ 0.11 | $ (0.17) | $ 0.32 |
Class B Common Stock | ||||
Numerator: | ||||
Allocation of net loss | $ (430,666) | $ 479,583 | $ (555,157) | $ 1,454,302 |
Denominator: | ||||
Basic weighted average shares outstanding | 2,371,823 | 4,500,528 | 3,346,509 | 4,500,528 |
Diluted weighted average shares outstanding | 2,371,823 | 4,500,528 | 3,346,509 | 4,500,528 |
Basic net loss per share | $ (0.18) | $ 0.11 | $ (0.17) | $ 0.32 |
Diluted net loss per share | $ (0.18) | $ 0.11 | $ (0.17) | $ 0.32 |
INITIAL PUBLIC OFFERING (Detail
INITIAL PUBLIC OFFERING (Details) - USD ($) $ / shares in Units, $ in Millions | 1 Months Ended | ||||
May 10, 2021 | May 07, 2021 | May 31, 2021 | Sep. 30, 2023 | Dec. 31, 2022 | |
Initial Public Offering (Details) [Line Items] | |||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 11.50 | ||||
IPO [Member] | |||||
Initial Public Offering (Details) [Line Items] | |||||
Units sold (in Shares) | 17,309,719 | ||||
Purchase price per share | $ 10 | ||||
Generating gross proceeds (in Dollars) | $ 173.1 | ||||
Class A Common Stock [Member] | |||||
Initial Public Offering (Details) [Line Items] | |||||
Common stock, shares (in Shares) | 1 | 1 | |||
Common stock par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
Class A Common Stock [Member] | IPO [Member] | |||||
Initial Public Offering (Details) [Line Items] | |||||
Common stock, shares (in Shares) | 1 | ||||
Warrants [Member] | Class A Common Stock [Member] | IPO [Member] | |||||
Initial Public Offering (Details) [Line Items] | |||||
Common stock par value | $ 0.0001 | ||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 11.50 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||||||||||||
May 22, 2023 USD ($) shares | May 05, 2023 USD ($) shares | Nov. 14, 2022 USD ($) | Aug. 04, 2022 USD ($) | May 03, 2022 USD ($) $ / shares | May 12, 2021 USD ($) shares | May 07, 2021 USD ($) shares | May 04, 2021 shares | Jan. 28, 2021 USD ($) shares | Sep. 30, 2023 USD ($) $ / shares shares | Jun. 30, 2023 USD ($) | Mar. 31, 2023 USD ($) | Sep. 30, 2022 USD ($) | Jun. 30, 2022 USD ($) | Sep. 30, 2021 USD ($) | Sep. 30, 2023 USD ($) D $ / shares shares | Sep. 30, 2022 USD ($) | Dec. 31, 2022 USD ($) shares | Dec. 31, 2021 USD ($) | Apr. 21, 2023 shares | May 10, 2021 $ / shares shares | Jan. 29, 2021 USD ($) | |
Related Party Transactions (Details) [Line Items] | ||||||||||||||||||||||
Aggregate purchase price | $ 879,900 | |||||||||||||||||||||
Stock issuance cost | $ 1,209,600 | |||||||||||||||||||||
Generating gross proceeds amount | $ 174,607 | 331,363 | $ 477,873 | $ 318,582 | ||||||||||||||||||
Aggregate principal amount | $ 245,412 | |||||||||||||||||||||
Borrowed under promissory note | $ 983,842 | $ 3,461,944 | ||||||||||||||||||||
working capital loans | 0 | 0 | $ 0 | |||||||||||||||||||
Trust account | $ 1,730,972 | $ 1,730,972 | ||||||||||||||||||||
Price per share (in Dollars per share) | $ / shares | $ 0.10 | |||||||||||||||||||||
Increase principal amount | $ 955,748 | |||||||||||||||||||||
Aggregate loan per shares (in Dollars per share) | $ / shares | 0.045 | |||||||||||||||||||||
Sponsor loaned aggregate | 245,412 | $ 955,748 | ||||||||||||||||||||
Non redeemed per shares (in Dollars per share) | $ / shares | $ 0.045 | |||||||||||||||||||||
Outstanding redemptions (in Shares) | shares | 3,539,809 | 3,539,809 | ||||||||||||||||||||
Deposited trust account | $ 27,268 | $ 159,291 | ||||||||||||||||||||
Shares outstanding (in Shares) | shares | 1,090,718 | |||||||||||||||||||||
Non redemption agreements amount | $ 879,900 | $ (134,164) | $ (444,799) | $ (745,006) | $ (2,312,169) | $ (1,730,972) | ||||||||||||||||
Minimum | ||||||||||||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||||||||||||
Increase principal amount | $ 1,730,972 | |||||||||||||||||||||
Maximum | ||||||||||||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||||||||||||
Increase principal amount | $ 3,461,944 | |||||||||||||||||||||
Over-Allotment Option [Member] | ||||||||||||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||||||||||||
Aggregate amount | $ 3,461,944 | $ 3,461,944 | ||||||||||||||||||||
Per share unit (in Dollars per share) | $ / shares | $ 0.20 | |||||||||||||||||||||
Private Placement [Member] | ||||||||||||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||||||||||||
Sale of aggregate units (in Shares) | shares | 583,743 | 583,743 | ||||||||||||||||||||
Purchase price per units (in Dollars per share) | $ / shares | $ 10 | $ 10 | ||||||||||||||||||||
Generating gross proceeds amount | $ 5,837,430 | |||||||||||||||||||||
Returned of funds sponsor | $ 124,289 | |||||||||||||||||||||
Working Capital Notes [Member] | ||||||||||||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||||||||||||
Aggregate principal amount | $ 250,000 | |||||||||||||||||||||
Class B Common Stock [Member] | ||||||||||||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||||||||||||
Stock issuance cost | $ 99,021 | |||||||||||||||||||||
Currently owns fonder shares (in Shares) | shares | 2,128,715 | |||||||||||||||||||||
Issued and outstanding, percentage | 20% | |||||||||||||||||||||
Underwriter shares (in Shares) | shares | 160,000 | |||||||||||||||||||||
Recorded stock issuance cost | $ 1,209,600 | |||||||||||||||||||||
Shares issued (in Shares) | shares | 2,371,813 | 2,371,813 | 4,500,528 | |||||||||||||||||||
Shares issued (in Shares) | shares | 13,098 | |||||||||||||||||||||
Class A Common Stock [Member] | ||||||||||||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||||||||||||
Currently owns fonder shares (in Shares) | shares | 2,128,715 | |||||||||||||||||||||
Additional price per unit (in Dollars per share) | $ / shares | $ 10 | |||||||||||||||||||||
Shares issued (in Shares) | shares | 847,883 | |||||||||||||||||||||
Non-Redeemed Shares (in Shares) | shares | 271,323 | |||||||||||||||||||||
Sponsor | ||||||||||||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||||||||||||
Aggregate principal amount | $ 1,730,972 | |||||||||||||||||||||
Unpaid principal amount | $ 1,500,000 | |||||||||||||||||||||
Conversion price per shares (in Dollars per share) | $ / shares | $ 10 | |||||||||||||||||||||
Sponsor | Class B Common Stock [Member] | ||||||||||||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||||||||||||
Issued and outstanding, percentage | 20% | |||||||||||||||||||||
Promissory note | ||||||||||||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||||||||||||
Aggregate principal amount | $ 300,000 | |||||||||||||||||||||
Borrowed under promissory note | $ 177,111 | |||||||||||||||||||||
Related Party Loans [Member] | ||||||||||||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||||||||||||
Additional price per unit (in Dollars per share) | $ / shares | $ 10 | $ 10 | ||||||||||||||||||||
Other loan | $ 1,500,000 | |||||||||||||||||||||
Founder Shares Member | ||||||||||||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||||||||||||
Founder shares longer subject to forfeiture (in Shares) | shares | 272,570 | |||||||||||||||||||||
Shares issued (in Shares) | shares | 2,128,715 | |||||||||||||||||||||
Founder Shares Member | Over-Allotment Option [Member] | ||||||||||||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||||||||||||
Founder shares longer subject to forfeiture (in Shares) | shares | 272,570 | |||||||||||||||||||||
Founder Shares Member | Class B Common Stock [Member] | ||||||||||||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||||||||||||
Aggregate founder shares (in Shares) | shares | 1,150,000 | |||||||||||||||||||||
Transferred founder shares (in Shares) | shares | 70,000 | |||||||||||||||||||||
Stock issuance cost | $ 99,021 | |||||||||||||||||||||
Currently owns fonder shares (in Shares) | shares | 4,600,000 | |||||||||||||||||||||
Issued common shares (in Shares) | shares | 13,098 | |||||||||||||||||||||
Exceeds per share (in Dollars per share) | $ / shares | $ 12 | |||||||||||||||||||||
Trading days | D | 20 | |||||||||||||||||||||
Trading day period | D | 30 | |||||||||||||||||||||
Shares issued (in Shares) | shares | 2,128,715 | |||||||||||||||||||||
Founder Shares Member | Class B Common Stock [Member] | Over-Allotment Option [Member] | ||||||||||||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||||||||||||
Shares subject to forfeiture (in Shares) | shares | 600,000 | |||||||||||||||||||||
Founder Shares Member | Sponsor | ||||||||||||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||||||||||||
Stock issuance cost | $ 529,200 | |||||||||||||||||||||
Founder Shares Member | Sponsor | Class B Common Stock [Member] | ||||||||||||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||||||||||||
Aggregate shares (in Shares) | shares | 5,750,000 | |||||||||||||||||||||
Aggregate purchase price | $ 25,000 | |||||||||||||||||||||
Aggregate founder shares (in Shares) | shares | 1,150,000 | |||||||||||||||||||||
Transferred founder shares (in Shares) | shares | 70,000 | 70,000 | ||||||||||||||||||||
Currently owns fonder shares (in Shares) | shares | 4,530,000 | 4,530,000 | ||||||||||||||||||||
Shares subject to forfeiture (in Shares) | shares | 600,000 | 600,000 |
RELATED PARTY TRANSACTIONS - Sc
RELATED PARTY TRANSACTIONS - Schedule of Balances for the Convertible Extension Notes (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Dec. 31, 2022 | |
Related Party Transactions (Details) - Schedule of Balances for the Convertible Extension Notes [Line Items] | ||||
Balance | $ 3,461,944 | |||
Balance | $ 3,461,944 | $ 3,461,944 | ||
Convertible Extension Note [Member] | ||||
Related Party Transactions (Details) - Schedule of Balances for the Convertible Extension Notes [Line Items] | ||||
Balance | 3,461,944 | $ 3,461,944 | 3,461,944 | |
Proceeds | 3,461,944 | |||
Balance | 3,461,944 | 3,461,944 | 3,461,944 | 3,461,944 |
Fair value adjustment [Member] | ||||
Related Party Transactions (Details) - Schedule of Balances for the Convertible Extension Notes [Line Items] | ||||
Balance | (2,440,033) | (2,400,227) | (2,424,672) | |
Fair value adjustment | 780,652 | (39,806) | 24,445 | (2,424,672) |
Balance | (1,659,381) | (2,440,033) | (2,400,227) | (2,424,672) |
Convertible Extension Note Carrying value [Member] | ||||
Related Party Transactions (Details) - Schedule of Balances for the Convertible Extension Notes [Line Items] | ||||
Balance | 1,021,911 | 1,061,717 | 1,037,272 | |
Proceeds | 3,461,944 | |||
Fair value adjustment | 780,652 | (39,806) | 24,445 | (2,424,672) |
Balance | $ 1,802,563 | $ 1,021,911 | $ 1,061,717 | $ 1,037,272 |
RELATED PARTY TRANSACTIONS - _2
RELATED PARTY TRANSACTIONS - Schedule of provides the notes payable balances (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Sep. 30, 2023 | Dec. 31, 2022 | |
Related Party Transactions (Details) - Schedule of provides the notes payable balances [Line Items] | |||||
Balance | $ 1,127,818 | $ 796,455 | $ 318,582 | $ 318,582 | |
Proceeds | 174,607 | 331,363 | 477,873 | $ 318,582 | |
Balance, | 1,302,425 | 1,127,818 | 796,455 | 1,302,425 | 318,582 |
2nd Extension Note [Member] | |||||
Related Party Transactions (Details) - Schedule of provides the notes payable balances [Line Items] | |||||
Balance | 955,746 | 796,455 | 318,582 | 318,582 | |
Proceeds | 159,291 | 477,873 | 318,582 | ||
Balance, | 955,746 | 955,746 | $ 796,455 | 955,746 | $ 318,582 |
3rd Extension Note | |||||
Related Party Transactions (Details) - Schedule of provides the notes payable balances [Line Items] | |||||
Balance | 54,536 | ||||
Proceeds | 81,804 | 54,536 | |||
Balance, | 136,340 | 54,536 | 136,340 | ||
Working Capital [Member] | |||||
Related Party Transactions (Details) - Schedule of provides the notes payable balances [Line Items] | |||||
Balance | 117,536 | ||||
Proceeds | 92,803 | 117,536 | |||
Balance, | $ 210,339 | $ 117,536 | $ 210,339 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details) | 1 Months Ended | 9 Months Ended | |||
May 12, 2021 USD ($) shares | May 07, 2021 shares | May 31, 2021 USD ($) shares | Sep. 30, 2023 USD ($) D $ / shares shares | May 10, 2021 shares | |
Commitments and Contingencies (Details) [Line Items] | |||||
Over allotment liability | $ | $ 162,847 | ||||
Cash discount | $ | $ 1,730,972 | ||||
Deferred fee | $ | $ 5,192,916 | ||||
Over-Allotment Option [Member] | |||||
Commitments and Contingencies (Details) [Line Items] | |||||
Units issued during period shares new issues | 1,309,719 | 2,400,000 | |||
Over allotment liability | $ | $ 59,141 | ||||
Private units | 32,743 | ||||
IPO [Member] | |||||
Commitments and Contingencies (Details) [Line Items] | |||||
Units issued during period shares new issues | 16,000,000 | 17,309,719 | |||
Gross proceeds percentage | 1% | ||||
Deferred fee percentage | 3% | ||||
Founder Shares Member | |||||
Commitments and Contingencies (Details) [Line Items] | |||||
Forfeiture share | 272,570 | ||||
Founder Shares Member | Class B Common Stock [Member] | |||||
Commitments and Contingencies (Details) [Line Items] | |||||
Exceeds per share (in Dollars per share) | $ / shares | $ 12 | ||||
Trading days | D | 20 | ||||
Trading day period | D | 30 | ||||
Founder Shares Member | Over-Allotment Option [Member] | |||||
Commitments and Contingencies (Details) [Line Items] | |||||
Forfeiture share | 272,570 |
WARRANTS (Details)
WARRANTS (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Warrants (Details) [Line Items] | |||||
Business combination effective date | 12 months | ||||
Public warrants expiration term | 5 years | 5 years | |||
Stock price | $ 18 | ||||
Exercise price of warrants | $ 11.50 | 11.50 | |||
Issue price per share | $ 9.20 | $ 9.20 | |||
Percentage of gross proceeds on total equity proceeds | 60% | ||||
Warrants percentage | 115% | ||||
Redemption of warrants percentage | 180% | ||||
Derivative liability | $ 567,096 | $ 567,096 | $ 323,250 | ||
Recorded gains losses | $ 630,598 | $ 4,235,097 | |||
Warrant [Member] | |||||
Warrants (Details) [Line Items] | |||||
Recorded gains losses | $ 120,625 | $ 243,846 | |||
Class A Common Stock [Member] | |||||
Warrants (Details) [Line Items] | |||||
Trading days | 20 days | ||||
Issue price per share | $ 9.20 | $ 9.20 | |||
Public Warrants | |||||
Warrants (Details) [Line Items] | |||||
Warrants outstanding | 8,654,860 | 8,654,860 | 8,654,860 | ||
Redemption price per public warrant | $ 0.01 | ||||
Stock price | $ 18 | ||||
Trading days | 20 days | ||||
Private Placement Warrants [Member] | |||||
Warrants (Details) [Line Items] | |||||
Warrants outstanding | 291,872 | 291,872 | 291,872 |
WARRANTS - Schedule of Private
WARRANTS - Schedule of Private Warrants (Details) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Schedule Of Private Warrants Abstract | ||
Risk-free interest rate | 4.60% | 3.98% |
Expected life | 5 years 4 months 6 days | 5 years 4 months 6 days |
Expected volatility of underlying stock | 0% | 0% |
Dividends | 0% | 0% |
STOCKHOLDERS' DEFICIT (Details)
STOCKHOLDERS' DEFICIT (Details) - USD ($) | 9 Months Ended | ||||||
May 05, 2023 | Nov. 04, 2022 | May 04, 2021 | Sep. 30, 2023 | Apr. 21, 2023 | Dec. 31, 2022 | May 10, 2021 | |
STOCKHOLDERS' DEFICIT | |||||||
Preferred Shares, shares authorized | 1,000,000 | 1,000,000 | |||||
Preferred Shares, shares par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | |||||
Preferred Shares, shares issued | 0 | 0 | |||||
Preferred Shares, shares outstanding | 0 | 0 | |||||
Trust Account [Member] | |||||||
STOCKHOLDERS' DEFICIT | |||||||
Share amount (in Dollars) | $ 26,538,036 | $ 143,462,997 | |||||
Per public share (in Dollars per share) | $ 10.84 | $ 10.42 | |||||
Remaining amount (in Dollars) | $ 11,600,000 | $ 36,900,000 | |||||
Public shares outstanding | 1,090,718 | 3,539,809 | |||||
Class A Common Stock [Member] | |||||||
STOCKHOLDERS' DEFICIT | |||||||
Common stock, authorized | 100,000,000 | ||||||
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||
Common stock, voting rights | one | ||||||
Common stock, shares outstanding | 1,090,718 | 3,539,809 | |||||
Stockholders holding shares | 2,449,091 | 13,769,910 | |||||
Sponsor founder shares | 2,128,715 | ||||||
Class A Common Stock [Member] | Over-Allotment Option [Member] | |||||||
STOCKHOLDERS' DEFICIT | |||||||
Common stock, par value (in Dollars per share) | $ 0.0001 | ||||||
Class A Common Stock [Member] | Common Stock [Member] | |||||||
STOCKHOLDERS' DEFICIT | |||||||
Common stock, shares issued | 3,803,156 | 4,123,552 | |||||
Common stock, shares outstanding | 3,803,156 | 4,123,552 | |||||
Class B Common Stock [Member] | |||||||
STOCKHOLDERS' DEFICIT | |||||||
Common stock, authorized | 10,000,000 | 10,000,000 | |||||
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | |||||
Common stock, voting rights | one | ||||||
Common stock issued | 2,371,813 | 4,500,528 | |||||
Common stock outstanding | 2,371,813 | 4,500,528 | |||||
Sponsor founder shares | 2,128,715 | ||||||
Issued and outstanding, percentage | 20% | ||||||
Founder Shares [Member] | |||||||
STOCKHOLDERS' DEFICIT | |||||||
Common stock issued | 2,128,715 | ||||||
Founder Shares [Member] | Class B Common Stock [Member] | |||||||
STOCKHOLDERS' DEFICIT | |||||||
Common stock issued | 2,128,715 | ||||||
Founder shares | 1,150,000 | ||||||
Sponsor founder shares | 4,600,000 | ||||||
Transferred founder shares | 70,000 | ||||||
Founder Shares [Member] | Class B Common Stock [Member] | Sponsor | |||||||
STOCKHOLDERS' DEFICIT | |||||||
Founder shares | 1,150,000 | ||||||
Founder Shares [Member] | Class B Common Stock [Member] | Over-Allotment Option [Member] | |||||||
STOCKHOLDERS' DEFICIT | |||||||
Subject to forfeiture | 600,000 |
FAIR VALUE MEASUREMENTS - Sched
FAIR VALUE MEASUREMENTS - Schedule of assets and liabilities that are measured at fair value (Details) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Liabilities: | ||
Warrant Liability - Private Placement Warrants | $ 17,512 | $ 11,675 |
Level 1 | ||
Assets: | ||
Marketable securities held in the Trust Account | 11,972,268 | 37,570,177 |
Level 1 | Public Warrants | ||
Liabilities: | ||
Warrant Liability - Public Warrants | 549,584 | 311,575 |
Level 3 | Private Placement Warrants | ||
Liabilities: | ||
Warrant Liability - Private Placement Warrants | 17,512 | 11,675 |
Level 3 | Sponsor | ||
Liabilities: | ||
Convertible Note payable - Sponsor | $ 1,802,563 | $ 1,037,272 |
FAIR VALUE MEASUREMENTS - Summa
FAIR VALUE MEASUREMENTS - Summary of the changes in fair value of all financial assets and liabilities measured at fair value on a recurring basis using significant unobservable inputs (Details) - Level 3 - USD ($) | 3 Months Ended | |||||
Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | |
Convertible Note | ||||||
Summary of the changes in fair value | ||||||
Beginning Balance | $ 1,021,911 | $ 1,061,717 | $ 1,037,272 | $ 368,342 | ||
Borrowings | 1,730,972 | $ 1,730,972 | ||||
Change in fair value of liability | $ 780,652 | $ (39,806) | $ 24,445 | $ (1,397,340) | $ (1,362,630) | |
Fair Value, Liability, Recurring Basis, Unobservable Input Reconciliation, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration] | Fair Value Adjustment of Warrants | Fair Value Adjustment of Warrants | Fair Value Adjustment of Warrants | Fair Value Adjustment of Warrants | Fair Value Adjustment of Warrants | |
Ending Balance | $ 1,802,563 | $ 1,021,911 | $ 1,061,717 | $ 701,974 | $ 368,342 | |
Private Placement Warrants | ||||||
Summary of the changes in fair value | ||||||
Beginning Balance | 14,594 | 11,675 | $ 11,675 | 29,188 | 56,915 | $ 182,128 |
Change in fair value of liability | $ 2,918 | $ 2,919 | $ (20,431) | $ (27,727) | $ (125,213) | |
Fair Value, Liability, Recurring Basis, Unobservable Input Reconciliation, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration] | Fair Value Adjustment of Warrants | Fair Value Adjustment of Warrants | Fair Value Adjustment of Warrants | Fair Value Adjustment of Warrants | Fair Value Adjustment of Warrants | Fair Value Adjustment of Warrants |
Ending Balance | $ 17,512 | $ 14,594 | $ 11,675 | $ 8,757 | $ 29,188 | $ 56,915 |
FAIR VALUE MEASUREMENTS - Addit
FAIR VALUE MEASUREMENTS - Additional information (Details) - $ / shares | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
FAIR VALUE MEASUREMENTS | ||
Risk-free yield (in percent) | 5.50% | 4.70% |
Time valuation (in percent) | 8.90% | 10.20% |
Convertible units (in dollars per share) | $ 0.10 | $ 0.10 |
Business Combination | ||
FAIR VALUE MEASUREMENTS | ||
Business combination (in percent) | 50% | 30% |
Black-Scholes | ||
FAIR VALUE MEASUREMENTS | ||
Stock price (in dollars per share) | $ 11.81 | $ 10.64 |
Risk-free yield (in percent) | 5.50% | 4.70% |
Time valuation (in percent) | 15.50% | 28.10% |
SUBSEQUENT EVENTS - Amended BCA
SUBSEQUENT EVENTS - Amended BCA (Details) - Subsequent events - Amended BCA | Oct. 04, 2023 USD ($) employee shares |
SUBSEQUENT EVENTS | |
Cash available at closing | $ 21,900,000 |
Initial aggregare share reserve (in percent) | 11.70% |
Period for clsoing the agreement | 9 months |
Number of full time employees to be continued | employee | 20 |
Class A Common Stock | |
SUBSEQUENT EVENTS | |
Shares surrendered for cancellation as Minimum cash condition is not satisfied | shares | 310,000 |
Earnout Shares | |
SUBSEQUENT EVENTS | |
Number of new shares issued to the employees continued post combination | shares | 4,000,000 |
Minimum | |
SUBSEQUENT EVENTS | |
Cash available at closing | $ 25,000,000 |
Value of shares surrendered for cancellation as Minimum cash condition is not satisfied | $ 21,900,000 |
Percentage of employees to be continued post combination | 65% |
Maximum | |
SUBSEQUENT EVENTS | |
Value of shares surrendered for cancellation as Minimum cash condition is not satisfied | $ 25,000,000 |
SUBSEQUENT EVENTS - Sponsor Sup
SUBSEQUENT EVENTS - Sponsor Support Combination Agreement (Details) - Subsequent events - Amendment to the Sponsor Support Combination Agreement - Sponsor | Oct. 04, 2023 USD ($) shares |
Promissory note | |
SUBSEQUENT EVENTS | |
Repayment of debt in cash | $ 500,000 |
Aggregate outstanding amount of debt | $ 500,000 |
Term of debt instrument | 12 months |
Debt instrument, interest rate | 8% |
Private Placement Warrants | |
SUBSEQUENT EVENTS | |
Number of warrants surrendered | shares | 291,872 |
Number of warrants issued | shares | 291,872 |
Class A Common Stock | |
SUBSEQUENT EVENTS | |
Number of shares surrendered | shares | 1,507,000 |
Value of shares surrendered | $ 0 |
Shares surrendered for cancellation as Minimum cash condition is not satisfied | shares | 310,000 |
Minimum | |
SUBSEQUENT EVENTS | |
Cash available at closing | $ 21,900,000 |
Value of shares surrendered for cancellation as Minimum cash condition is not satisfied | 21,900,000 |
Maximum | |
SUBSEQUENT EVENTS | |
Value of shares surrendered for cancellation as Minimum cash condition is not satisfied | $ 25,000,000 |