Cover
Cover - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Apr. 03, 2023 | Jun. 30, 2022 | |
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Period End Date | Dec. 31, 2022 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2022 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity File Number | 001-41062 | ||
Entity Registrant Name | MOUNTAIN CREST ACQUISITION CORP. IV | ||
Entity Central Index Key | 0001853774 | ||
Entity Tax Identification Number | 86-2435859 | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Address, Address Line One | 311 West 43rd Street | ||
Entity Address, Address Line Two | 12th Floor | ||
Entity Address, City or Town | New York | ||
Entity Address, State or Province | NY | ||
Entity Address, Postal Zip Code | 10036 | ||
City Area Code | (646) | ||
Local Phone Number | 493-6558 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Elected Not To Use the Extended Transition Period | false | ||
Entity Shell Company | true | ||
Entity Public Float | $ 72,520,625 | ||
Entity Common Stock, Shares Outstanding | 5,124,980 | ||
Documents Incorporated by Reference [Text Block] | None. | ||
ICFR Auditor Attestation Flag | false | ||
Auditor Firm ID | 1195 | ||
Auditor Name | UHY LLP | ||
Auditor Location | New York, New York | ||
Units, each consisting of one share of common stock and one right to acquire 1/10 of one share of Common Stock | |||
Title of 12(b) Security | Units, each consisting of one share of common stock and one right to acquire 1/10 of one share of Common Stock | ||
Trading Symbol | MCAFU | ||
Security Exchange Name | NASDAQ | ||
Rights included as part of the units | |||
Title of 12(b) Security | Rights included as part of the units | ||
Trading Symbol | MCAFR | ||
Security Exchange Name | NASDAQ | ||
Common stock, par value $0.0001 per share | |||
Title of 12(b) Security | Common stock, par value $0.0001 per share | ||
Trading Symbol | MCAF | ||
Security Exchange Name | NASDAQ |
BALANCE SHEETS
BALANCE SHEETS - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Current Assets | ||
Cash | $ 195,100 | $ 370,278 |
Prepaid expenses | 5,833 | 47,341 |
Cash and marketable securities held in the Trust Account | 34,084,917 | 57,501,914 |
TOTAL CURRENT ASSETS | 34,285,850 | 57,919,533 |
Current Liabilities | ||
Accrued expenses | 287,067 | 101,888 |
Income taxes payable | 136,619 | |
Convertible note | 581,000 | |
Convertible note - related party | 100,000 | |
Deferred underwriting fee payable | 2,012,500 | 2,012,500 |
Total Current Liabilities | 3,117,186 | 2,114,388 |
Redeemable Common Stock | ||
Common stock subject to possible redemption, 3,317,480 and 5,750,000 shares at $10.27 and $10.00 per share as of December 31, 2022 and 2021, respectively | 34,066,622 | 57,500,000 |
Stockholders’ Deficit | ||
Common stock, $0.0001 par value; 30,000,000 shares authorized; 1,807,500 shares issued and outstanding as of December 31, 2022 and 2021 (excluding 3,317,480 shares subject to possible redemption) | 181 | 181 |
Additional paid-in capital | ||
Accumulated deficit | (2,898,139) | (1,695,036) |
Total Stockholders’ Deficit | (2,897,958) | (1,694,855) |
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT | $ 34,285,850 | $ 57,919,533 |
BALANCE SHEETS (Parenthetical)
BALANCE SHEETS (Parenthetical) - $ / shares | Dec. 31, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Common stock subject to possible redemption | 3,317,480 | 5,750,000 |
Common stock subject to possible redemption, Per Share | $ 10.27 | $ 10 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 30,000,000 | 30,000,000 |
Common stock, shares issued | 1,807,500 | 1,807,500 |
Common stock, shares outstanding | 1,807,500 | 1,807,500 |
STATEMENTS OF OPERATIONS
STATEMENTS OF OPERATIONS - USD ($) | 10 Months Ended | 12 Months Ended |
Dec. 31, 2021 | Dec. 31, 2022 | |
Income Statement [Abstract] | ||
Operating and formation costs | $ 292,345 | $ 749,746 |
Loss from operations | (292,345) | (749,746) |
Other income | ||
Interest earned on marketable securities held in Trust Account | 1,914 | 774,918 |
Total other income | 1,914 | 774,918 |
Income (Loss) before provision for income taxes | (290,431) | 25,172 |
Provision for income taxes | (136,619) | |
Net loss | $ (290,431) | $ (111,447) |
Weighted average shares outstanding, common stock subject to possible redemption | 3,432,566 | 5,623,376 |
Basic and diluted net income per share, common stock subject to redemption | $ 0.79 | $ 0.03 |
Weighted average shares outstanding, common stock, non-redeemable | 1,581,102 | 1,807,500 |
Basic and diluted net loss per share, common stock, non-redeemable | $ (1.90) | $ (0.16) |
STATEMENTS OF CHANGES IN STOCKH
STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT - USD ($) | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total | |
Balance – December 31, 2021 at Mar. 01, 2021 | |||||
Beginning balance, shares at Mar. 01, 2021 | |||||
Issuance of common stock to Sponsor | [1] | $ 144 | 24,856 | 25,000 | |
Issuance of common stock to Sponsor, shares | 1,437,500 | ||||
Measurement of redeemable shares | 4,887,500 | 4,887,500 | |||
Allocation of offering costs related to redeemable shares | 4,368,049 | 4,368,049 | |||
Offering costs | (4,773,824) | (4,773,824) | |||
Sale of 210,000 Private Units | $ 21 | 2,099,979 | 2,100,000 | ||
Sale of 210,000 Private Units, shares | 210,000 | ||||
Issuance of Representative Shares | $ 16 | 1,244,384 | 1,244,400 | ||
Issuance of Representative Shares, shares | 160,000 | ||||
Accretion of common shares to redemption amount | (7,850,944) | (1,404,605) | (9,255,549) | ||
Net loss | (290,431) | (290,431) | |||
Balance – December 31, 2022 at Dec. 31, 2021 | $ 181 | (1,695,036) | (1,694,855) | ||
Ending balance, shares at Dec. 31, 2021 | 1,807,500 | ||||
Accretion of common shares to redemption amount | (1,091,656) | (1,091,656) | |||
Net loss | (111,447) | (111,447) | |||
Balance – December 31, 2022 at Dec. 31, 2022 | $ 181 | $ (2,898,139) | $ (2,897,958) | ||
Ending balance, shares at Dec. 31, 2022 | 1,807,500 | ||||
[1]Included an aggregate of 187,500 shares subject to forfeiture if the over-allotment option was not exercised in full or in part by the underwriters (see Note 5). |
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 | $ (290,431) | $ (111,447) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Interest earned on marketable securities held in Trust Account | (1,914) | (774,918) |
Changes in operating assets and liabilities: | ||
Prepaid expenses | (27,341) | 41,508 |
Accrued expenses | 101,888 | 185,179 |
Income taxes payable | 136,619 | |
Net cash used in operating activities | (217,798) | (523,059) |
Cash Flows from Investing Activities: | ||
Investment of cash into Trust Account | (57,500,000) | (581,000) |
Cash withdrawn from Trust Account in connection with redemption | 24,525,034 | |
Cash withdrawn from Trust Account to pay franchise and income taxes | 247,881 | |
Net cash provided by (used in) investing activities | (57,500,000) | 24,191,915 |
Cash Flows from Financing Activities: | ||
Proceeds from sale of Units, net of underwriting discounts paid | 56,350,000 | |
Proceeds from sale of Private Placement Units | 2,100,000 | |
Proceeds from issuance of common stock to Sponsor | 25,000 | |
Repayment of promissory note - related party | (386,924) | |
Proceeds from convertible promissory note | 581,000 | |
Proceeds from convertible promissory note - related party | 100,000 | |
Redemption of common stock | (24,525,034) | |
Net cash (used in) provided by financing activities | 58,088,076 | (23,844,034) |
Net Change in Cash | 370,278 | (175,178) |
Cash – beginning of period | 370,278 | |
Cash – end of period | 370,278 | 195,100 |
Non-Cash investing and financing activities: | ||
Issuance of Representative Shares | 1,244,400 | |
Offering costs paid through promissory note | 366,924 | |
Prepaid expenses paid through promissory note | 20,000 | |
Initial Measurement of Class A common stock subject to possible redemption | 48,244,451 | |
Deferred underwriting fee payable | 2,012,500 | |
Accretion to Class A common stock subject to possible redemption | $ 9,255,549 | $ 1,091,656 |
DESCRIPTION OF ORGANIZATION AND
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | 12 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Mountain Crest Acquisition Corp. IV (the “Company”) was incorporated in Delaware on March 2, 2021. The Company was formed for the purpose of entering into a merger, share exchange, asset acquisition, stock purchase, reorganization or other similar business transaction with one or more businesses that the Company has not yet identified (a “Business Combination”). The Company is not limited to a particular industry or geographic region for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of December 31, 2022, the Company had not commenced any operations. All activity through December 31, 2022 relates to the Company’s formation, the initial public offering (“Initial Public Offering”), which is described below, and subsequent to the Initial Public Offering, identifying a target company for a Business Combination, in particular the activities in connection with the proposed business combination transaction with CH Auto Technology Corporation, Ltd., a Cayman Islands exempted company, as described in Note 6, below. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering. The registration statement for the Company’s Initial Public Offering was declared effective on June 29, 2021. On July 2, 2021, the Company consummated the Initial Public Offering of 5,000,000 10.00 50,000,000 Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 195,000 10.00 1,950,000 Following the closing of the Initial Public Offering on July 2, 2021, an amount of $ 50,000,000 On July 6, 2021, the underwriters fully exercised their over-allotment option, resulting in an additional 750,000 7,500,000 15,000 10.00 150,000 7,500,000 57,500,000 Transaction costs amounted to $ 4,773,824 1,150,000 2,012,500 1,611,324 1,244,400 The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Units, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. The Company’s initial Business Combination must be with one or more target businesses that together have a fair market value equal to at least 80 50 The Company will provide its holders of the outstanding Public Shares (the “public stockholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The stockholders will be entitled to redeem their shares for a pro rata portion of the amount then on deposit in the Trust Account (initially $10.00 per share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). The per-share amount to be distributed to stockholders who redeem their shares will not be reduced by the deferred underwriting commission the Company will pay to the underwriters (as discussed in Note 6). Pursuant to its Amended and Restated Certificate of Incorporation, the Company will proceed with a Business Combination provided the Company has net tangible assets of at least $ 5,000,001 Notwithstanding the above, if the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Amended and Restated Certificate of Incorporation provides that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 20 The Sponsor has agreed to (i) waive its redemption rights with respect to Founder Shares, Private Shares and any Public Shares it may acquire during or after the Initial Public Offering in connection with the consummation of a Business Combination and (ii) not to propose an amendment to the Company’s Amended and Restated Certificate of Incorporation that would affect the substance or timing of the Company’s obligation to redeem 100 The Company initially had until July 2, 2022 to consummate a Business Combination, however, based upon the execution of the Merger Agreement on April 30, 2022, the period of time for the Company to complete a business combination under its certificate of incorporation was extended for a period of 6 months from July 2, 2022 to January 2, 2023 (Note 6). Subsequently, as approved by its stockholders at the special meeting of Stockholders held on December 15, 2022 (the “Special Meeting”), the Company entered into an amendment to the Investment Management Trust Agreement, dated as of June 29, 2021, with Continental Stock Transfer & Trust Company, on December 15, 2022 (the “Trust Amendment”). Pursuant to the Trust Amendment, the Company has the right to extend the time for the Company to complete its initial business combination (the “Business Combination Period”) under the Trust Agreement for a period of 3 months from January 2, 2023 to April 2, 2023, plus an option for the Company to further extend such date to July 2, 2023 and to be further extended to the extent the Company’s Amended and Restated Certificate of Incorporation is amended to extend the Business Combination Period. The Company extended the time it has to complete its initial business combination from January 2, 2023, to April 2, 2023 by depositing $ 581,000 343,936 In connection with the stockholders’ vote at the Special Meeting of Stockholders held by the Company on December 15, 2022, 2,432,520 If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but 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 taxes, divided by the number of then outstanding Public Shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in the case of clauses (ii) and (iii) to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. The Sponsor has agreed to waive its liquidation rights with respect to the Private Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Sponsor or any of its respective affiliates acquire Public Shares after the Initial Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering price per Unit ($10.00). In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a vendor for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amounts in the Trust Account to below the lesser of (i) $10.00 per Public Share and (ii) 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 $10.00 per Public 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 who executed a waiver of any and all rights to the monies held in the Trust Account nor will it apply to any claims under the Company’s indemnity of the underwriters of Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. Risks and Uncertainties Management is currently evaluating 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. In February 2022, the Russian Federation and Belarus commenced a military action with the country of Ukraine. As a result of this action, various nations, including the United States, have instituted economic sanctions against the Russian Federation and Belarus. Further, the impact of this action and related sanctions on the world economy are not determinable as of the date of these financial statements. The specific impact on the Company’s financial condition, results of operations, and cash flows is also not determinable as of the date of these financial statements. 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, 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. Liquidity and Capital Resources As of December 31, 2022, the Company had $ 195,100 In order to finance transaction costs in connection with a business combination, the 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). On August 26, 2022, the Company issued the Convertible Promissory Note to the Sponsor, pursuant to which the Company may borrow up to an aggregate amount of $ 100,000 100,000 no On October 24, 2022, the Company issued an unsecured promissory note in the aggregate principal amount up to $100,000 (the “Note”) to the “Sponsor. Pursuant to the Note, the Sponsor agreed to loan to the Company an aggregate amount up to $ 100,000 10.00 On December 21, 2022, the Company issued an unsecured promissory note in the aggregate principal amount up to $ 581,000 10.00 On March 29, 2023, the Company issued an unsecured promissory note in the aggregate principal amount of $ 350,000 350,000 10.00 Going Concern In connection with the Company’s assessment of going concern considerations in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined that if the Company is unable to complete a Business Combination by April 2, 2023, then the Company may cease all operations except for the purpose of liquidating. The liquidation and subsequent dissolution raise substantial doubt about the Company’s ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after July 2, 2023. |
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 are presented in U.S. dollars and have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the accounting and disclosure rules and regulations of the Securities and Exchange Commission (the “SEC”). Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of the financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did no Investments Held in Trust Account The Company’s portfolio of investments held in the Trust Account is comprised of investments in money market funds that invest in U.S. treasury securities and generally have a readily determinable fair value, or a combination thereof. Gains and losses resulting from the change in fair value of these securities are included in interest earned on marketable securities held in Trust Account in the accompanying statement of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. Common Stock Subject to Possible Redemption The Company accounts for its common stock subject to possible redemption in accordance with the guidance in FASB Accounting Standards Codification (“ASC”), Topic 480 “Distinguishing Liabilities from Equity.” Shares of Common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ deficit. The Company’s Common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. In connection with the stockholders’ vote at the Special Meeting of Stockholders held by the Company on December 15, 2022, 2,432,520 Accordingly, at December 31, 2022 and 2021, 3,317,480 5,750,000 10.27 10.00 The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stocks to equal the redemption value at the end of each reporting period. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount value. The change in the carrying value of redeemable common stocks resulted in charges against additional paid-in capital and accumulated deficit. At December 31, 2022 and 2021, the common stock reflected in the balance sheets are reconciled in the following table: Scheduled of common stock subject to possible redemption Gross proceeds $ 57,500,000 Less: Allocation of offering costs related to redeemable shares (4,368,049 ) Proceeds allocated to Public Rights (4,887,500 ) Plus: Accretion of carrying value to redemption value 9,255,549 Common stock subject to possible redemption, December 31, 2021 $ 57,500,000 Less: Redemptions of Common stock on December 15, 2022 (24,525,034 ) Plus: Accretion of carrying value to redemption value 1,091,656 Common stock subject to possible redemption, December 31, 2022 $ 34,066,622 Offering Costs Offering costs consisted of legal, accounting and other expenses incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs were allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with the common stock issued were initially charged to temporary equity and then accreted to common stock subject to redemption upon the completion of the Initial Public Offering. Offering costs amounted to $ 4,773,824 1,150,000 2,012,500 1,611,324 4,368,049 405,775 Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no no 136,619 Net Loss Per Common Share The Company complies with accounting and disclosure requirements of FASB ASC 260, Loss Per Share. The statement of operations includes a presentation of loss per redeemable public share and loss per non-redeemable share following the two-class method of loss per share. In order to determine the net loss attributable to both the public redeemable shares and non-redeemable shares, the Company first considered the total loss allocable to both sets of shares. This is calculated using the total net loss less any dividends paid. For purposes of calculating net loss per share, any remeasurement of the accretion to redemption value of the redeemable shares subject to possible redemption was considered to be dividends paid to the public stockholders. Subsequent to calculating the total loss allocable to both sets of shares, the Company split the amount to be allocated using a ratio of 76 24 The earnings per share presented in the statements of operations is based on the following: Scheduled of basic and diluted net loss per share For the For the 2022 2021 Redeemable Non- Redeemable Non- Basic and diluted net loss per share: Numerator: Allocation of net loss including accretion of temporary equity $ (910,458 ) $ (292,645 ) $ (6,535,576 ) $ (3,010,404 ) Accretion of temporary equity to redemption value 1,091,656 - 9,255,549 - Allocation of net income (loss) $ 181,198 $ (292,645 ) $ 2,719,973 $ (3,010,404 ) Denominator: Weighted-average shares outstanding 5,623,376 1,807,500 3,432,566 1,581,102 Basic and diluted net income (loss) per share $ 0.03 $ (0.16 ) $ 0.79 $ (1.90 ) In connection with the underwriters’ full exercise of their over-allotment option on July 2, 2021, 187,500 As of December 31, 2022 and 2021, the Company did no Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $ 250,000 Fair value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 825, “Financial Instruments,” approximates the carrying amounts represented in the accompanying balance sheets, primarily due to their short-term nature. Recent Accounting Standards In August 2020, the FASB issued ASU 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) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective December 15, 2023 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company is currently assessing the impact, if any, that ASU 2020-06 would have on its financial position, results of operations or cash flows. Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. |
INITIAL PUBLIC OFFERING
INITIAL PUBLIC OFFERING | 12 Months Ended |
Dec. 31, 2022 | |
Initial Public Offering | |
INITIAL PUBLIC OFFERING | NOTE 3. INITIAL PUBLIC OFFERING Pursuant to the Initial Public Offering, the Company sold 5,750,000 750,000 10.00 In connection with the stockholders’ vote at the Special Meeting of Stockholders held by the Company on December 15, 2022, 2,432,520 |
PRIVATE PLACEMENT
PRIVATE PLACEMENT | 12 Months Ended |
Dec. 31, 2022 | |
Private Placement | |
PRIVATE PLACEMENT | NOTE 4. PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Sponsor and Network 1 Financial Securities, Inc. (and/or their designees) purchased an aggregate of 195,000 10.00 1,950,000 15,000 10.00 150,000 |
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 On March 2, 2021, the Company issued 1,437,500 25,000 1,437,500 187,500 20 The Sponsor has agreed not to transfer, assign or sell any of the Founder Shares (except to certain permitted transferees) until, with respect to 50% of the Founder Shares, the earlier of six months after the date of the consummation of a Business Combination and the date on which the closing price of the Company’s common stock equals or exceeds $ 12.50 50 Administrative Support Agreement The Company entered into an agreement, commencing on July 2, 2021 through the earlier of the Company’s consummation of a Business Combination and its liquidation, to pay the Sponsor a total of $ 10,000 120,000 Promissory Notes — Related Parties On March 3, 2021 the Company issued the Promissory Note to the Sponsor, pursuant to which the Company may borrow up to an aggregate amount of $ 500,000 Convertible Note — Related Party On August 26, 2022, the Company issued the Convertible Promissory Note to the Sponsor, pursuant to which the Company may borrow up to an aggregate amount of $ 100,000 10.00 On October 24, 2022, the Company issued an unsecured promissory note in the aggregate principal amount up to $ 100,000 10.00 100,000 Related Party Loans In order to finance transaction costs in connection with a Business Combination, the Sponsor, an affiliate of the Sponsor, or the Company’s officers and directors may, but are not obligated to, loan the Company funds from time to time or at any time, as may be required (“Working Capital Loans”). Each Working Capital Loan would be evidenced by a promissory note. The Working Capital Loans would either be paid upon consummation of a Business Combination, without interest, or, at the holder’s discretion, up to $ 1,500,000 |
COMMITMENTS
COMMITMENTS | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS | NOTE 6. COMMITMENTS Registration Rights The holders of the Founder Shares, the Private Units, and any shares that may be issued in payment of Working Capital Loans (and all underlying securities) will be entitled to registration rights pursuant to a registration rights agreement to be signed prior to or on the effective date of the Initial Public Offering requiring the Company to register such securities for resale. The holders of a majority of these securities are entitled to make up to two demands that the Company register such securities. The holders of the majority of the Founders Shares can elect to exercise these registration rights at any time commencing three months prior to the date on which these shares of common stock are to be released from escrow. The holders of a majority of the Private Units (and underlying securities) and securities issued in payment of Working Capital Loans can elect to exercise these registration rights at any time commencing on the date that the Company consummates a Business Combination. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the consummation of a Business Combination. Notwithstanding the foregoing, Network 1 Securities, Inc. may not exercise its demand and “piggyback” registration rights after five ( 5 7 Underwriting Agreement The underwriters are entitled to a deferred fee of $ 0.35 2,012,500 0.35 0.30 Contingent Fees In connection with the closing of the initial business combination, the Company has agreed to pay $50,000 to its initial public offering legal counsel as deferred initial public offering fees. In the event the Business Combination is not completed, no deferred initial public offering amounts would be due. The Merger Agreement On April 30, 2022, the Company entered into that certain Agreement and Plan of Merger (as may be amended, supplemented or otherwise modified from time to time, the “Merger Agreement”), by and among the Company, CH AUTO Inc., a Cayman Islands exempted company (“Pubco”), Ch-Auto Merger Sub Corp., a Delaware corporation and wholly owned subsidiary of Pubco (“Merger Sub”) and CH-Auto Technology Corporation Ltd., a company organized under the laws of the People’s Republic of China (the “CH Auto”), pursuant to which, among other things, the Company, Pubco, Merger Sub and CH Auto intend to effect a merger of Merger Sub with and into the Company whereby the Company will be the surviving corporation (the “Surviving Corporation”) and a wholly owned subsidiary of Pubco (the “Merger”) in accordance with the Merger Agreement and the General Corporation Law of the State of Delaware (the “DGCL”). In connection with the Merger, the name of the Surviving Corporation shall be changed to CH Autotech USA, Inc. Following the Merger, Pubco expects its ordinary shares to be traded on the Nasdaq Stock Market. All capitalized terms used herein and not defined shall have the meanings ascribed to them in the Merger Agreement. Based upon the execution of the Merger Agreement, the period of time for the Company to complete a business combination under its certificate of incorporation was extended for a period of 6 months from July 2, 2022 to January 2, 2023. M&A Advisory Agreement The Company engaged Beijing Haohan Tianyu Investment Consulting Co., Ltd. (“BHTIC”) to act as its M&A Advisor to conduct local due diligence for the Company on CH AUTO by entering into the M&A Advisory Agreement on April 3, 2022. Pursuant to the M&A Advisory Agreement, the Company shall make a payment to BHTIC of an aggregate M&A Fee (the “M&A Fee”) equivalent to 1% of the post-money post-PIPE equity value of CH AUTO in shares of the post-transaction combined company to be issued upon closing of the Transaction at $10 per share. A&R Merger Agreement On December 23, 2022, the Company, Pubco, Merger Sub and CH Auto entered into an Amended and Restated Agreement and Plan of Merger (the “A&R Merger Agreement”). Specifically, the A&R Merger Agreement amended and modified the Merger Agreement to: (a) provide that all options issued by the Company prior to the Business Combination shall be included in Company Merger Consideration that will be issued in connection with the closing of the Business Combination, (b) extend the date by which Pubco shall secure subscription agreements with investors relating to a purchase of Pubco Class A Ordinary Shares through a private placement, in each case on terms consented by the Company, pursuant to which the aggregate amount of investment is no less than $100,000,000 at the Closing, and (c) update and conform the terms of the Merger Agreement for the passage of time and satisfaction of certain conditions to the Closing of the Merger. |
STOCKHOLDERS_ DEFICIT
STOCKHOLDERS’ DEFICIT | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
STOCKHOLDERS’ DEFICIT | NOTE 7. STOCKHOLDERS’ DEFICIT Common Stock 30,000,000 0.0001 Holders of common stock are entitled to one vote for each share. 1,807,500 3,317,480 5,750,000 Rights one-tenth (1/10) of one share of common stock The Company will not issue fractional shares in connection with an exchange of Public Rights. Fractional shares will either be rounded down to the nearest whole share or otherwise addressed in accordance with the applicable provisions of the Delaware General Corporation Law. As a result, the holders of the Public Rights must hold rights in multiples of 10 in order to receive shares for all of the holders’ rights upon closing of a Business Combination. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of Public Rights will not receive any of such funds with respect to their Public Rights, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such Public Rights, and the Public Rights will expire worthless. Further, there are no contractual penalties for failure to deliver securities to the holders of the Public Rights upon consummation of a Business Combination. Additionally, in no event will the Company be required to net cash settle the rights. Accordingly, the rights may expire worthless. Representative Shares The Company issued to Network 1 Financial Securities, Inc. and/or its designees 160,000 1,244,400 7.78 The Representative Shares have been deemed compensation by Financial Industry Regulatory Authority (“FINRA”) and are therefore subject to a lock-up for a period of 180 days immediately following the effective date of the registration statement related to the Initial Public Offering pursuant to Rule 5110(g)(1) of FINRA’s National Association of Securities Dealers (“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 statements related to the Initial Public Offering, nor may they be sold, transferred, assigned, pledged or hypothecated for a period of 180 days immediately following the effective date of the registration statements related to the Initial Public Offering except to any underwriter and selected dealer participating in the Initial Public Offering and their bona fide officers or partners. |
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 (liability) are as follows: Scheduled of deferred tax asset December 31, 2022 2021 Deferred tax assets (liability) Net operating loss carryforward $ - $ 9,481 Startup/Organization expenses 137,015 51,510 Total deferred tax assets (liability) 137,015 60,991 Valuation allowance (137,015 ) (60,991 ) Deferred tax assets (liability), net of allowance $ - $ - The income tax provision for the year ended December 31, 2022 and for the period from March 2, 2021 (inception) through December 31, 2021 consists of the following: Schedule of income tax provision December 31, 2022 2021 Federal Current $ 136,619 $ - Deferred benefit (76,024 ) (60,991 ) State Current - - Deferred - - Change in valuation allowance 76,024 60,991 Income tax provision $ 136,619 $ - As of December 31, 2022 and 2021, the Company has $ 0 45,149 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 (liability) will not be realized. The ultimate realization of deferred tax assets (liability) is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax assets (liability), 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 (liability) and has therefore established a full valuation allowance. For the year ended December 31, 2022, the change in the valuation allowance was $ 76,024 60,991 A reconciliation of the federal income tax rate to the Company’s effective tax rate during the year ended December 31, 2022 and for the period from March 2, 2021 (inception) through December 31, 2021 is as follows: Scheduled of reconciliation of federal income tax rate December 31, For the Statutory federal income tax rate 21.0 % 21.0 % State taxes, net of federal tax benefit - % - % Merger & Acquisitions: Expenses 217.0 % - % Interest & Penalties 2.7 % - % Change in valuation allowance 302.0 % ( 21.0 )% Income tax provision 542.7 % 0.0 % The Company files income tax returns in the U.S. federal jurisdiction in various state and local jurisdictions and is subject to examination by the various taxing authorities. |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENTS | NOTE 9. FAIR VALUE MEASUREMENTS The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. The Company classifies its securities in the Trust Account that are invested in funds, such as Mutual Funds or Money Market Funds, that primarily invest in U.S. Treasury and equivalent securities as Trading Securities in accordance with ASC Topic 320 “Investments - Debt and Equity Securities. Trading Securities are recorded at fair market value on the accompanying balance sheets. At December 31, 2022, assets held in the Trust Account were comprised of $ 581,000 33,503,917 247,881 At December 31, 2021, assets held in the Trust Account were comprised of $ 57,501,914 no The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at December 31, 2022 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Scheduled of fair value measurements Trading Securities Level Fair Value December 31, 2022 Marketable securities held in Trust Account - Mutual Fund 1 $ 33,503,917 December 31, 2021 Marketable securities held in Trust Account - Mutual Fund 1 $ 57,501,914 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2022 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 10. SUBSEQUENT EVENTS On March 31, 2023, the Company and UHY Advisors/UHY LLP, the Company’s independent registered public accounting firm, entered into an unsecured promissory note for services rendered and unpaid in the principal sum of Fifty Nine Thousand Seven Hundred Ten and 08/100 dollars ($59,710.08), plus interest applied monthly on any un-paid balance at the rate of eight (8%) percent per year until such sum is fully paid. If $59,710.08 is paid in full on this promissory note no later than July 31, 2023, all accrued finance charges on this promissory note will be forgiven. The promissory note is payable by the Company in advance without penalty. Amendment to the A&R Merger Agreement On March 1, 2023, the Company, CH-AUTO, Pubco and Merger Sub entered an amendment (the “Amendment”) to the A&R Merger Agreement. The Amendment provides that (i) instead of acquiring at least 90% of the CH AUTO, the Company would only need to acquire at least 71.2184% of CH AUTO to consummate the Closing, (ii) immediately after the Closing, Pubco’s board of directors (the “Post-Closing Pubco Board”) will consist of five (5) members, among which one (1) person shall be designated by Sponsor, four (4) persons shall be designated by CH AUTO and at least two (2) persons of the Post-Closing Pubco Board shall qualify as independent directors under the Securities Act and Nasdaq rules, (iii) modified the timing of CH AUTO’s delivery of the Equityholder Allocation Schedule, (iv) simultaneously with and in exchange for the issuance of the CH AUTO Merger Consideration, but before the Closing of the Merger, Pubco’s subsidiary, CH-Auto (Hong Kong) Limited (“CH-Auto HK”), or a then-established wholly-owned PRC subsidiary of CH-Auto HK (together with CH-Auto HK, the “Holding Company”, as the context may require), shall acquire all the shares of CH AUTO’s equity securities (the “Company Common Stock”) held by each Company Reorganization Stockholder at par value or other value as agreed between the Holding Company and the Company Reorganization Stockholders (the “HK Share Purchase”); provided however, certain Company Reorganization Stockholders that are the directors, supervisors or senior executives of the Company (each a “DSO Stockholder” and together, the “DSO Stockholders”) shall each transfer up to 25% of the stocks of CH AUTO held by him or her due to restrictions under the PRC laws. Each DSO Stockholder shall further enter into a voting rights proxy agreement (the “Voting Rights Proxy Agreement”) and an economic rights transfer agreement (the “Economic Rights Transfer Agreement”) with the Holding Company (the “HK Voting Rights Entrustment”), pursuant to which each DSO Stockholder shall transfer and assign to the Holding Company (i) all of their respective voting rights in connection with the remaining shares of Company Common Stock held by them (the “DSO’s Remaining Shares”) pursuant to the Voting Rights Proxy Agreement and (ii) all of their economic rights, including the right to receive dividends, in connection the DSO’s Remaining Shares, pursuant to the Economic Rights Transfer Agreement. The Pubco Ordinary Shares issued to each DSO Shareholder in exchange for such DSO’s Remaining Shares, shall be subject to restrictions on transfer, conveyance, assignment and further encumbrance until the DSO Shareholder transfers and conveys the underlying shares of Company Common Stock to the Holding Company. Upon the completion of the HK Share Purchase, and after giving effect to the HK Voting Right Entrustment (the “Reorganization Closing”), the Holding Company shall (1) have the ability to direct, directly or indirectly, at least 71.2184% of the voting rights of all outstanding equity securities of CH AUTO entitled to vote, (2) own, directly or indirectly, at least 71.2184% of the economic rights of all the outstanding equity securities in CH AUTO, and (3) own, directly or indirectly own at least 37.8426% of the then-issued and outstanding equity interests in CH AUTO; (v) revised the definitions of Company Employee Option and Company FA Option, (vi) CH AUTO shall advance the Company the aggregate amount of Seven Hundred and Fifty Thousand Dollars ($ 750,000 CH Auto Technology Corporation Ltd., the target company to the Company’s proposed business combination loaned the Company $ 350,000 350,000 350,000 10.00 The proceeds of the Note have been used by the Company to make a deposit $ 343,936 |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying financial statements are presented in U.S. dollars and have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the accounting and disclosure rules and regulations of the Securities and Exchange Commission (the “SEC”). |
Emerging Growth Company | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. |
Use of Estimates | Use of Estimates The preparation of the financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did no |
Investments Held in Trust Account | Investments Held in Trust Account The Company’s portfolio of investments held in the Trust Account is comprised of investments in money market funds that invest in U.S. treasury securities and generally have a readily determinable fair value, or a combination thereof. Gains and losses resulting from the change in fair value of these securities are included in interest earned on marketable securities held in Trust Account in the accompanying statement of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. |
Common Stock Subject to Possible Redemption | Common Stock Subject to Possible Redemption The Company accounts for its common stock subject to possible redemption in accordance with the guidance in FASB Accounting Standards Codification (“ASC”), Topic 480 “Distinguishing Liabilities from Equity.” Shares of Common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ deficit. The Company’s Common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. In connection with the stockholders’ vote at the Special Meeting of Stockholders held by the Company on December 15, 2022, 2,432,520 Accordingly, at December 31, 2022 and 2021, 3,317,480 5,750,000 10.27 10.00 The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stocks to equal the redemption value at the end of each reporting period. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount value. The change in the carrying value of redeemable common stocks resulted in charges against additional paid-in capital and accumulated deficit. At December 31, 2022 and 2021, the common stock reflected in the balance sheets are reconciled in the following table: Scheduled of common stock subject to possible redemption Gross proceeds $ 57,500,000 Less: Allocation of offering costs related to redeemable shares (4,368,049 ) Proceeds allocated to Public Rights (4,887,500 ) Plus: Accretion of carrying value to redemption value 9,255,549 Common stock subject to possible redemption, December 31, 2021 $ 57,500,000 Less: Redemptions of Common stock on December 15, 2022 (24,525,034 ) Plus: Accretion of carrying value to redemption value 1,091,656 Common stock subject to possible redemption, December 31, 2022 $ 34,066,622 |
Offering Costs | Offering Costs Offering costs consisted of legal, accounting and other expenses incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs were allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with the common stock issued were initially charged to temporary equity and then accreted to common stock subject to redemption upon the completion of the Initial Public Offering. Offering costs amounted to $ 4,773,824 1,150,000 2,012,500 1,611,324 4,368,049 405,775 |
Income Taxes | Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no no 136,619 |
Net Loss Per Common Share | Net Loss Per Common Share The Company complies with accounting and disclosure requirements of FASB ASC 260, Loss Per Share. The statement of operations includes a presentation of loss per redeemable public share and loss per non-redeemable share following the two-class method of loss per share. In order to determine the net loss attributable to both the public redeemable shares and non-redeemable shares, the Company first considered the total loss allocable to both sets of shares. This is calculated using the total net loss less any dividends paid. For purposes of calculating net loss per share, any remeasurement of the accretion to redemption value of the redeemable shares subject to possible redemption was considered to be dividends paid to the public stockholders. Subsequent to calculating the total loss allocable to both sets of shares, the Company split the amount to be allocated using a ratio of 76 24 The earnings per share presented in the statements of operations is based on the following: Scheduled of basic and diluted net loss per share For the For the 2022 2021 Redeemable Non- Redeemable Non- Basic and diluted net loss per share: Numerator: Allocation of net loss including accretion of temporary equity $ (910,458 ) $ (292,645 ) $ (6,535,576 ) $ (3,010,404 ) Accretion of temporary equity to redemption value 1,091,656 - 9,255,549 - Allocation of net income (loss) $ 181,198 $ (292,645 ) $ 2,719,973 $ (3,010,404 ) Denominator: Weighted-average shares outstanding 5,623,376 1,807,500 3,432,566 1,581,102 Basic and diluted net income (loss) per share $ 0.03 $ (0.16 ) $ 0.79 $ (1.90 ) In connection with the underwriters’ full exercise of their over-allotment option on July 2, 2021, 187,500 As of December 31, 2022 and 2021, the Company did no |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $ 250,000 |
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 ASC 825, “Financial Instruments,” approximates the carrying amounts represented in the accompanying balance sheets, primarily due to their short-term nature. |
Recent Accounting Standards | Recent Accounting Standards In August 2020, the FASB issued ASU 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) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective December 15, 2023 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company is currently assessing the impact, if any, that ASU 2020-06 would have on its financial position, results of operations or cash flows. Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Scheduled of common stock subject to possible redemption | Scheduled of common stock subject to possible redemption Gross proceeds $ 57,500,000 Less: Allocation of offering costs related to redeemable shares (4,368,049 ) Proceeds allocated to Public Rights (4,887,500 ) Plus: Accretion of carrying value to redemption value 9,255,549 Common stock subject to possible redemption, December 31, 2021 $ 57,500,000 Less: Redemptions of Common stock on December 15, 2022 (24,525,034 ) Plus: Accretion of carrying value to redemption value 1,091,656 Common stock subject to possible redemption, December 31, 2022 $ 34,066,622 |
Scheduled of basic and diluted net loss per share | Scheduled of basic and diluted net loss per share For the For the 2022 2021 Redeemable Non- Redeemable Non- Basic and diluted net loss per share: Numerator: Allocation of net loss including accretion of temporary equity $ (910,458 ) $ (292,645 ) $ (6,535,576 ) $ (3,010,404 ) Accretion of temporary equity to redemption value 1,091,656 - 9,255,549 - Allocation of net income (loss) $ 181,198 $ (292,645 ) $ 2,719,973 $ (3,010,404 ) Denominator: Weighted-average shares outstanding 5,623,376 1,807,500 3,432,566 1,581,102 Basic and diluted net income (loss) per share $ 0.03 $ (0.16 ) $ 0.79 $ (1.90 ) |
INCOME TAX (Tables)
INCOME TAX (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Scheduled of deferred tax asset | Scheduled of deferred tax asset December 31, 2022 2021 Deferred tax assets (liability) Net operating loss carryforward $ - $ 9,481 Startup/Organization expenses 137,015 51,510 Total deferred tax assets (liability) 137,015 60,991 Valuation allowance (137,015 ) (60,991 ) Deferred tax assets (liability), net of allowance $ - $ - |
Schedule of income tax provision | Schedule of income tax provision December 31, 2022 2021 Federal Current $ 136,619 $ - Deferred benefit (76,024 ) (60,991 ) State Current - - Deferred - - Change in valuation allowance 76,024 60,991 Income tax provision $ 136,619 $ - |
Scheduled of reconciliation of federal income tax rate | Scheduled of reconciliation of federal income tax rate December 31, For the Statutory federal income tax rate 21.0 % 21.0 % State taxes, net of federal tax benefit - % - % Merger & Acquisitions: Expenses 217.0 % - % Interest & Penalties 2.7 % - % Change in valuation allowance 302.0 % ( 21.0 )% Income tax provision 542.7 % 0.0 % |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Scheduled of fair value measurements | Scheduled of fair value measurements Trading Securities Level Fair Value December 31, 2022 Marketable securities held in Trust Account - Mutual Fund 1 $ 33,503,917 December 31, 2021 Marketable securities held in Trust Account - Mutual Fund 1 $ 57,501,914 |
DESCRIPTION OF ORGANIZATION A_2
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (Details Narrative) - USD ($) | 12 Months Ended | ||||||||||
Dec. 15, 2022 | Jul. 06, 2021 | Jul. 02, 2021 | Dec. 31, 2022 | Mar. 29, 2023 | Mar. 01, 2023 | Dec. 21, 2022 | Dec. 16, 2022 | Oct. 24, 2022 | Aug. 26, 2022 | Dec. 31, 2021 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||
Cash deposited in trust account | $ 57,500,000 | ||||||||||
Fair market value equal percentage | 80% | ||||||||||
Net tangible assets | $ 5,000,001 | ||||||||||
Redemption limit percentage without prior consent | 20% | ||||||||||
Obligation to redeem Public Shares if entity does not complete a Business Combination (as a percent) | 100% | ||||||||||
Deposits | $ 581,000 | ||||||||||
Shares tendered for redemption | 2,432,520 | ||||||||||
Cash | $ 195,100 | $ 370,278 | |||||||||
Aggregate amount | $ 581,000 | $ 100,000 | $ 100,000 | ||||||||
Working Capital Loans | $ 100,000 | $ 0 | |||||||||
Initial public offering at a price | $ 10 | ||||||||||
Conversion price | $ 10 | ||||||||||
Subsequent Event [Member] | |||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||
Deposits | $ 343,936 | ||||||||||
Principal amount | $ 750,000 | ||||||||||
Subsequent Event [Member] | C H A U T O [Member] | |||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||
Loans payable | 350,000 | ||||||||||
Principal amount | $ 350,000 | ||||||||||
Share price | $ 10 | ||||||||||
Mountain Crest Acquisition [Member] | |||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||
Business combination, percentage of voting securities | 50% | ||||||||||
IPO [Member] | |||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||
Sale of stock, shares | 5,000,000 | ||||||||||
Sale of stock price | $ 10 | ||||||||||
Sale of Stock, amount | $ 50,000,000 | ||||||||||
Payments for investment of cash in trust account | $ 50,000,000 | ||||||||||
Transaction Costs | $ 4,773,824 | ||||||||||
Underwriting Fees | 1,150,000 | ||||||||||
Deferred underwriting fees | 2,012,500 | ||||||||||
Other offering costs | 1,611,324 | ||||||||||
Representative shares | $ 1,244,400 | ||||||||||
Private Placement [Member] | |||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||
Sale of stock, shares | 15,000 | ||||||||||
Sale of stock price | $ 10 | ||||||||||
Proceeds from Issuance of Private Placement | $ 150,000 | ||||||||||
Deposited Trust Account | $ 7,500,000 | ||||||||||
Private Placement [Member] | Sponsor [Member] | |||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||
Sale of stock, shares | 195,000 | ||||||||||
Sale of stock price | $ 10 | ||||||||||
Sale of Stock, amount | $ 1,950,000 | ||||||||||
Over-Allotment Option [Member] | |||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||
Sale of stock, shares | 750,000 | ||||||||||
Stock Repurchased During Period, Value | $ 7,500,000 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Accounting Policies [Abstract] | ||
Gross proceeds | $ 57,500,000 | |
Allocation of offering costs related to redeemable shares | (4,368,049) | |
Proceeds allocated to Public Rights | (4,887,500) | |
Accretion of carrying value to redemption value | 9,255,549 | |
Common stock subject to possible redemption | $ 57,500,000 | |
Redemptions of Common stock | $ (24,525,034) | |
Accretion of carrying value to redemption value | 1,091,656 | |
Common stock subject to possible redemption | $ 34,066,622 |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 1) - USD ($) | 10 Months Ended | 12 Months Ended |
Dec. 31, 2021 | Dec. 31, 2022 | |
Allocation of net income (loss) | $ (290,431) | $ (111,447) |
Redeemable Shares [Member] | ||
Allocation of net income (loss) including accretion of temporary equity | (6,535,576) | (910,458) |
Accretion of temporary equity to redemption value | 9,255,549 | 1,091,656 |
Allocation of net income (loss) | $ 2,719,973 | $ 181,198 |
Weighted-average shares outstanding | 3,432,566 | 5,623,376 |
Basic and diluted net income (loss) per share | $ 0.79 | $ 0.03 |
Non Redeemable Shares [Member] | ||
Allocation of net income (loss) including accretion of temporary equity | $ (3,010,404) | $ (292,645) |
Accretion of temporary equity to redemption value | ||
Allocation of net income (loss) | $ (3,010,404) | $ (292,645) |
Weighted-average shares outstanding | 1,581,102 | 1,807,500 |
Basic and diluted net income (loss) per share | $ (1.90) | $ (0.16) |
SUMMARY OF SIGNIFICANT ACCOUN_6
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) | 10 Months Ended | 12 Months Ended | ||
Dec. 15, 2022 shares | Jul. 02, 2022 shares | Dec. 31, 2021 USD ($) $ / shares shares | Dec. 31, 2022 USD ($) $ / shares shares | |
Subsidiary, Sale of Stock [Line Items] | ||||
Cash equivalents | $ 0 | $ 0 | ||
Shares tendered for redemption | shares | 2,432,520 | |||
Common stock subject to possible redemption | shares | 5,750,000 | 3,317,480 | ||
Common stock subject to possible redemption, Per Share | $ / shares | $ 10 | $ 10.27 | ||
Offering costs | $ 4,773,824 | |||
Unrecognized tax benefits | 0 | $ 0 | ||
Unrecognized tax benefits accrued for interest and penalties | 0 | 0 | ||
Provision for income tax | $ 136,619 | |||
Shares subjected to forfeiture | shares | 187,500 | |||
Dilutive securities | shares | 0 | 0 | ||
FDIC coverage | $ 250,000 | |||
Redeemable Shares [Member] | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Conversion ratio | 0.76 | |||
Non Redeemable Shares [Member] | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Conversion ratio | 0.24 | |||
IPO [Member] | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Offering costs | $ 4,773,824 | |||
Underwriting fees | 1,150,000 | |||
Deferred underwriting fees | 2,012,500 | |||
Other offering costs | 1,611,324 | |||
Allocation to public shares | 4,368,049 | |||
Allocation to public rights | $ 405,775 |
INITIAL PUBLIC OFFERING (Detail
INITIAL PUBLIC OFFERING (Details Narrative) - $ / shares | Dec. 15, 2022 | Jul. 06, 2021 | Jul. 02, 2021 |
Subsidiary, Sale of Stock [Line Items] | |||
Purchase price, per unit | $ 7.78 | ||
Shares tendered for redemption | 2,432,520 | ||
IPO [Member] | |||
Subsidiary, Sale of Stock [Line Items] | |||
Number of units sold | 5,750,000 | ||
Sale of stock, shares | 5,000,000 | ||
Purchase price, per unit | $ 10 | ||
Over-Allotment Option [Member] | |||
Subsidiary, Sale of Stock [Line Items] | |||
Sale of stock, shares | 750,000 |
PRIVATE PLACEMENT (Details Narr
PRIVATE PLACEMENT (Details Narrative) - Private Placement [Member] - USD ($) | Jul. 06, 2021 | Jul. 02, 2021 |
Defined Benefit Plan Disclosure [Line Items] | ||
Sale of stock, shares | 15,000 | |
Sale of stock price | $ 10 | |
Proceeds from Issuance of Private Placement | $ 150,000 | |
Sponsor [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Sale of stock, shares | 195,000 | |
Sale of stock price | $ 10 | |
Sale of stock amount | $ 1,950,000 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) | 1 Months Ended | 10 Months Ended | 12 Months Ended | |||||
Jul. 02, 2021 USD ($) shares | Mar. 03, 2021 USD ($) | Oct. 24, 2022 USD ($) $ / shares | Aug. 26, 2022 USD ($) $ / shares | Dec. 31, 2021 USD ($) $ / shares shares | Dec. 31, 2022 USD ($) | Dec. 21, 2022 $ / shares | ||
Related Party Transaction [Line Items] | ||||||||
Number of shares issued | shares | 160,000 | |||||||
Value of shares issued | [1] | $ 25,000 | ||||||
Fees paid for services | $ 120,000 | |||||||
Conversion price | $ / shares | $ 10 | |||||||
Maximum amount of loan to be converted into units | 1,500,000 | |||||||
Administrative Support Agreement [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Related Party expenses | $ 10,000 | |||||||
Promissory Note [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Related Party expenses | $ 500,000 | |||||||
Convertible Note [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Related Party expenses | $ 100,000 | $ 100,000 | ||||||
Conversion price | $ / shares | $ 10 | $ 10 | ||||||
Working Capital Loans | $ 100,000 | |||||||
Founder Shares [Member] | Sponsor [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Number of shares issued | shares | 1,437,500 | |||||||
Value of shares issued | $ 25,000 | |||||||
Aggregate number of shares owned | shares | 1,437,500 | |||||||
Number of shares subject to forfeiture | shares | 187,500 | |||||||
Percentage of issued and outstanding shares after initial public offering collectively held by initial stockholders | 0.20 | |||||||
Transfer assign or sell any shares or warrants after completion of initial business combination stock price trigger | $ / shares | $ 12.50 | |||||||
Condition for future business combination use of proceeds percentage | 0.50 | |||||||
[1]Included an aggregate of 187,500 shares subject to forfeiture if the over-allotment option was not exercised in full or in part by the underwriters (see Note 5). |
COMMITMENTS (Details Narrative)
COMMITMENTS (Details Narrative) | 12 Months Ended |
Dec. 31, 2022 USD ($) $ / shares | |
Commitments and Contingencies Disclosure [Abstract] | |
Period to exercise demand registration right | 5 years |
Period to exercise piggy bac registration right | 7 years |
Underwriting fee per unit | $ 0.35 |
Underwriting fee payable | $ | $ 2,012,500 |
Deferred fees per unit paid in cash | $ 0.35 |
Deferred fees per unit paid in value of shares | $ 0.30 |
STOCKHOLDERS_ DEFICIT (Details
STOCKHOLDERS’ DEFICIT (Details Narrative) - USD ($) | 12 Months Ended | ||
Jul. 02, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Equity [Abstract] | |||
Common stock, shares authorized | 30,000,000 | 30,000,000 | |
Common stock, par value | $ 0.0001 | $ 0.0001 | |
Voting rights | Holders of common stock are entitled to one vote for each share. | ||
Common stock, shares issued | 1,807,500 | 1,807,500 | |
Common stock, shares outstanding | 1,807,500 | 1,807,500 | |
Common stock subject to possible redemption | 3,317,480 | 5,750,000 | |
Common Stock, Conversion Basis | one-tenth (1/10) of one share of common stock | ||
Shares Issued | 160,000 | ||
Fair value of representative shares | $ 1,244,400 | ||
Share Price | $ 7.78 |
INCOME TAX (Details)
INCOME TAX (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Deferred tax assets (liability) | ||
Net operating loss carryforward | $ 9,481 | |
Startup/Organization expenses | 137,015 | 51,510 |
Total deferred tax assets (liability) | 137,015 | 60,991 |
Valuation allowance | (137,015) | (60,991) |
Deferred tax assets (liability), net of allowance |
INCOME TAX (Details 1)
INCOME TAX (Details 1) - USD ($) | 10 Months Ended | 12 Months Ended |
Dec. 31, 2021 | Dec. 31, 2022 | |
Federal | ||
Current | $ 136,619 | |
Deferred benefit | (60,991) | (76,024) |
State | ||
Current | ||
Deferred | ||
Change in valuation allowance | 60,991 | 76,024 |
Income tax provision | $ 136,619 |
INCOME TAX (Details 2)
INCOME TAX (Details 2) | 10 Months Ended | 12 Months Ended |
Dec. 31, 2021 | Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | ||
Statutory federal income tax rate | 21% | 21% |
State taxes, net of federal tax benefit | ||
Merger & Acquisitions: Expenses | 217% | |
Interest & Penalties | 2.70% | |
Change in valuation allowance | 21% | 302% |
Income tax provision | 0% | 542.70% |
INCOME TAX (Details Narrative)
INCOME TAX (Details Narrative) - USD ($) | 10 Months Ended | 12 Months Ended |
Dec. 31, 2021 | Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | ||
Net operating loss carryovers | $ 45,149 | $ 0 |
Valuation allowance | $ 60,991 | $ 76,024 |
FAIR VALUE MEASUREMENTS (Detail
FAIR VALUE MEASUREMENTS (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities held in Trust Account - Mutual Fund | $ 57,501,914 | |
Fair Value, Inputs, Level 1 [Member] | Fair Value, Recurring [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities held in Trust Account - Mutual Fund | $ 33,503,917 | $ 57,501,914 |
FAIR VALUE MEASUREMENTS (Deta_2
FAIR VALUE MEASUREMENTS (Details Narrative) - USD ($) | 10 Months Ended | 12 Months Ended |
Dec. 31, 2021 | Dec. 31, 2022 | |
Cash and Cash Equivalents [Line Items] | ||
Assets held in Trust Account | $ 57,501,914 | |
Interest earned on the Trust Account | $ 0 | $ 247,881 |
Cash [Member] | ||
Cash and Cash Equivalents [Line Items] | ||
Assets held in Trust Account | 581,000 | |
US Treasury Securities [Member] | ||
Cash and Cash Equivalents [Line Items] | ||
Assets held in Trust Account | $ 33,503,917 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - USD ($) | Mar. 29, 2023 | Mar. 01, 2023 | Dec. 16, 2022 |
Subsequent Event [Line Items] | |||
Deposits | $ 581,000 | ||
Subsequent Event [Member] | |||
Subsequent Event [Line Items] | |||
Principal amount | $ 750,000 | ||
Deposits | $ 343,936 | ||
Subsequent Event [Member] | C H A U T O [Member] | |||
Subsequent Event [Line Items] | |||
Principal amount | 350,000 | ||
Loan | 350,000 | ||
Loans payable | $ 350,000 | ||
Share price | $ 10 |