Document And Entity Information
Document And Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Apr. 14, 2023 | Jun. 30, 2022 | |
Document Information Line Items | |||
Entity Registrant Name | Clover Leaf Capital Corp. | ||
Trading Symbol | CLOE | ||
Document Type | 10-K | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Public Float | $ 140,110,360 | ||
Amendment Flag | false | ||
Entity Central Index Key | 0001849058 | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Well-known Seasoned Issuer | No | ||
Document Period End Date | Dec. 31, 2022 | ||
Document Fiscal Year Focus | 2022 | ||
Document Fiscal Period Focus | FY | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Entity Shell Company | true | ||
Entity Ex Transition Period | false | ||
ICFR Auditor Attestation Flag | false | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Entity File Number | 001-40625 | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 86-2303279 | ||
Entity Address, Address Line One | c/o Yntegra Capital Investments | ||
Entity Address, Address Line Two | LLC 1450 Brickell Avenue | ||
Entity Address, Address Line Three | Suite 2520 | ||
Entity Address, City or Town | Miami | ||
Entity Address, State or Province | FL | ||
Entity Address, Postal Zip Code | 33131 | ||
City Area Code | (305) | ||
Local Phone Number | 577-0031 | ||
Title of 12(b) Security | Class A common stock, par value $0.0001 per share | ||
Security Exchange Name | NASDAQ | ||
Entity Interactive Data Current | Yes | ||
Auditor Firm ID | 688 | ||
Auditor Name | Marcum llp | ||
Auditor Location | New York, NY | ||
Class A Common Stock | |||
Document Information Line Items | |||
Entity Common Stock, Shares Outstanding | 2,441,063 | ||
Class B Common Stock | |||
Document Information Line Items | |||
Entity Common Stock, Shares Outstanding | 3,457,807 |
Balance Sheets
Balance Sheets - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash | $ 303,449 | $ 680,302 |
Prepaid expenses – current portion | 104,876 | 183,663 |
Total current assets | 408,325 | 863,965 |
Prepaid expenses – long term portion | 97,945 | |
Investments held in Trust Account | 18,276,649 | 140,404,628 |
Total Assets | 18,684,974 | 141,366,538 |
Liabilities, Redeemable Common Stock and Stockholders’ Deficit | ||
Accrued costs and expenses | 367,408 | 442,564 |
Income taxes payable | 137,633 | |
Deferred income tax | 18,790 | |
Promissory note to Related Party | 2,767,015 | |
Due to related party | 2,903 | |
Total current liabilities | 3,290,846 | 445,467 |
Deferred underwriting commissions | 4,840,931 | 4,840,931 |
Total Liabilities | 8,131,777 | 5,286,398 |
Commitments and Contingencies (see Note 7) | ||
Redeemable Common Stock: | ||
Class A common stock subject to possible redemption, 1,627,158 and 13,831,230 Class A common stock shares at redemption value of $11.24 and $10.15 per share at December 31, 2022 and 2021, respectively. | 18,283,387 | 140,386,985 |
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; 813,905 shares issued and outstanding (excluding 1,627,158 and 13,831,230 shares subject to possible redemption share at December 31, 2022 and 2021, respectively.) | 81 | 81 |
Class B common stock, $0.0001 par value; 10,000,000 shares authorized; 3,457,807 shares issued and outstanding | 346 | 346 |
Accumulated deficit | (7,730,617) | (4,307,272) |
Total Stockholders’ Deficit | (7,730,190) | (4,306,845) |
Total Liabilities, Redeemable Common Stock and Stockholders’ Deficit | $ 18,684,974 | $ 141,366,538 |
Balance Sheets (Parentheticals)
Balance Sheets (Parentheticals) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
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 | ||
Preferred stock, shares outstanding | ||
Class A Common Stock | ||
Common stock redemption shares (in Dollars) | $ 1,627,158 | $ 13,831,230 |
Common stock redemption per share (in Dollars per share) | $ 11.24 | $ 10.15 |
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 813,905 | 813,905 |
Common stock, shares outstanding | 813,905 | 813,905 |
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 | 3,457,807 | 3,457,807 |
Common stock, shares outstanding | 3,457,807 | 3,457,807 |
Statements of Operations
Statements of Operations - USD ($) | 10 Months Ended | 12 Months Ended |
Dec. 31, 2021 | Dec. 31, 2022 | |
Formation and operating costs | $ 851,777 | $ 1,291,228 |
Loss from operations | (851,777) | (1,291,228) |
Other income: | ||
Recovery of previously incurred costs | 341,684 | |
Interest earned on investments held in Trust Account | 17,690 | 1,195,135 |
Interest earned on cash held in bank | 69 | |
Total other income | 17,690 | 1,536,888 |
Income (Loss) before provision for income taxes | (834,087) | 245,660 |
Provision for income taxes | (185,423) | |
Net income (loss) | $ (834,087) | $ 60,237 |
Basic and diluted net loss per share (in Dollars per share) | $ (0.08) | $ 0 |
Class A Common Stock | ||
Other income: | ||
Basic and diluted weighted average outstanding (in Shares) | 7,700,506 | 12,204,321 |
Basic and diluted net loss per share (in Dollars per share) | $ (0.08) | $ 0 |
Class B Common Stock | ||
Other income: | ||
Basic and diluted weighted average outstanding (in Shares) | 3,189,105 | 3,457,807 |
Basic and diluted net loss per share (in Dollars per share) | $ (0.08) | $ 0 |
Statements of Operations (Paren
Statements of Operations (Parentheticals) - $ / shares | 10 Months Ended | 12 Months Ended |
Dec. 31, 2021 | Dec. 31, 2022 | |
Class A Common Stock | ||
Weighted average common stock outstanding, diluted | 7,700,506 | 12,204,321 |
Net loss per share common stock, diluted | $ (0.08) | $ 0 |
Class B Common Stock | ||
Weighted average common stock outstanding, diluted | 3,189,105 | 3,457,807 |
Net loss per share common stock, diluted | $ (0.08) | $ 0 |
Statement of Changes in Stockho
Statement of Changes in Stockholders’ Deficit - USD ($) | Class A Common Stock | Class B Common Stock | Additional Paid-in Capital | Accumulated Deficit | Total |
Balance at Feb. 24, 2021 | |||||
Balance (in Shares) at Feb. 24, 2021 | |||||
Class B common stock issued to initial stockholder | $ 359 | 24,641 | 25,000 | ||
Class B common stock issued to initial stockholder (in Shares) | 3,593,750 | ||||
Sales of 103,734 private placement units through the exercise of the over-allotment | $ 10 | 1,037,332 | 1,037,342 | ||
Sales of 103,734 private placement units through the exercise of the over-allotment (in Shares) | 103,734 | ||||
Sale of 571,859 private placement units | $ 57 | 5,718,531 | 5,718,588 | ||
Sale of 571,859 private placement units (in Shares) | 571,859 | ||||
Representative shares | $ 14 | 1,383,109 | 1,383,123 | ||
Representative shares (in Shares) | 138,312 | ||||
Forfeiture of shares due to over-allotment not exercised in full | $ (13) | 13 | |||
Forfeiture of shares due to over-allotment not exercised in full (in Shares) | (135,943) | ||||
Proceeds allocated to equity rights | 760,718 | 760,718 | |||
Issuance costs allocated to equity rights | (52,593) | (52,593) | |||
Class A share remeasurement to redemption value, net of allocation of rights proceeds and offering costs | (8,871,751) | (3,473,185) | (12,344,936) | ||
Net income (loss) | (834,087) | (834,087) | |||
Balance at Dec. 31, 2021 | $ 81 | $ 346 | (4,307,272) | (4,306,845) | |
Balance (in Shares) at Dec. 31, 2021 | 813,905 | 3,457,807 | |||
Remeasurement of Class A ordinary shares to redemption amount | (3,483,582) | (3,483,582) | |||
Net income (loss) | 60,237 | 60,237 | |||
Balance at Dec. 31, 2022 | $ 81 | $ 346 | $ (7,730,617) | $ (7,730,190) | |
Balance (in Shares) at Dec. 31, 2022 | 813,905 | 3,457,807 |
Statement of Changes in Stock_2
Statement of Changes in Stockholders’ Deficit (Parentheticals) | 10 Months Ended |
Dec. 31, 2021 shares | |
Statement of Stockholders' Equity [Abstract] | |
Sales of private placement | 103,734 |
Sale of private placement units | 571,859 |
Statements of Cash Flows
Statements of Cash Flows - USD ($) | 10 Months Ended | 12 Months Ended |
Dec. 31, 2021 | Dec. 31, 2022 | |
Cash flows from operating activities: | ||
Net loss | $ (834,087) | $ 60,237 |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||
Formation cost paid by Sponsor | 6,725 | |
Interest earned on investments in Trust Account | (17,643) | (1,195,135) |
Amortization of prepaid expenses | 102,892 | 46,557 |
Changes in operating assets and liabilities: | ||
Accrued costs and expenses | 442,564 | (75,156) |
Prepaid expenses | (384,500) | 130,175 |
Due to related party | 2,903 | (2,903) |
Income taxes payable | 137,633 | |
Deferred income tax | 18,790 | |
Net cash used in operating activities | (681,146) | (879,802) |
Cash Flows from Investing Activities: | ||
Investment of cash in Trust Account | (140,386,985) | (2,767,015) |
Disposal of trust assets for redemptions | 125,587,180 | |
Withdrawal of trust funds to pay taxes | 502,949 | |
Net cash provided by (used in) Investing Activities | (140,386,985) | 123,323,114 |
Cash Flows from Financing Activities: | ||
Proceeds from Initial Public Offering | 135,546,054 | |
Proceeds from Private placement | 6,755,930 | |
Proceeds from sale of founder shares to initial stockholders | 25,000 | |
Proceeds from issuance of promissory note to related party | 130,000 | 2,767,015 |
Payment of promissory note to related party | (174,225) | |
Payment of deferred offering costs | (534,326) | |
Payment for redemptions of shares subject to possible redemption | (125,587,180) | |
Net cash (used in) provided by financing activities | 141,748,433 | (122,820,165) |
Net change in cash | 680,302 | (376,853) |
Cash – beginning of the period | 680,302 | |
Cash, end of the period | 680,302 | 303,449 |
Supplemental disclosure of cash flow information: | ||
Remeasurement of Class A ordinary shares to redemption amount | 3,483,582 | |
Initial value of Class A common stock subject to possible redemption | 140,386,985 | |
Deferred underwriters commission | 4,840,931 | |
Deferred offering costs paid by promissory note – related party | 37,500 | |
Forfeiture of shares due to over-allotment not exercised in full | 13 | |
Fair value of representative shares issued | $ 1,383,124 |
Organization, Business Operatio
Organization, Business Operation and Going Concern | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Organization, Business Operation and Going Concern | Note 1 — Organization, Business Operation and Going Concern Clover Leaf Capital Corp. (the “Company”) a blank check company incorporated in the State of Delaware for the purpose of effecting a merger, stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company may pursue the initial Business Combination target in any industry or geographic location, the Company intends to focus its search for a target business engaged in the cannabis industry. As of December 31, 2022, the Company had not commenced any operations. All activity for the period from February 25, 2021 (inception) through December 31, 2022 relates to the Company’s formation and the initial public offering (the “IPO”) and search for the business combination target as described below. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from the IPO and placed in the Trust Account. The Company’s sponsor is Yntegra Capital Investments, LLC, a Delaware limited liability company (the “Sponsor”). The registration statement for the Company’s IPO was declared effective on July 19, 2021 (the “Effective Date”). On July 22, 2021, the Company consummated its IPO of 13,831,230 Units (the “Units” and, with respect to the Class A common stock included in the Units being offered, the “public shares”) at $10.00 per Unit, which is discussed in Note 3 (the “Initial Public Offering”), and the sale of 675,593 Units which is discussed in Note 4 (the “Private Placement”), at a price of $10.00 per Unit, in a private placement to the Sponsor and Maxim Group LLC (“Maxim”), the representative of the underwriters, that closed simultaneously with the IPO. On July 22, 2021 the underwriters partially exercised their over-allotment option and purchased 1,331,230 of their full 1,875,000 units available and subsequently forfeited the remainder of their option as of July 28, 2021. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the IPO and sale of the Private Placement Units, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. Transaction costs amounted to $9,562,126 consisting of $2,766,246 of underwriting commissions, $4,840,931 of deferred underwriting commissions, $1,383,123 of fair value of the representative shares and $571,826 of other cash offering costs. The Company’s Business Combination must be with one or more target businesses that together have a fair market value equal to at least 80% of the net balance in the Trust Account (as defined below) (excluding the amount of deferred underwriting discounts held and taxes payable on the income earned on the Trust Account) at the time of the signing an agreement to enter into a Business Combination. However, 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. Following the closing of the IPO on July 22, 2021, $140,386,985 ($10.15 per Unit) from the net proceeds sold in the IPO, including the proceeds of the sale of the Private Placement Units, will be held in a Trust Account (“Trust Account”) and will be invested only in U.S. government securities with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations. Except with respect to interest earned on the funds held in the trust account that may be released to pay the Company’s franchise and income taxes, if any, the funds held in the trust account will not be released from the trust account until the earliest to occur of: (1) the completion of an initial Business Combination; (2) the redemption of any public shares properly submitted in connection with a stockholder vote to amend the Company’s amended and restated certificate of incorporation (A) to modify the substance or timing of the Company’s obligation to redeem 100% of the public shares if the Company does not complete an initial Business Combination within 12 months from the closing of the IPO (or up to 21 months if the Company extends the period of time to consummate an initial Business Combination) or (B) with respect to any other provision relating to stockholders’ rights or pre-initial Business Combination activity; and (3) the redemption of the public shares if the Company has not completed an initial Business Combination within 12 months from the closing of the IPO (or up to 21 months if the Company extends the period of time to consummate an initial Business Combination), subject to applicable law. The Company will provide its public stockholders with the opportunity to redeem all or a portion of their public shares upon the completion of the initial Business Combination either (1) in connection with a stockholder meeting called to approve the Business Combination or (2) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a proposed Business Combination or conduct a tender offer will be made by the Company, solely in its discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would require it to seek stockholder approval under applicable law or stock exchange listing requirement. The Company will provide its public stockholders with the opportunity to redeem all or a portion of their public shares upon the completion of the initial Business Combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the consummation of the initial Business Combination, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay franchise and income taxes, divided by the number of then issued and outstanding public shares, subject to the limitations described herein. The shares of common stock subject to redemption will be recorded at a redemption value and classified as temporary equity upon the completion of the IPO, in accordance with Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” The Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 upon such consummation of a Business Combination and, if the Company seeks stockholder approval, a majority of the issued and outstanding shares voted are voted in favor of the Business Combination. The Company will have only until July 22, 2023 to complete the initial Business Combination (the “Combination Period”). Pursuant to the terms of the Company’s amended and restated certificate of incorporation and the trust agreement to be entered into between the Company and Continental Stock Transfer & Trust Company, in order to extend the time available for the Company to consummate its initial Business Combination, the Sponsor or its affiliates or designees, upon five days advance notice prior to the applicable deadline, must deposit into the trust account for each additional three month period, $1,383,123 ($0.10 per share on or prior to the date of the applicable deadline) for each additional three month period. 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 an initial business combination. If the Company completes an initial business combination, it will, at the option of the Sponsor, repay such loaned amounts out of the proceeds of the trust account released to the Company or convert a portion or all of the total loan amount into units at a price of $10.00 per unit. On July 18, 2022, the Company issued a promissory note (the “Note”) in the principal amount of $1,383,123 (the “Extension Payment”) to the Sponsor in connection with the extension of the Combination Period from July 22, 2022 to October 22, 2022. On October 19, 2022, 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 “Extension Amendment”) to extend the date by which the Company must consummate its initial business combination from October 22, 2022 to July 22, 2023, or such earlier date as determined by the Company’s board of directors (the “Extension”). In connection with the Meeting, stockholders holding 12,204,072 shares of the Company’s Class A common stock issued in the Company’s Initial Public Offering exercised their right to redeem such shares for a pro rata portion of the funds in the Company’s Trust Account. As a result, approximately $125,587,180.34 (approximately $10.29 per share) was removed from the Company’s Trust Account to pay such holders. If the Company has not completed the initial Business Combination within the Combination Period, the Company will: (1) cease all operations except for the purpose of winding up; (2) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay franchise and income taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then issued and outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any); and (3) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the board of directors, liquidate and dissolve, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. The Sponsor, officers and directors have entered into a letter agreement with the Company, pursuant to which they have agreed to waive: (1) their redemption rights with respect to any Founder Shares, private placement shares and public shares held by them, as applicable, in connection with the completion of the initial Business Combination; (2) their redemption rights with respect to any Founder Shares and public shares held by them in connection with a stockholder vote to amend the Company’s amended and restated certificate of incorporation (A) to modify the substance or timing of the Company’s obligation to redeem 100% of the public shares if the Company does not complete the initial Business Combination within the Combination Period or (B) with respect to any other provision relating to stockholders’ rights or pre-initial Business Combination activity; and (3) their rights to liquidating distributions from the trust account with respect to any Founder Shares they hold if the Company fails to complete the initial Business Combination within the Combination Period (although they will be entitled to liquidating distributions from the Trust Account with respect to any public shares they hold if the Company fails to complete the initial Business Combination within the prescribed time. The Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party (other than the Company’s independent registered public accounting firm) 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 amount of funds in the Trust Account to below (1) $10.15 per public share or (2) the actual amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.15 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under our indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act of 1933 (the “Securities Act”). The Company has not independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and believe that the Sponsor’s only assets are securities of the Company and, therefore, the Sponsor may not be able to satisfy those obligations. The Company has not asked the Sponsor to reserve for such obligations. Going Concern As of December 31, 2022, and 2021, the Company had $303,449 and $680,302 in cash, respectively, and working capital deficit of $2,882,521 (net of Delaware Franchise and income taxes) and working capital of $418,498, respectively. Prior to the completion of the IPO, the Company’s liquidity needs had been satisfied through a payment from the Sponsor of $25,000 (see Note 5) for the Founder Shares to cover certain offering costs and the loan under an unsecured promissory note from the Sponsor of $300,000 (see Note 5). In addition, in order to finance transaction costs in connection with a Business Combination, the Company’s Sponsor or an affiliate of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to, provide the Company Working Capital Loans, as defined below (see Note 5). As of December 31, 2022 and 2021, there were no amounts outstanding under any Working Capital Loans. Until the consummation of a Business Combination, the Company will be using the funds not held in the Trust Account for identifying and evaluating prospective acquisition candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to acquire, and structuring, negotiating and consummating the Business Combination. The Company will need to raise additional capital through loans or additional investments from its Sponsor, stockholders, officers, directors, or third parties. The Company’s Sponsor, officers and directors may, but are not obligated to, loan the Company funds from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s working capital needs. Accordingly, the Company may not be able to obtain additional financing. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead expenses. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standard Board’s Account Standards Update (“ASU”) 2014-15, “Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern.” The Company has until July 22, 2023 to consummate a Business Combination, unless otherwise extended (see Note 5). It is uncertain that the Company will be able to consummate a Business Combination by this time. If a Business Combination is not consummated by this date, there will be a mandatory liquidation and subsequent dissolution of the Company. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. These financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary, should the Company be unable to continue as a going concern, and also do not include any adjustment that might result from the outcome of the uncertainty about should a Business Combination not occur. Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations, and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Inflation Reduction Act of 2022 On August 16, 2022, the Inflation Reduction Act of 2022 (the “IR Act”) was signed into federal law. The IR Act provides for, among other things, a new U.S. federal 1% excise tax on certain repurchases of stock by publicly traded U.S. domestic corporations and certain U.S. domestic subsidiaries of publicly traded foreign corporations occurring on or after January 1, 2023. The excise tax is imposed on the repurchasing corporation itself, not its shareholders from which shares are repurchased. The amount of the excise tax is generally 1% of the fair market value of the shares repurchased at the time of the repurchase. However, for purposes of calculating the excise tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year. In addition, certain exceptions apply to the excise tax. The U.S. Department of the Treasury (the “Treasury”) has been given authority to provide regulations and other guidance to carry out and prevent the abuse or avoidance of the excise tax. Any redemption or other repurchase that occurs after December 31, 2022, in connection with a Business Combination, a vote by the stockholders of the Company to extend the period of time to complete the Business Combination ("extension vote”) or otherwise, may be subject to the excise tax. Whether and to what extent the Company would be subject to the excise tax in connection with a Business Combination, extension vote or otherwise would depend on a number of factors, including (i) the fair market value of the redemptions and repurchases in connection with the Business Combination, extension or otherwise, (ii) the structure of a Business Combination, (iii) the nature and amount of any “PIPE” or other equity issuances in connection with a Business Combination (or otherwise issued not in connection with a Business Combination but issued within the same taxable year of a Business Combination) and (iv) the content of regulations and other guidance from the Treasury. In addition, because the excise tax would be payable by the Company and not by the redeeming holder, the mechanics of any required payment of the excise tax have not been determined. The foregoing could cause a reduction in the cash available on hand to complete a Business Combination and in the Company’s ability to complete a Business Combination. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2 — Summary of Significant Accounting Policies Basis of Presentation The accompanying financial statements of the Company are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of these financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the 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. As of December 31, 2022 and 2021, the Company had $303,449 and $680,302 in cash, respectively, and no cash equivalents. Investments Held in Trust Account As of December 31, 2022 and 2021, the Company had $18,276,649 and $140,404,628 in investments held in the Trust Account, respectively. The Company classifies its United States Treasury securities as held-to-maturity securities in accordance with FASB ASC Topic 320 “Investments - Debt and Equity Securities.” Held-to-maturity securities are those securities which the Company has the ability and intent to hold until maturity. Held-to-maturity treasury securities are recorded at amortized cost and adjusted for the amortization or accretion of premiums or discounts. A decline in the market value of held-to-maturity securities below cost that is deemed to be other than temporary, results in an impairment that reduces the carrying costs to such securities’ fair value. The impairment is charged to earnings and a new cost basis for the security is established. To determine whether an impairment is other than temporary, the Company considers whether it has the ability and intent to hold the investment until a market price recovery and considers whether evidence indicating the cost of the investment is recoverable outweighs evidence to the contrary. Evidence considered in this assessment includes the reasons for the impairment, the severity and the duration of the impairment, changes in value subsequent to year-end, forecasted performance of the investee, and the general market condition in the geographic area or industry in which the investee operates. Premiums and discounts are amortized or accreted over the life of the related held-to-maturity security as an adjustment to yield using the effective-interest method. Such amortization and accretion are included in the “Interest earned on investment held in Trust Account” line item in the statements of operations. Interest income is recognized when earned. The carrying value, excluding gross unrealized holding loss and fair value of held to maturity securities on December 31, 2022 and 2021, are as follows: Carrying Value as of December 31, 2022 Gross Unrealized Gains Gross Unrealized Losses Fair U.S. Treasury Securities (matures May 25, 2023) 18,276,649 — 217 18,276,866 $ 18,276,649 $ — $ 217 $ 18,276,866 Carrying Value as of December 31, 2021 Gross Unrealized Gains Gross Unrealized Losses Fair U.S. Treasury Securities (matures February 24, 2022) 140,404,628 — (1,142 ) 140,403,486 $ 140,404,628 $ — $ (1,142 ) $ 140,403,486 Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the federal depository insurance coverage of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. Offering Costs Associated with Initial Public Offering The Company complies with the requirements of the ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A—“Expenses of Offering”. Offering costs consist of legal, accounting, underwriting and other costs incurred through the consummation of the Public Offering. Offering costs amounted to $9,562,126 and were charged to permanent and temporary equity, ratably with the redeemable and non-redeemable shares they are allocated to, upon the completion of the IPO. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheets, primarily due to its short-term nature. 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 – Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Valuation adjustments and block discounts are not being applied. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these securities does not entail a significant degree of judgment. ● Level 2 – Valuations based on (i) quoted prices in active markets for similar assets and liabilities, (ii) quoted prices in markets that are not active for identical or similar assets, (iii) inputs other than quoted prices for the assets or liabilities, or (iv) inputs that are derived principally from or corroborated by market through correlation or other means. ● Level 3 – Valuations based on inputs that are unobservable and significant to the overall fair value measurement. Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the balance sheets as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. Class A Common Stock Subject to Possible Redemption All of the 13,831,230 Class A common stock sold as part of the Units in the Initial Public Offering contain a redemption feature which allows for the redemption of such public shares in connection with the Company’s liquidation, if there is a stockholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s amended and restated certificate of incorporation. In accordance with SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, redemption provisions not solely within the control of the Company require common stock subject to redemption to be classified outside of permanent equity. Given that the Class A common stock was issued with other freestanding instruments (i.e., equity rights), the initial carrying value of Class A common stock classified as temporary equity is the allocated proceeds based on the guidance in FASB ASC Topic 470-20, “Debt – Debt with Conversion and Other Options.” If it is probable that the equity instrument will become redeemable, the Company has the option to either 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 to 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. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount, which approximates fair value. The change in the carrying value of Class A common stock subject to possible redemption resulted in charges against additional paid-in capital (to the extent available) and accumulated deficit and Class A common stock. As of December 31, 2022 and 2021, the Class A common stock reflected on the balance sheets are reconciled in the following table: Gross Proceeds $ 138,312,300 Proceeds allocated to equity rights (760,718 ) Less: Issuance costs related to Class A common stock subject to possible redemption (9,509,534 ) Plus: Remeasurement of carrying value to redemption value 12,344,937 Contingently redeemable Class A common stock subject to possible redemption (December 31, 2021) 140,386,985 Less: Redemptions of Class A common stock (125,587,180 ) Plus: Remeasurement of carrying value to redemption value 3,483,582 Contingently redeemable Class A common stock subject to possible redemption (December 31, 2022) $ 18,283,387 Net Income (Loss) Per Common Stock The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, Earnings Per Share. Net loss per share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. The Company has two classes of shares, redeemable common stock and non-redeemable common stock. The Company’s redeemable common stock is comprised of Class A shares sold in the IPO. The Company’s non-redeemable shares are comprised of Class B shares purchased by the Sponsor as well as Class A shares sold in the Private Units and Representative Shares. Earnings and losses are shared pro rata between the two classes of shares. The Company’s statements of operations applies the two-class method in calculating net income (loss) per share. Basic and diluted net income (loss) per common share for redeemable common stock and non-redeemable common stock is calculated by dividing net income (loss), allocated proportionally to each class of common stock, attributable to the Company by the weighted average number of shares of redeemable and non-redeemable stock outstanding. The calculation of diluted income (loss) per share of common stock does not consider the effect of the rights issued in connection with the IPO since exercise of the rights is contingent upon the occurrence of future events and the inclusion of such rights would be anti-dilutive. Accretion of the carrying value of Class A common stock to redemption value is excluded from net income (loss) per redeemable share because the redemption value approximates fair value. As a result, diluted income (loss) per share is the same as basic income (loss) per share for the periods presented. The basic and diluted loss per common stock is calculated as follows: For the For the Period From December 31, December 31, Common stock subject to possible redemption Numerator: Net income (loss) allocable to Class A common stock subject to possible redemption $ 46,938 $ (589,818 ) Denominator: Weighted Average Class A common stock, basic and diluted 12,204,321 7,700,506 Basic and Diluted net income (loss) per share, Class A common stock $ 0.00 $ (0.08 ) Non-redeemable common stock Numerator: Net income (loss) allocable to Class B common stock $ 13,299 $ (244,269 ) Denominator: Weighted Average non-redeemable common stock, basic and diluted 3,457,807 3,189,105 Basic and diluted net income (loss) per share, common stock $ 0.00 $ (0.08 ) Income Taxes The Company accounts for income taxes under FASB ASC 740, “Income Taxes” (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position 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. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2022 and 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company has identified the United States as its only “major” tax jurisdiction. The Company is subject to income tax examinations by major taxing authorities since inception. These examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. Recent Accounting Pronouncements In August 2020, the FASB issued ASU No. 2020-06, “Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity” (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current U.S. GAAP. The ASU also removes certain settlement conditions that are required for equity-linked contracts to qualify for the derivative scope exception, and it simplifies the diluted earnings per share calculation in certain areas. ASU 2020-06 is effective January 1, 2024 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company is reviewing what impact, if any, adoption will have on the Company’s financial position, results of operations or cash flows. Management does not believe that any other recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. |
Initial Public Offering
Initial Public Offering | 12 Months Ended |
Dec. 31, 2022 | |
Initial Public Offering [Abstract] | |
Initial Public Offering | Note 3 — Initial Public Offering On July 22, 2021, the Company consummated its IPO of 13,831,230 Units at a purchase price of $10.00 per Unit, generating gross proceeds of $138,312,300. This included 1,331,230 units due to a partial over-allotment exercised by the underwriters. The underwriters forfeited their remaining over-allotment option on July 28, 2021. Each Unit consists of (i) one share of Class A common stock and (ii) one right to receive one-eighth (1/8) of a share of Class A common stock upon the consummation of the initial Business Combination (the “rights” or “public rights”). The Company paid an underwriting fee at the closing of the IPO of $2,766,246. An additional fee of $4,840,931 was deferred and will become payable to the underwriters from the amounts held in the Trust Account solely in the event the Company completes its initial Business Combination. |
Private Placement
Private Placement | 12 Months Ended |
Dec. 31, 2022 | |
Private Placement Abstract | |
Private Placement | Simultaneously with the closing of the IPO and the sale of the Units, the Sponsor purchased an aggregate of 571,859 Private Placement Units at a price of $10.00 per Unit ($5,718,590 in the aggregate) and the representative purchased an aggregate of 103,734 Private Placement Units at a price of $10.00 per Unit ($1,037,340 in the aggregate) in a private placement. Each Private Placement Unit is identical to the Units offered in the IPO except as described below. The Private Placement Units and their component securities will not be transferable, assignable or salable until after the completion of the initial Business Combination except to permitted transferees. There will be no redemption rights or liquidating distributions from the Trust Account with respect to the Founder Shares, private placement shares or private placement rights, which will expire worthless if the Company does not consummate a Business Combination within the Combination Period. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 5 — Related Party Transactions Founder Shares In March 2021, the Sponsor paid $25,000 in consideration for 3,593,750 shares of Class B common stock (the “Founder Shares”). The number of Founder Shares issued was determined based on the expectation that the Founder Shares would represent 20% of the outstanding shares after the IPO (excluding shares included in the private placement units or the shares of Class A common stock issuable to Maxim). Up to 468,750 of the Founder Shares were subject to forfeiture depending on the extent to which the underwriters’ over-allotment is exercised. On July 22, 2021, the underwriters partially exercised their over-allotment option and purchased an additional 1,331,230 of their full 1,875,000 option. The underwriters forfeited the remainder of their over-allotment option as of July 28, 2021, resulting in aggregate Founders Shares outstanding of 3,457,807. On April 8, 2021, the Sponsor transferred a membership interest (the “Interest”) to 3 of the Company’s officers and the 3 Independent Directors of 75,000 Founder Shares. The Interest relates solely to the number of Founder Shares laid out in their respective agreements. The transferred shares shall vest upon the Company consummating an initial Business Combination (the “Vesting Date”). If prior to the Vesting Date, any of the grantees ceases to remain in their role, either voluntarily or for a cause, (a “Separation Event”), 100% of the shares granted will be automatically and immediately transferred back to the Sponsor upon such Separation Event. Since the stock grants to both directors and to the officers contain the performance condition of consummating a Business Combination, the Company has determined the appropriate accounting treatment is to defer recognition of the compensation costs until the consummation of an initial Business Combination in accordance with ASC Topic 718 – “Compensation – Stock Compensation”. The Company’s initial stockholders, including the Interests transferred to the Company’s officers and directors, have agreed not to transfer, assign or sell any of their Founder Shares until the earlier to occur of: (A) six months after the completion of the initial Business Combination; and (B) subsequent to the initial Business Combination (x) if the closing price of the shares of the Class A 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 after the 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 public stockholders having the right to exchange their shares of common stock for cash, securities or other property (except with respect to permitted transferees). Any permitted transferees would be subject to the same restrictions and other agreements of the Company’s initial stockholders with respect to any Founder Shares (the “lock-up”). Promissory Note — Related Party On March 4, 2021, the Sponsor agreed to loan the Company up to $300,000 to be used for a portion of the expenses of the Initial Public Offering, under a promissory note. These loans are non-interest bearing, unsecured and due at the earlier of September 30, 2021, or the closing of the Initial Public Offering. These loans were repaid upon the closing of the Initial Public Offering out of the offering proceeds that has been allocated to the payment of offering expenses. As of December 31, 2022 and 2021, there is no amount outstanding under the promissory note. On July 18, 2022, the Company issued a promissory note (the “July Note”) in the principal amount of $1,383,123 to the Sponsor in connection with the Company’s extension of the date by which the Company has to complete its initial Business Combination from July 22, 2022 to October 22, 2022. The July 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 on or before October 22, 2022 or such liquidation date as may be approved by the Company’s stockholders. At the election of the Sponsor, up to $1,383,123 of the unpaid principal amount of the July 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 July Note being converted divided by (y) the conversion price of ten dollars ($10.00), rounded up to the nearest whole number of units. The conversion feature included in the July Note is closely related to the debt instrument itself and is not bifurcated from the host instrument. On October 19, 2022, in connection with the extension of the period of initial Business Combination from October 22, 2022, to July 22, 2023, the Company issued a further promissory note (the “October Note”) in the principal amount of $1,383,123 to the Sponsor pursuant to which the Sponsor loaned to the Company $1,383,123 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 Extension. The October Note bears no interest and is repayable in full upon the earlier of (a) the date of the consummation of the Company’s initial Business Combination, or (b) the date of the liquidation of the Company. As of December 31, 2022 and 2021, there is $2,767,015 and $0 outstanding under the July Note and October Notes, respectively. Related Party Loans In order to fund working capital deficiencies or finance transaction costs in connection with an intended initial Business Combination, the Sponsor, an affiliate of the Sponsor or certain of the Company’s officers and directors may, but is not obligated to, loan the Company funds as may be required (the “Working Capital Loans”). If the Company completes an initial Business Combination, the Company would repay such loaned amounts out of the proceeds of the Trust Account released to the Company. Otherwise, such loans would be repaid only out of funds held outside the Trust Account. In the event that the initial Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay such loaned amounts but no proceeds from the Trust Account would be used to repay such loaned amounts. Up to $1,500,000 of such loans may be convertible into private placement-equivalent units at a price of $10.00 per unit (which, for example, would result in the holders being issued 150,000 units if $1,500,000 of notes were so converted), at the option of the lender. The units would be identical to the Private Placement Units issued to the Sponsor. As of December 31, 2022 and 2021, no such Working Capital Loans were outstanding. Administrative Support Agreement Commencing on the date of the IPO, the Company has agreed to pay an affiliate of the Sponsor for office space, secretarial and administrative services provided to members of the management team, in the amount of $10,000 per month. The administrative support agreement began on the day the Company first listed on the Nasdaq Capital Market and continue monthly until the completion of the Company’s initial Business Combination or liquidation of the Company. For the year ended December 31, 2022, the Company incurred $120,000 in administrative support fees which is included in formation and operating costs in the accompanying statements of operations. For the period from February 25, 2021 (inception) through December 31, 2021, the Company incurred $54,237 in administrative support fees. As of December 31, 2022 and 2021, there were $0 and $2,903 outstanding, respectively, which is included on the accompanying balance sheets as “due to related party”. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 6 — Commitments and Contingencies Registration Rights The holders of the Founder Shares, Private Placement Units and securities that may be issued upon conversion of Working Capital Loans and extension loans will have registration rights to require the Company to register a sale of any of its securities held by them pursuant to a registration rights agreement. These holders will be entitled to make up to three demands, excluding short form registration demands, that the Company registers such securities for sale under the Securities Act. In addition, these holders will have “piggy-back” registration rights to include their securities in other registration statements filed by the Company. Notwithstanding the foregoing, the underwriters may not exercise their demand and “piggyback” registration rights after five and seven years, respectively, after the effective date of the registration statement of which the IPO forms a part and may not exercise their demand rights on more than one occasion. Underwriting Agreement The Company has granted the underwriters a 30-day option to purchase up to 1,875,000 additional Units to cover any over-allotments, if any, at the IPO price less the underwriting discounts and commissions. On July 22, 2021, the underwriters partially exercised their over-allotment option and purchased an additional 1,331,230 units and forfeited the remainder of their over-allotment option as of July 28, 2021. The Company agreed to pay or reimburse the underwriters for travel, lodging and other “road show” expenses, expenses of the underwriters’ legal counsel and certain diligence and other fees, including the preparation, binding and delivery of bound volumes in form and style reasonably satisfactory to the Representative, transaction Lucite cubes or similar commemorative items in a style as reasonably requested by the Representative, and reimbursement for background checks on the Company’s directors and executive officers, which such fees and expenses are capped at an aggregate of $125,000 (less amounts previously paid). The underwriters will be entitled to a deferred underwriting discount of 3.5% of the gross proceeds of the IPO held in the Trust Account upon the completion of the Company’s initial Business Combination subject to the terms of the underwriting agreement. Representative’s Common Stock The Company agreed to issue to Maxim and/or its designees, 125,000 shares of common stock (or 143,750 shares if the underwriter’s over-allotment option is exercised in full) upon the consummation of the IPO. On July 22, 2021, the underwriters partially exercised their over-allotment option, resulting in an aggregate issuance of 138,312 representative shares. These shares were valued at a price of $10.00 which was the sale price of the units sold in the IPO. Maxim has agreed not to transfer, assign or sell any such shares until the completion of the Company’s initial Business Combination. In addition, Maxim has agreed (i) to waive its redemption rights with respect to such shares in connection with the completion of the Company’s initial Business Combination and (ii) to waive its rights to liquidating distributions from the trust account with respect to such shares if the Company fails to complete an initial Business Combination within 12 months from the closing of the IPO (or up to 21 months from the closing of the IPO if the period of time to consummate a Business Combination is extended, as described herein). The shares have been deemed compensation by FINRA and are therefore subject to a lock-up for a period of 180 days immediately following the date of the effectiveness of the registration statement of the IPO pursuant to Rule 5110(g)(1) of FINRA’s NASD Conduct Rules. Pursuant to FINRA Rule 5110(g)(1), these securities will not be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the securities by any person for a period of 180 days immediately following the effective date of the registration statement of the IPO, nor may they be sold, transferred, assigned, pledged or hypothecated for a period of 180 days immediately following the effective date of the registration statement of the IPO except to any underwriter and selected dealer participating in the offering and their bona fide officers or partners. Right of First Refusal Subject to certain conditions, the Company will grant Maxim, for a period beginning on the closing of the IPO and ending 15 months after the date of the consummation of the Business Combination, a right of first refusal to act as lead left book-running managing underwriter with at least 75% of the economics; or, in the case of a three-handed deal 50% of the economics, for any and all future public and private equity, convertible and debt offerings for the Company or any of its successors or subsidiaries. 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 the IPO. |
Stockholders_ Deficit
Stockholders’ Deficit | 12 Months Ended |
Dec. 31, 2022 | |
Stockholders' Equity Note [Abstract] | |
Stockholders’ Deficit | Note 7 — Stockholders’ Deficit Preferred Stock — Class A common stock — Class B common stock The Company’s initial stockholders have agreed not to transfer, assign or sell any of their Founder Shares until the earlier to occur of: (A) six months after the date of the consummation of the initial Business Combination; and (B) subsequent to the initial Business Combination (x) if the closing price of our shares of Class A 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 after the initial Business Combination or (y) the date on which the Company consummates a liquidation, merger, stock exchange or other similar transaction that results in all of the public stockholders having the right to exchange their shares of Class A common stock for cash, securities or other property (except as described herein). Any permitted transferees would be subject to the same restrictions and other agreements of the Company’s initial stockholders with respect to any Founder Shares. Common stockholders of record are entitled to one vote for each share held on all matters to be voted on by stockholders. Holders of the Class A common stock and holders of the Class B common stock will vote together as a single class on all matters submitted to a vote of our stockholders, except as required by law. The shares of Class B common stock will automatically convert into shares of Class A common stock at the time of the initial Business Combination on a one-for-one basis (subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like), and subject to further adjustment as provided herein. In the case that additional shares of Class A common stock, or equity-linked securities, are issued or deemed issued in excess of the amounts offered in the Initial Public Offering and related to the closing of the initial Business Combination, the ratio at which shares of Class B common stock shall convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the outstanding shares of Class B common stock agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, on an as-converted basis, 20% of the sum of the total number of all shares of common stock outstanding upon completion of the Initial Public Offering (excluding shares included in the private placement units or the shares of Class A common stock issuable to Maxim) plus all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with the initial Business Combination. Rights Each holder of a right will receive one-eighth (1/8) of one Class A common stock upon consummation of the initial Business Combination. In the event the Company will not be the surviving entity upon completion of the initial Business Combination, each holder of a right will be required to affirmatively convert its rights in order to receive the 1/8 share of Class A common stock underlying each right (without paying any additional consideration). If the Company is unable to complete an initial Business Combination within the required time period and the Company redeems the public shares of Class A common stock for the funds held in the trust account, holders of rights will not receive any such funds in exchange for their rights and the rights will expire worthless. Every eight (8) rights that you hold will entitle you to receive one share at the closing of the Business Combination. The Company will not issue fractional shares of Class A common stock upon exchange of the rights. If, upon conversion of the rights, a holder would be entitled to receive a fractional interest in a share, fractional shares will be rounded up to the nearest whole share. If the Company is unable to complete an initial Business Combination within the required time period and it liquidates the funds held in the Trust Account, holders of rights will not receive any such funds with respect to any of their rights, nor will they receive any distribution from the Company’s assets held outside of the trust account with respect to such rights, and all rights will expire worthless. |
Income Tax
Income Tax | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Tax | Note 8 — Income Tax The Company’s net deferred tax assets are as follows: December 31, December 31, Deferred tax asset Federal net operating loss $ — $ 38,176 Organizational costs/Start-up costs 334,531 162,250 Total deferred tax asset 334,531 200,426 Deferred tax liability Unrealized gain/loss (18,790 ) (1,955 ) Valuation allowance (334,531 ) (198,471 ) Deferred tax asset (liability), net of allowance $ (18,790 ) $ — The income tax provision consists of the following: December 31, December 31, Federal Current $ 138,094 $ — Deferred (86,506 ) (175,158 ) State Current 28,539 — Deferred (30,765 ) (23,313 ) Change in valuation allowance 136,060 198,471 Income tax provision $ 185,423 $ — The Company’s federal and state net operating loss carryforwards as of December 31, 2022 and 2021 amounted to $0 and $160,439, respectively, and will be carried forward indefinitely and are available to offset future taxable income in the respective tax jurisdictions. In assessing the realization of the deferred tax assets, management considers whether it is more likely than not that some portion of all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. After consideration of all of the information available, management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance. For the year ended December 31, 2022, the change in the valuation allowance was $136,060. For the period from February 25, 2021 (inception) through December 31, 2021, the change in the valuation allowance was $198,471. Reconciliation of the federal income tax rate to the Company’s effective tax rate at December 31, 2022 and 2021 is as follows: December 31, December 31, 2022 Statutory federal income tax rate 21.00 % 21.00 % State taxes, net of federal tax benefit 4.30 % 2.80 % Prior year true-up (5.23 )% — Change in valuation allowance 55.41 % (23.80 )% Effective tax rate 75.48 — The Company’s effective tax rates for the periods presented differ from the expected (statutory) rates due to the recording of full valuation allowances on deferred tax assets. The Company files income tax returns in the U.S. federal jurisdiction and Florida and is subject to examination by the various taxing authorities, since inception. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2022 | |
Subsequent Events [Abstract] | |
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, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statement. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying financial statements of the Company are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). |
Emerging Growth Company Status | Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. |
Use of Estimates | Use of Estimates The preparation of these financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the 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. As of December 31, 2022 and 2021, the Company had $303,449 and $680,302 in cash, respectively, and no cash equivalents. |
Investments Held in Trust Account | Investments Held in Trust Account As of December 31, 2022 and 2021, the Company had $18,276,649 and $140,404,628 in investments held in the Trust Account, respectively. The Company classifies its United States Treasury securities as held-to-maturity securities in accordance with FASB ASC Topic 320 “Investments - Debt and Equity Securities.” Held-to-maturity securities are those securities which the Company has the ability and intent to hold until maturity. Held-to-maturity treasury securities are recorded at amortized cost and adjusted for the amortization or accretion of premiums or discounts. A decline in the market value of held-to-maturity securities below cost that is deemed to be other than temporary, results in an impairment that reduces the carrying costs to such securities’ fair value. The impairment is charged to earnings and a new cost basis for the security is established. To determine whether an impairment is other than temporary, the Company considers whether it has the ability and intent to hold the investment until a market price recovery and considers whether evidence indicating the cost of the investment is recoverable outweighs evidence to the contrary. Evidence considered in this assessment includes the reasons for the impairment, the severity and the duration of the impairment, changes in value subsequent to year-end, forecasted performance of the investee, and the general market condition in the geographic area or industry in which the investee operates. Premiums and discounts are amortized or accreted over the life of the related held-to-maturity security as an adjustment to yield using the effective-interest method. Such amortization and accretion are included in the “Interest earned on investment held in Trust Account” line item in the statements of operations. Interest income is recognized when earned. The carrying value, excluding gross unrealized holding loss and fair value of held to maturity securities on December 31, 2022 and 2021, are as follows: Carrying Value as of December 31, 2022 Gross Unrealized Gains Gross Unrealized Losses Fair U.S. Treasury Securities (matures May 25, 2023) 18,276,649 — 217 18,276,866 $ 18,276,649 $ — $ 217 $ 18,276,866 Carrying Value as of December 31, 2021 Gross Unrealized Gains Gross Unrealized Losses Fair U.S. Treasury Securities (matures February 24, 2022) 140,404,628 — (1,142 ) 140,403,486 $ 140,404,628 $ — $ (1,142 ) $ 140,403,486 |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the federal depository insurance coverage of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. |
Offering Costs Associated with Initial Public Offering | Offering Costs Associated with Initial Public Offering The Company complies with the requirements of the ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A—“Expenses of Offering”. Offering costs consist of legal, accounting, underwriting and other costs incurred through the consummation of the Public Offering. Offering costs amounted to $9,562,126 and were charged to permanent and temporary equity, ratably with the redeemable and non-redeemable shares they are allocated to, upon the completion of the IPO. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheets, primarily due to its short-term nature. 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 – Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Valuation adjustments and block discounts are not being applied. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these securities does not entail a significant degree of judgment. ● Level 2 – Valuations based on (i) quoted prices in active markets for similar assets and liabilities, (ii) quoted prices in markets that are not active for identical or similar assets, (iii) inputs other than quoted prices for the assets or liabilities, or (iv) inputs that are derived principally from or corroborated by market through correlation or other means. ● Level 3 – Valuations based on inputs that are unobservable and significant to the overall fair value measurement. |
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”. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the balance sheets as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. |
Class A Common Stock Subject to Possible Redemption | Class A Common Stock Subject to Possible Redemption All of the 13,831,230 Class A common stock sold as part of the Units in the Initial Public Offering contain a redemption feature which allows for the redemption of such public shares in connection with the Company’s liquidation, if there is a stockholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s amended and restated certificate of incorporation. In accordance with SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, redemption provisions not solely within the control of the Company require common stock subject to redemption to be classified outside of permanent equity. Given that the Class A common stock was issued with other freestanding instruments (i.e., equity rights), the initial carrying value of Class A common stock classified as temporary equity is the allocated proceeds based on the guidance in FASB ASC Topic 470-20, “Debt – Debt with Conversion and Other Options.” If it is probable that the equity instrument will become redeemable, the Company has the option to either 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 to 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. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount, which approximates fair value. The change in the carrying value of Class A common stock subject to possible redemption resulted in charges against additional paid-in capital (to the extent available) and accumulated deficit and Class A common stock. As of December 31, 2022 and 2021, the Class A common stock reflected on the balance sheets are reconciled in the following table: Gross Proceeds $ 138,312,300 Proceeds allocated to equity rights (760,718 ) Less: Issuance costs related to Class A common stock subject to possible redemption (9,509,534 ) Plus: Remeasurement of carrying value to redemption value 12,344,937 Contingently redeemable Class A common stock subject to possible redemption (December 31, 2021) 140,386,985 Less: Redemptions of Class A common stock (125,587,180 ) Plus: Remeasurement of carrying value to redemption value 3,483,582 Contingently redeemable Class A common stock subject to possible redemption (December 31, 2022) $ 18,283,387 |
Net Income (Loss) Per Common Stock | Net Income (Loss) Per Common Stock The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, Earnings Per Share. Net loss per share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. The Company has two classes of shares, redeemable common stock and non-redeemable common stock. The Company’s redeemable common stock is comprised of Class A shares sold in the IPO. The Company’s non-redeemable shares are comprised of Class B shares purchased by the Sponsor as well as Class A shares sold in the Private Units and Representative Shares. Earnings and losses are shared pro rata between the two classes of shares. The Company’s statements of operations applies the two-class method in calculating net income (loss) per share. Basic and diluted net income (loss) per common share for redeemable common stock and non-redeemable common stock is calculated by dividing net income (loss), allocated proportionally to each class of common stock, attributable to the Company by the weighted average number of shares of redeemable and non-redeemable stock outstanding. The calculation of diluted income (loss) per share of common stock does not consider the effect of the rights issued in connection with the IPO since exercise of the rights is contingent upon the occurrence of future events and the inclusion of such rights would be anti-dilutive. Accretion of the carrying value of Class A common stock to redemption value is excluded from net income (loss) per redeemable share because the redemption value approximates fair value. As a result, diluted income (loss) per share is the same as basic income (loss) per share for the periods presented. The basic and diluted loss per common stock is calculated as follows: For the For the Period From December 31, December 31, Common stock subject to possible redemption Numerator: Net income (loss) allocable to Class A common stock subject to possible redemption $ 46,938 $ (589,818 ) Denominator: Weighted Average Class A common stock, basic and diluted 12,204,321 7,700,506 Basic and Diluted net income (loss) per share, Class A common stock $ 0.00 $ (0.08 ) Non-redeemable common stock Numerator: Net income (loss) allocable to Class B common stock $ 13,299 $ (244,269 ) Denominator: Weighted Average non-redeemable common stock, basic and diluted 3,457,807 3,189,105 Basic and diluted net income (loss) per share, common stock $ 0.00 $ (0.08 ) |
Income Taxes | Income Taxes The Company accounts for income taxes under FASB ASC 740, “Income Taxes” (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position 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. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2022 and 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company has identified the United States as its only “major” tax jurisdiction. The Company is subject to income tax examinations by major taxing authorities since inception. These examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In August 2020, the FASB issued ASU No. 2020-06, “Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity” (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current U.S. GAAP. The ASU also removes certain settlement conditions that are required for equity-linked contracts to qualify for the derivative scope exception, and it simplifies the diluted earnings per share calculation in certain areas. ASU 2020-06 is effective January 1, 2024 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company is reviewing what impact, if any, adoption will have on the Company’s financial position, results of operations or cash flows. Management does not believe that any other recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Schedule of fair value of held to maturity securities | Carrying Value as of December 31, 2022 Gross Unrealized Gains Gross Unrealized Losses Fair U.S. Treasury Securities (matures May 25, 2023) 18,276,649 — 217 18,276,866 $ 18,276,649 $ — $ 217 $ 18,276,866 Carrying Value as of December 31, 2021 Gross Unrealized Gains Gross Unrealized Losses Fair U.S. Treasury Securities (matures February 24, 2022) 140,404,628 — (1,142 ) 140,403,486 $ 140,404,628 $ — $ (1,142 ) $ 140,403,486 |
Schedule of Class A common stock reflected on the balance sheet are reconciled | Gross Proceeds $ 138,312,300 Proceeds allocated to equity rights (760,718 ) Less: Issuance costs related to Class A common stock subject to possible redemption (9,509,534 ) Plus: Remeasurement of carrying value to redemption value 12,344,937 Contingently redeemable Class A common stock subject to possible redemption (December 31, 2021) 140,386,985 Less: Redemptions of Class A common stock (125,587,180 ) Plus: Remeasurement of carrying value to redemption value 3,483,582 Contingently redeemable Class A common stock subject to possible redemption (December 31, 2022) $ 18,283,387 |
Schedule of basic and diluted loss per common share | For the For the Period From December 31, December 31, Common stock subject to possible redemption Numerator: Net income (loss) allocable to Class A common stock subject to possible redemption $ 46,938 $ (589,818 ) Denominator: Weighted Average Class A common stock, basic and diluted 12,204,321 7,700,506 Basic and Diluted net income (loss) per share, Class A common stock $ 0.00 $ (0.08 ) Non-redeemable common stock Numerator: Net income (loss) allocable to Class B common stock $ 13,299 $ (244,269 ) Denominator: Weighted Average non-redeemable common stock, basic and diluted 3,457,807 3,189,105 Basic and diluted net income (loss) per share, common stock $ 0.00 $ (0.08 ) |
Income Tax (Tables)
Income Tax (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Schedule of company’s net deferred tax assets | December 31, December 31, Deferred tax asset Federal net operating loss $ — $ 38,176 Organizational costs/Start-up costs 334,531 162,250 Total deferred tax asset 334,531 200,426 Deferred tax liability Unrealized gain/loss (18,790 ) (1,955 ) Valuation allowance (334,531 ) (198,471 ) Deferred tax asset (liability), net of allowance $ (18,790 ) $ — |
Schedule of income tax provision | December 31, December 31, Federal Current $ 138,094 $ — Deferred (86,506 ) (175,158 ) State Current 28,539 — Deferred (30,765 ) (23,313 ) Change in valuation allowance 136,060 198,471 Income tax provision $ 185,423 $ — |
Schedule of reconciliation of the federal income tax rate | December 31, December 31, 2022 Statutory federal income tax rate 21.00 % 21.00 % State taxes, net of federal tax benefit 4.30 % 2.80 % Prior year true-up (5.23 )% — Change in valuation allowance 55.41 % (23.80 )% Effective tax rate 75.48 — |
Organization, Business Operat_2
Organization, Business Operation and Going Concern (Details) - USD ($) | 1 Months Ended | 12 Months Ended | |||||
Oct. 19, 2022 | Aug. 16, 2022 | Jul. 22, 2021 | Dec. 31, 2022 | Jul. 18, 2022 | Dec. 31, 2021 | Jul. 28, 2021 | |
Organization, Business Operation and Going Concern (Details) [Line Items] | |||||||
Subsequently forfeited (in Shares) | 1,875,000 | ||||||
Transaction costs | $ 9,562,126 | ||||||
Consisting of underwriting commissions | 2,766,246 | ||||||
Deferred underwriting commissions | 4,840,931 | ||||||
Fair value of the representative shares | 1,383,123 | ||||||
Other cash offering costs | $ 571,826 | ||||||
Percentage of outstanding voting rights | 50% | ||||||
Price per unit (in Dollars per share) | $ 10.29 | ||||||
Redeemed percentage of public shares | 100% | ||||||
Net tangible assets | $ 5,000,001 | ||||||
Principal amount | $ 1,383,123 | 300,000 | $ 1,383,123 | ||||
Approximately amount | $ 125,587,180.34 | ||||||
Interest to pay dissolution expenses | $ 100,000 | ||||||
Transaction agreement description | The Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party (other than the Company’s independent registered public accounting firm) 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 amount of funds in the Trust Account to below (1) $10.15 per public share or (2) the actual amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.15 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under our indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act of 1933 (the “Securities Act”). | ||||||
Cash amount | $ 303,449 | $ 680,302 | |||||
Working capital deficit | 2,882,521 | ||||||
Working capital | 418,498 | ||||||
Sponsor payment | $ 25,000 | ||||||
tax percentage | 1% | 1% | |||||
Public Shares [Member] | |||||||
Organization, Business Operation and Going Concern (Details) [Line Items] | |||||||
Consummated of IPO units (in Shares) | 13,831,230 | ||||||
Sale of price per unit (in Dollars per share) | $ 10 | ||||||
Redeemed percentage of public shares | 100% | ||||||
Private Placement [Member] | |||||||
Organization, Business Operation and Going Concern (Details) [Line Items] | |||||||
Sale of price per unit (in Dollars per share) | $ 10 | ||||||
Sale of units (in Shares) | 675,593 | ||||||
Over-Allotment Option [Member] | |||||||
Organization, Business Operation and Going Concern (Details) [Line Items] | |||||||
Stock options to purchased shares (in Shares) | 1,331,230 | ||||||
IPO [Member] | |||||||
Organization, Business Operation and Going Concern (Details) [Line Items] | |||||||
Sale of price per unit (in Dollars per share) | $ 10 | ||||||
Net proceeds | $ 140,386,985 | ||||||
Price per unit (in Dollars per share) | $ 10.15 | ||||||
Shares issued (in Shares) | 12,204,072 | ||||||
Business Combination [Member] | |||||||
Organization, Business Operation and Going Concern (Details) [Line Items] | |||||||
Percentage of fair market value | 80% | ||||||
Business combination reason description | The Company will have only until July 22, 2023 to complete the initial Business Combination (the “Combination Period”). Pursuant to the terms of the Company’s amended and restated certificate of incorporation and the trust agreement to be entered into between the Company and Continental Stock Transfer & Trust Company, in order to extend the time available for the Company to consummate its initial Business Combination, the Sponsor or its affiliates or designees, upon five days advance notice prior to the applicable deadline, must deposit into the trust account for each additional three month period, $1,383,123 ($0.10 per share on or prior to the date of the applicable deadline) for each additional three month period. 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 an initial business combination. If the Company completes an initial business combination, it will, at the option of the Sponsor, repay such loaned amounts out of the proceeds of the trust account released to the Company or convert a portion or all of the total loan amount into units at a price of $10.00 per unit. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Summary of Significant Accounting Policies (Details) [Line Items] | ||
Cash and no cash equivalents | $ 303,449 | $ 680,302 |
Investments held in the trust account | 18,276,649 | $ 140,404,628 |
Federal depository insurance coverage | 250,000 | |
Offering costs | $ 9,562,126 | |
Class A Common Stock [Member] | ||
Summary of Significant Accounting Policies (Details) [Line Items] | ||
Common stock sale of units (in Shares) | 13,831,230 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - Schedule of fair value of held to maturity securities - USD ($) | 10 Months Ended | 12 Months Ended |
Dec. 31, 2021 | Dec. 31, 2022 | |
Marketable Securities [Line Items] | ||
Carrying Value as of December 31, 2022 | $ 140,404,628 | $ 18,276,649 |
Gross Unrealized Gains | ||
Gross Unrealized Losses | (1,142) | 217 |
Fair Value as of December 31, 2022 | 140,403,486 | 18,276,866 |
US Treasury Securities [Member] | ||
Marketable Securities [Line Items] | ||
Carrying Value as of December 31, 2022 | 140,404,628 | 18,276,649 |
Gross Unrealized Gains | ||
Gross Unrealized Losses | (1,142) | 217 |
Fair Value as of December 31, 2022 | $ 140,403,486 | $ 18,276,866 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Details) - Schedule of Class A common stock reflected on the balance sheet are reconciled - USD ($) | 10 Months Ended | 12 Months Ended |
Dec. 31, 2021 | Dec. 31, 2022 | |
Schedule Of Class ACommon Stock Reflected On The Balance Sheet Are Reconciled Abstract | ||
Gross Proceeds | $ 138,312,300 | |
Proceeds allocated to equity rights | (760,718) | |
Less: | ||
Issuance costs related to Class A common stock subject to possible redemption | (9,509,534) | |
Plus: | ||
Remeasurement of carrying value to redemption value | 12,344,937 | $ 3,483,582 |
Contingently redeemable Class A common stock subject to possible redemption | $ 140,386,985 | 18,283,387 |
Less: | ||
Redemptions of Class A common stock | $ (125,587,180) |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies (Details) - Schedule of basic and diluted loss per common share - USD ($) | 10 Months Ended | 12 Months Ended |
Dec. 31, 2021 | Dec. 31, 2022 | |
Numerator: | ||
Net income (loss) allocable to Class A common stock subject to possible redemption | $ (589,818) | $ 46,938 |
Denominator: | ||
Basic net income (loss) per share, common stock | $ (0.08) | $ 0 |
Numerator: | ||
Net income (loss) allocable to Class B common stock | $ (244,269) | $ 13,299 |
Class A Common Stock [Member] | ||
Denominator: | ||
Weighted Average common stock, basic | 7,700,506 | 12,204,321 |
Basic net income (loss) per share, common stock | $ (0.08) | $ 0 |
Nonredeemable Common Stock [Member] | ||
Denominator: | ||
Weighted Average common stock, basic | 3,189,105 | 3,457,807 |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies (Details) - Schedule of basic and diluted loss per common share (Parentheticals) - $ / shares | 10 Months Ended | 12 Months Ended |
Dec. 31, 2021 | Dec. 31, 2022 | |
Summary of Significant Accounting Policies (Details) - Schedule of basic and diluted loss per common share (Parentheticals) [Line Items] | ||
Diluted net income (loss) per share, common stock | $ (0.08) | $ 0 |
Class A Common Stock [Member] | ||
Summary of Significant Accounting Policies (Details) - Schedule of basic and diluted loss per common share (Parentheticals) [Line Items] | ||
Weighted Average common stock, diluted | 7,700,506 | 12,204,321 |
Diluted net income (loss) per share, common stock | $ (0.08) | $ 0 |
Nonredeemable Common Stock [Member] | ||
Summary of Significant Accounting Policies (Details) - Schedule of basic and diluted loss per common share (Parentheticals) [Line Items] | ||
Weighted Average common stock, diluted | 3,189,105 | 3,457,807 |
Initial Public Offering (Detail
Initial Public Offering (Details) - USD ($) | 1 Months Ended | 12 Months Ended |
Jul. 22, 2021 | Dec. 31, 2022 | |
Initial Public Offering (Details) [Line Items] | ||
Common stock consummation description | Each Unit consists of (i) one share of Class A common stock and (ii) one right to receive one-eighth (1/8) of a share of Class A common stock upon the consummation of the initial Business Combination (the “rights” or “public rights”). | |
Additional fee | $ 4,840,931 | |
IPO [Member] | ||
Initial Public Offering (Details) [Line Items] | ||
Number of shares (in Shares) | 13,831,230 | |
Purchase price | $ 10 | |
Generating gross proceeds | 138,312,300 | |
Underwriting fee | $ 2,766,246 | |
Over-Allotment Option [Member] | ||
Initial Public Offering (Details) [Line Items] | ||
Over-allotment exercised underwriters units | $ 1,331,230 |
Private Placement (Details)
Private Placement (Details) | 12 Months Ended |
Dec. 31, 2022 USD ($) $ / shares shares | |
Private Placement (Details) [Line Items] | |
Purchase price | $ | $ 5,718,590 |
IPO [Member] | |
Private Placement (Details) [Line Items] | |
Sale of units | shares | 103,734 |
Sale of price per unit | $ / shares | $ 10 |
Purchase price | $ | $ 1,037,340 |
Sponsor [Member] | |
Private Placement (Details) [Line Items] | |
Sale of units | shares | 571,859 |
Sale of price per unit | $ / shares | $ 10 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | 1 Months Ended | 10 Months Ended | 12 Months Ended | ||||||
Apr. 08, 2021 | Mar. 04, 2021 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2022 | Oct. 19, 2022 | Jul. 18, 2022 | Jul. 28, 2021 | Jul. 22, 2021 | |
Related Party Transactions (Details) [Line Items] | |||||||||
Purchased full option of additional shares (in Shares) | 1,875,000 | ||||||||
Founder shares outstanding (in Shares) | 3,457,807 | ||||||||
Founder Shares (in Shares) | 75,000 | ||||||||
Shares granted percentage | 100% | ||||||||
Loan amount | $ 300,000 | ||||||||
Principal amount | $ 300,000 | $ 1,383,123 | $ 1,383,123 | ||||||
Unpaid principal amount | $ 1,383,123 | ||||||||
Conversion price per share (in Dollars per share) | $ 10 | ||||||||
Deposit to trust account | $ 1,383,123 | ||||||||
Outstanding amount | $ 0 | $ 2,767,015 | |||||||
Convertibility loan description | Up to $1,500,000 of such loans may be convertible into private placement-equivalent units at a price of $10.00 per unit (which, for example, would result in the holders being issued 150,000 units if $1,500,000 of notes were so converted), at the option of the lender. | ||||||||
Office space, secretarial and administrative expenses | $ 10,000 | ||||||||
Administrative support fees | 54,237 | 120,000 | |||||||
Outstanding | $ 2,903 | $ 0 | |||||||
Founder Shares [Member] | |||||||||
Related Party Transactions (Details) [Line Items] | |||||||||
Outstanding shares percentage | 20% | ||||||||
Over-Allotment Option [Member] | |||||||||
Related Party Transactions (Details) [Line Items] | |||||||||
Founder shares were subject to forfeiture (in Shares) | 468,750 | ||||||||
Purchased an additional shares (in Shares) | 1,331,230 | ||||||||
Class B Common Stock [Member] | Founder Shares [Member] | |||||||||
Related Party Transactions (Details) [Line Items] | |||||||||
Consideration price | $ 25,000 | ||||||||
Founder shares issued (in Shares) | 3,593,750 | ||||||||
Business Combination [Member] | |||||||||
Related Party Transactions (Details) [Line Items] | |||||||||
Business combination description | The Company’s initial stockholders, including the Interests transferred to the Company’s officers and directors, have agreed not to transfer, assign or sell any of their Founder Shares until the earlier to occur of: (A) six months after the completion of the initial Business Combination; and (B) subsequent to the initial Business Combination (x) if the closing price of the shares of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing after the initial Business Combination or (y) the date on which the Company completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of the public stockholders having the right to exchange their shares of common stock for cash, securities or other property (except with respect to permitted transferees). |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) | 1 Months Ended | 12 Months Ended |
Jul. 22, 2021 | Dec. 31, 2022 | |
Commitments and Contingencies (Details) [Line Items] | ||
Purchase additional units | 1,875,000 | |
Aggregate fee (in Dollars) | $ 125,000 | |
Deferred underwriting discount | 3.50% | |
Shares of common stock | 125,000 | |
Underwriter’s over-allotment option | 143,750 | |
Underwriter least percentage | 75% | |
Public and private equity percentage | 50% | |
Over-Allotment Option [Member] | ||
Commitments and Contingencies (Details) [Line Items] | ||
Purchase additional units | 1,331,230 | |
Aggregate issuance representative shares | 138,312 | |
IPO [Member] | ||
Commitments and Contingencies (Details) [Line Items] | ||
Sale price (in Dollars per share) | $ 10 |
Stockholders_ Deficit (Details)
Stockholders’ Deficit (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Stockholders’ Deficit (Details) [Line Items] | ||
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Business combination description | The Company’s initial stockholders have agreed not to transfer, assign or sell any of their Founder Shares until the earlier to occur of: (A) six months after the date of the consummation of the initial Business Combination; and (B) subsequent to the initial Business Combination (x) if the closing price of our shares of Class A 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 after the initial Business Combination or (y) the date on which the Company consummates a liquidation, merger, stock exchange or other similar transaction that results in all of the public stockholders having the right to exchange their shares of Class A common stock for cash, securities or other property (except as described herein). | |
Common stock outstanding percentage | 20% | |
Class A Common Stock [Member] | ||
Stockholders’ Deficit (Details) [Line Items] | ||
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock vote description | Holders of shares of Class A common stock are entitled to one vote for each share. | |
Common stock, shares issued | 813,905 | 813,905 |
Common stock, shares outstanding | 813,905 | 813,905 |
Common stock subject to possible redemption (in Dollars) | $ 1,627,158 | $ 13,831,230 |
Class B Common Stock [Member] | ||
Stockholders’ Deficit (Details) [Line Items] | ||
Common stock, shares authorized | 10,000,000 | 10,000,000 |
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares issued | 3,457,807 | 3,457,807 |
Common stock, shares outstanding | 3,457,807 | 3,457,807 |
Issued and outstanding percentage | 20% |
Income Tax (Details)
Income Tax (Details) - USD ($) | 10 Months Ended | 12 Months Ended |
Dec. 31, 2021 | Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | ||
Net operating loss carryforwards | $ 160,439 | $ 0 |
Valuation allowance | $ 198,471 | $ 136,060 |
Income Tax (Details) - Schedule
Income Tax (Details) - Schedule of company’s net deferred tax assets - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Deferred tax asset | ||
Federal net operating loss | $ 38,176 | |
Organizational costs/Start-up costs | 334,531 | 162,250 |
Total deferred tax asset | 334,531 | 200,426 |
Deferred tax liability | ||
Unrealized gain/loss | (18,790) | (1,955) |
Valuation allowance | (334,531) | (198,471) |
Deferred tax asset (liability), net of allowance | $ (18,790) |
Income Tax (Details) - Schedu_2
Income Tax (Details) - Schedule of income tax provision - USD ($) | 10 Months Ended | 12 Months Ended |
Dec. 31, 2021 | Dec. 31, 2022 | |
Federal | ||
Current | $ 138,094 | |
Deferred | (175,158) | (86,506) |
State | ||
Current | 28,539 | |
Deferred | (23,313) | (30,765) |
Change in valuation allowance | 198,471 | 136,060 |
Income tax provision | $ 185,423 |
Income Tax (Details) - Schedu_3
Income Tax (Details) - Schedule of reconciliation of the federal income tax rate | 10 Months Ended | 12 Months Ended |
Dec. 31, 2021 | Dec. 31, 2022 | |
Schedule Of Reconciliation Of The Federal Income Tax Rate Abstract | ||
Statutory federal income tax rate | 21% | 21% |
State taxes, net of federal tax benefit | 2.80% | 4.30% |
Prior year true-up | (5.23%) | |
Change in valuation allowance | (23.80%) | 55.41% |
Effective tax rate | 75.48% |