Cover
Cover - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Mar. 31, 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 | 001-40796 | ||
Entity Registrant Name | WINVEST ACQUISITION CORP. | ||
Entity Central Index Key | 0001854463 | ||
Entity Tax Identification Number | 86-2451181 | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Address, Address Line One | 125 Cambridgepark Drive | ||
Entity Address, Address Line Two | Suite 301 | ||
Entity Address, City or Town | Cambridge | ||
Entity Address, State or Province | MA | ||
Entity Address, Postal Zip Code | 02140 | ||
City Area Code | (617) | ||
Local Phone Number | 658-3094 | ||
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 | $ 114,310,000 | ||
Entity Common Stock, Shares Outstanding | 4,768,113 | ||
Documents Incorporated by Reference | None | ||
ICFR Auditor Attestation Flag | false | ||
Auditor Firm ID | 688 | ||
Auditor Name | Marcum LLP | ||
Auditor Location | Houston, TX | ||
Units, each consisting of one share of Common Stock, one redeemable Warrant, and one Right [Member] | |||
Title of 12(b) Security | Units, each consisting of one share of Common Stock, one redeemable Warrant, and one Right | ||
Trading Symbol | WINVU | ||
Security Exchange Name | NASDAQ | ||
Common Stock, par value $0.0001 per share [Member] | |||
Title of 12(b) Security | Common Stock, par value $0.0001 per share | ||
Trading Symbol | WINV | ||
Security Exchange Name | NASDAQ | ||
Warrants to acquire one-half (1/2) of a share of Common Stock [Member] | |||
Title of 12(b) Security | Warrants to acquire one-half (1/2) of a share of Common Stock | ||
Trading Symbol | WINVW | ||
Security Exchange Name | NASDAQ | ||
Rights to acquire one-fifteenth (1/15) of one share of Common Stock [Member] | |||
Title of 12(b) Security | Rights to acquire one-fifteenth (1/15) of one share of Common Stock | ||
Trading Symbol | WINVR | ||
Security Exchange Name | NASDAQ |
Balance Sheets
Balance Sheets - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash | $ 88,247 | $ 507,906 |
Prepaid expenses, short-term portion | 277,776 | 393,500 |
Total current assets | 366,023 | 901,406 |
Prepaid expenses, long-term portion | 276,797 | |
Marketable securities held in Trust Account | 19,571,562 | 116,152,616 |
Total assets | 19,937,585 | 117,330,819 |
Current liabilities: | ||
Accounts payable and accrued liabilities | 382,872 | 94,760 |
Income tax payable | 314,000 | |
Related party payables | 107,000 | |
Loan payable, related party | 125,000 | |
Total current liabilities | 928,872 | 94,760 |
Deferred underwriting commissions | 4,025,000 | 4,025,000 |
Total liabilities | 4,953,872 | 4,119,760 |
Commitments and Contingencies (Note 6) | ||
Common stock subject to possible redemption, 1,893,113 and 11,500,000 shares at redemption value of $10.15 and authorized; 5,733,920 shares outstanding $10.10 per share for December 31, 2022 and 2021, respectively. | 19,571,562 | 116,150,000 |
Stockholders’ deficit: | ||
Preferred stock, par value $0.0001, 1,000,000 shares authorized, 0 issued and outstanding | ||
Common stock, par value $0.0001, 100,000,000 shares authorized; 2,875,000 issued and outstanding (excluding 1,893,113 shares subject to possible redemption) | 288 | 288 |
Additional paid-in capital | ||
Accumulated deficit | (4,588,137) | (2,939,229) |
Total stockholders’ deficit | (4,587,849) | (2,938,941) |
Total liabilities and stockholders’ deficit | $ 19,937,585 | $ 117,330,819 |
Balance Sheets (Parenthetical)
Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Common stock subject to possible redemption, shares | 1,893,113 | 11,500,000 |
Redemption price per share | $ 10.15 | $ 10.10 |
Common stock subject to possible redemption, shares outstanding | 5,733,920 | 5,733,920 |
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common Stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares outstanding | 2,875,000 | 2,875,000 |
Common stock, shares issued | 2,875,000 | 2,875,000 |
Statements of Operations
Statements of Operations - USD ($) | 10 Months Ended | 12 Months Ended |
Dec. 31, 2021 | Dec. 31, 2022 | |
Income Statement [Abstract] | ||
Operating expenses: | $ 317,588 | $ 1,321,875 |
Loss from operations | (317,588) | (1,321,875) |
Other income: | ||
Interest income | 2,616 | 1,409,243 |
Total other income | 2,616 | 1,409,243 |
Income (Loss) before income taxes | (314,972) | 87,368 |
Provision for income taxes | (314,000) | |
Net loss | $ (314,972) | $ (226,632) |
Weighted-average common shares outstanding, basic and diluted, redeemable shares subject to redemption | 3,929,508 | 1,898,300 |
Basic and diluted net loss per share, redeemable shares subject to redemption | $ (0.05) | |
Weighted-average common shares outstanding, basic and diluted, non-redeemable shares | 2,875,000 | 2,875,000 |
Basic and diluted net loss per share, non-redeemable shares | $ (0.05) | $ (0.08) |
Statements of Changes in Stockh
Statements of Changes in Stockholders' Deficit and Redeemable Common Stock - USD ($) | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Beginning balance, shares at Feb. 28, 2021 | ||||
Issuance of common stock to founders for cash, shares | 2,875,000 | |||
Capital contribution for transfer of founder shares to directors and advisors, shares | (337,576) | |||
Sale of shares to directors and advisors, shares | 337,576 | |||
Accretion of common stock to redemption value | $ (8,856,041) | |||
Net loss | (314,972) | |||
Ending balance, value at Dec. 31, 2021 | $ 288 | $ (2,939,229) | (2,938,941) | |
Ending balance, shares at Dec. 31, 2021 | 2,875,000 | |||
Beginning balance, value at Mar. 17, 2021 | ||||
Issuance of common stock to founders for cash | 288 | 24,712 | 25,000 | |
Capital contribution for transfer of founder shares to directors and advisors | (34) | (34) | ||
Sale of shares to directors and advisors | 34 | 34 | ||
Sale of 10,900,000 private placement warrants | 5,450,000 | 5,450,000 | ||
Deposit to Trust Account from private placement | (1,150,000) | (1,150,000) | ||
Proceeds from private placement warrants classified as equity | 2,357,500 | 2,357,500 | ||
Offering costs allocated to public warrants classified as equity | (136,008) | (136,008) | ||
Offering costs allocated to private placement warrants classified as equity | (314,420) | (314,420) | ||
Accretion of common stock to redemption value | (6,231,784) | (2,624,257) | (8,856,041) | |
Net loss | (314,972) | (314,972) | ||
Ending balance, value at Dec. 31, 2021 | $ 288 | (2,939,229) | (2,938,941) | |
Ending balance, shares at Dec. 31, 2021 | 2,875,000 | |||
Accretion of common stock to redemption value | (1,422,276) | (1,422,276) | ||
Net loss | (226,632) | (226,632) | ||
Ending balance, value at Dec. 31, 2022 | $ 288 | $ (4,588,137) | $ (4,587,849) | |
Ending balance, shares at Dec. 31, 2022 | 2,875,000 |
Statements of Changes in Stoc_2
Statements of Changes in Stockholders' Deficit and Redeemable Common Stock (Parenthetical) - shares | 9 Months Ended | |
Sep. 17, 2021 | Dec. 31, 2021 | |
Private Placement Warrants [Member] | ||
Subsidiary, Sale of Stock [Line Items] | ||
Sale private placement warrants | 10,000,000 | 10,900,000 |
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 | $ (314,972) | $ (226,632) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Interest earned on marketable securities held in Trust Account | (2,616) | (1,409,243) |
Formation costs paid by third-party | 337 | |
Changes in operating assets and liabilities: | ||
Changes in prepaid expenses | (670,297) | 392,521 |
Changes in accounts payable and accrued expenses | 94,423 | 288,111 |
Changes in taxes payable | 314,000 | |
Changes in related party payables | 107,000 | |
Net cash used in operating activities | (893,125) | (534,243) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Cash withdrawn from Trust Account for payment to redeeming stockholders | 98,000,714 | |
Investment of cash in Trust Account | (116,150,000) | (125,000) |
Withdrawal of interest from Trust Account to pay taxes | 114,583 | |
Net cash provided by (used in) investing activities | (116,150,000) | 97,990,297 |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Payment to redeeming stockholders | (98,000,714) | |
Proceeds from loan payable, related party | 125,000 | |
Cash proceeds from issuance of common stock to founders | 25,000 | |
Cash proceeds from sale of Units, net of underwriting discounts paid | 112,600,000 | |
Cash proceeds from sale of private warrants | 5,450,000 | |
Payment of offering costs | (523,969) | |
Net cash (used in) provided by financing activities | 117,551,031 | (97,875,714) |
NET CHANGE IN CASH | 507,906 | (419,659) |
Cash - Beginning of period | 507,906 | |
Cash - End of period | 507,906 | 88,247 |
Non-cash investing and financing activities: | ||
Accretion of common stock to redemption value | 8,856,041 | 1,422,275 |
Deferred underwriting commissions | 4,025,000 | 4,025,000 |
Cash remitted to Trust Account for term extension | $ 125,000 |
NATURE OF THE BUSINESS
NATURE OF THE BUSINESS | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
NATURE OF THE BUSINESS | NOTE 1 – NATURE OF THE BUSINESS WinVest Acquisition Corp. (“WinVest,” or the “Company”) was incorporated in the State of Delaware on March 1, 2021. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination (the “Initial Business Combination”) with one or more businesses or entities. The Company has selected December 31 as its fiscal year end. Throughout this report, the terms “our,” “we,” “us,” and the “Company” refer to WinVest Acquisition Corp. As of December 31, 2022, the Company had not commenced core operations. All activity for the period from March 1, 2021 (inception) through December 31, 2022 relates to the Company’s formation and raising funds through the initial public offering (“Initial Public Offering”), which is described below. The Company will not generate any operating revenues until after the completion of an Initial Business Combination, at the earliest. The Company generates non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering. The registration statement pursuant to which the Company registered its securities offered in the Initial Public Offering was declared effective on September 14, 2021. On September 17, 2021, the Company consummated its Initial Public Offering of 10,000,000 0.0001 11.50 10.00 100,000,000 Simultaneously with the consummation of the Initial Public Offering and the issuance and sale of the Units, the Company completed the private sale of 10,000,000 0.50 5,000,000 Each Private Placement Warrant entitles the holders to purchase one-half of one share of Common Stock at a price of $ 11.50 On September 23, 2021, the underwriters fully exercised the over-allotment option and purchased an additional 1,500,000 15,000,000 900,000 0.50 450,000 116,150,000 Following the closing of the Initial Public Offering on September 17, 2021, and the underwriters’ exercise of their over-allotment option in full on September 23, 2021, an aggregate amount of $ 116,150,000 We initially had 15 months from the closing of the Initial Public Offering of September 17, 2021 to consummate our Initial Business Combination. However, as we did not consummate our Initial Business Combination within 15 months, by resolution of our board of directors and upon request of our Sponsor, we elected to extend the period of time to consummate an Initial Business Combination up to five times, each by an additional one month (for a total of up to 21 months to complete an Initial Business Combination), subject to the deposit of additional funds into the Trust Account by our Sponsor or its affiliates or designees as set out below. Our stockholders will not be entitled to vote or redeem their shares in connection with any such extension. Pursuant to the terms of our amended and restated certificate of incorporation, in order for the time available for us to consummate our Initial Business Combination to be extended, our Sponsor or its affiliates or designees, upon five days’ advance notice prior to the applicable deadline, must deposit into the Trust Account $ 125,000 100 100,000 On November 30, 2022, we held a special meeting of stockholders (the “Extension Meeting”) to approve (i) an amendment to the Company’s amended and restated certificate of incorporation (the “Charter Amendment”) to extend the date (the “Termination Date”) by which the Company must consummate an Initial Business Combination from December 17, 2022 (the “Original Termination Date”) to January 17, 2023 (the “Charter Extension Date”), and to allow the Company, without another stockholder vote, to elect to extend the Termination Date on a monthly basis for up to five times by an additional one month each time after the Charter Extension Date, by resolution of the Company’s board of directors, if requested by our Sponsor, and upon five days’ advance notice prior to the applicable Termination Date, until June 17, 2023, or a total of up to six months after the Original Termination Date, unless the closing of the Initial Business Combination shall have occurred prior thereto (the “Extension Amendment Proposal”), and (ii) a proposal to adjourn the Extension Meeting, if necessary, in the event there were insufficient shares of the Company’s common stock, represented to constitute a quorum at the Extension Meeting or approve the Extension Amendment Proposal (the “Adjournment Proposal”), each as more fully described in the definitive proxy statement filed by the Company with the Securities and Exchange Commission on November 8, 2022. In connection with the vote to approve the Charter Amendment, the holders of 9,606,887 10.20 98.0 19.3 1,893,113 Accordingly, with the stockholders of the Company having approved the Extension Amendment Proposal on November 30, 2022, on December 5, 2022, the Company issued an unsecured promissory note in the principal amount of $ 750,000 750,000 0.50 The Company has deposited $ 125,000 125,000 No compensation of any kind (including finders’, consulting or other similar fees) will be paid to any of our existing officers, directors, stockholders, or any of their affiliates, prior to, or for any services they render in order to effectuate, the consummation of the Initial Business Combination (regardless of the type of transaction that it is). However, such individuals will receive reimbursement for any out-of-pocket expenses incurred by them in connection with activities on our behalf, such as identifying potential target businesses, performing business due diligence on suitable target businesses and business combinations as well as traveling to and from the offices, plants or similar locations of prospective target businesses to examine their operations. Since the role of present management after our Initial Business Combination is uncertain, we have no ability to determine what remuneration, if any, will be paid to those persons after our Initial Business Combination. Management intends to use any funds available outside of the Trust Account for miscellaneous expenses such as paying fees to consultants to assist us with our search for a target business and for director and officer liability insurance premiums, with the balance being held in reserve in the event due diligence, legal, accounting and other expenses of structuring and negotiating business combinations exceed our estimates, as well as for reimbursement of any out-of-pocket expenses incurred by our insiders, officers and directors in connection with activities on our behalf as described below. The allocation of the net proceeds available to us outside of the Trust Account, along with the interest earned on the funds held in the Trust Account available to us to pay our income and other tax liabilities, represents our best estimate of the intended uses of these funds. In the event that our assumptions prove to be inaccurate, we may reallocate some of such proceeds within the above-described categories. If our estimate of the costs of undertaking due diligence and negotiating our Initial Business Combination is less than the actual amount necessary to do so, or the amount of interest available to us from the Trust Account is insufficient as a result of the current low interest rate environment, we may be required to raise additional capital, the amount, availability and cost of which is currently unascertainable. In this event, we could seek such additional capital through loans or additional investments from our Sponsor or third parties, Our Sponsor and/or founding stockholders may, but are not obligated to, loan us funds as may be required. Such loans would be evidenced by promissory notes that would either be paid upon consummation of our Initial Business Combination, or, at such lender’s discretion. However, our Sponsor and/or founding stockholders are under no obligation to loan us any funds or invest in us. If we are unable to obtain the necessary funds, we may be forced to cease searching for a target business and liquidate without completing our Initial Business Combination. We will likely use substantially all of the net proceeds of the Initial Public Offering, the Private Placement and the sale of the Additional Private Placement Warrants, including the funds held in the Trust Account, in connection with our Initial Business Combination and to pay our expenses relating thereto, including the deferred underwriting discounts and commissions payable to the underwriters in an amount equal to 3.5 To the extent we are unable to consummate an Initial Business Combination, we will pay the costs of liquidation from our remaining assets outside of the Trust Account. If such funds are insufficient, our Sponsor has agreed to pay the funds necessary to complete such liquidation and has agreed not to seek repayment of such expenses. Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic and Russia-Ukraine war on the economy and the capital markets and has concluded that, while it is reasonably possible that such events could have negative effects on the Company’s financial position, results of its operations, and/or search for a target company, the specific impacts are not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of these uncertainties |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND NEW ACCOUNTING STANDARDS | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND NEW ACCOUNTING STANDARDS | NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND NEW ACCOUNTING STANDARDS Basis of Presentation The accompanying financial statements have been prepared and presented in accordance with U.S. GAAP and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“ 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 auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of financial statements in conformity with 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 revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the 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 not have any cash equivalents as of December 31, 2022 and 2021. Marketable Securities Held in Trust Account Following the closing of the Initial Public Offering on September 17, 2021, and the underwriters’ exercise of their over-allotment option in full on September 23, 2021, an aggregate amount of $ 116,150,000 The Company classifies its Marketable Securities as held-to-maturity in accordance with 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 on the accompanying balance sheet and adjusted for the amortization or accretion of premiums or discounts. When the Company’s investments held in the Trust Account are comprised of money market securities, the investments are classified as trading securities. Gains and losses resulting from the change in fair value of these securities is included in interest earned on investments held in the 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 Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that feature redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable shares to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable shares are effected by charges against additional paid-in capital and accumulated deficit. Public and Private Warrants We account for our Public Warrants and Private Placement Warrants as equity-classified instruments, based on an assessment of the warrant’s specific terms and applicable authoritative guidance in ASC 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own common stock, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. In that respect, the Private Placement Warrants, as well as any warrants underlying additional units the Company issues to the Sponsor, officers, directors, initial stockholders or their affiliates in payment of working capital loans made to the Company, were identical to the warrants underlying the Units offered in the Initial Public Offering. Rights The Company accounts for its Rights as equity-classified instruments based on an assessment of the Rights’ specific terms and applicable authoritative guidance in ASC 480 and ASC 815. The assessment considers whether the Rights are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the Rights meet all the requirements for equity classification under ASC 815, including whether the Rights are indexed to the Company’s own common stock, among other conditions for the equity classification. This assessment, which requires the use of professional judgement, is conducted at the time of Rights issuance. Each Right may be traded separately. If the Company is unable to complete an Initial Business Combination within the required time period and the Company liquidates the funds held in the Trust Account, holders of Rights will not receive any such funds for their Rights, and the Rights will expire worthless. The Company has not considered the effect of Rights sold in the Initial Public Offering and the private placement to purchase shares of common stock, since the exercise of the Rights are contingent upon the occurrence of future events. 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 statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of 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 is subject to income tax examinations by major taxing authorities since inception. 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 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature. Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. U.S. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. 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 2021 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: SCHEDULE OF FAIR VALUE MEASUREMENT ON RECURRING BASIC Fair value measurements at reporting date using: Description Fair Value Quoted Significant Significant Assets: Marketable securities held in Trust Account at December 31, 2022 $ 19,571,562 $ 19,571,562 $ - $ - Marketable securities held in Trust Account at December 31, 2021 $ 116,152,616 $ 116,152,616 $ - $ - In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. Net Loss Per Common Share Net loss per share is computed by dividing net loss by the weighted average number of common shares outstanding during the reporting period. Diluted earnings per share is computed like basic earnings per share, except the weighted average number of common shares outstanding are increased to include additional shares from the assumed exercise of share options, if dilutive. The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, Earnings Per Share. The Statements of Operations include a presentation of income (loss) per redeemable share and income (loss) per non-redeemable share following the two-class method of income per share. In order to determine the Net income (loss) attributable to both the redeemable shares and non-redeemable shares, the Company first considered the total income (loss) allocable to both sets of shares. This is calculated using the total net income (loss) less any dividends paid. For purposes of calculating net income (loss) per share, any remeasurement of the ordinary shares subject to possible redemption was considered to be dividends paid to the public stockholders. Subsequent to calculating the total income (loss) allocable to both sets of shares, the Company split the amount to be allocated using a ratio of 0% for the redeemable public shares and 100% for the non-redeemable shares, reflective of the respective participation rights, for the period from January 1, 2022 through December 31, 2022. The earnings per share presented in the statement of operations is based on the following: For the Year Ended December 31, 2022 and the Period March 1, 2021 (Inception) through December 31, 2021. SCHEDULE OF EARNINGS PER SHARE For the Year Ended December 31, 2022 For the Period March 1, 2021 (Inception) through December 31, 2021 Basic and diluted net loss per share: Numerator: Net income (loss) applicable to Common Shares Subject to Redemption Including Accretion of Temporary Equity $ - $ (181,892 ) Denominator: Weighted-average common shares outstanding, basic and diluted, redeemable shares subject to redemption 1,898,300 3,929,508 Basic and diluted net loss per share, redeemable shares subject to redemption $ - $ (0.05 ) Numerator: Net loss applicable to Non-redeemable Common Shares Including Accretion of Temporary Equity $ (226,632 ) $ (133,080 ) Denominator: Weighted-average common shares outstanding, basic and diluted, non-redeemable shares 2,875,000 2,875,000 Basic and diluted net loss per share, non-redeemable shares $ (0.08 ) $ (0.05 ) The Company has not considered the effect of Warrants and Rights sold in the Initial Public Offering and the private placement to purchase 11,966,667 Recent Accounting Pronouncements In June 2022, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2022-03, Fair Value Measurement (Topic 820) (“ASU 2022-03”). The amendments in ASU 2022-03 clarify that a contractual restriction on the sale of an equity security is not considered part of the unit of account of the equity security and, therefore, is not considered in measuring fair value. The amendments also clarify that an entity cannot, as a separate unit of account, recognize and measure a contractual sale restriction. The amendments in this Update also require additional disclosures for equity securities subject to contractual sale restrictions. The provisions in this Update are effective for fiscal years beginning after December 15, 2023 for public business entities. Early adoption is permitted. The Company does not expect to early adopt this ASU. The Company is currently evaluating the impact of adopting this guidance on the balance sheets, results of operations and cash flows. On August 5, 2020, the FASB issued Accounting Standards Update (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) The Company does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements. |
GOING CONCERN AND MANAGEMENT_S
GOING CONCERN AND MANAGEMENT’S LIQUIDITY PLANS | 12 Months Ended |
Dec. 31, 2022 | |
Going Concern And Managements Liquidity Plans | |
GOING CONCERN AND MANAGEMENT’S LIQUIDITY PLANS | NOTE 3 - GOING CONCERN AND MANAGEMENT’S LIQUIDITY PLANS As of December 31, 2022, the Company had $ 88,247 in its operating bank account and a working capital deficit of $ 248,849 . Our liquidity needs prior to the consummation of the Initial Public Offering had been satisfied through proceeds from advances from a related party, our Sponsor, and from the issuance of common stock. Subsequent to the consummation of the Initial Public Offering, liquidity was satisfied through the net proceeds from the consummation of the Initial Public Offering and the proceeds from the Sponsor’s purchase of Company Private Placement Warrants held outside of our Trust Account. For the year ended December 31, 2022, our net loss was $ 226,632 and cash used in operating activities was $ 534,243 mainly due to cash paid for professional services, including legal, financial reporting, accounting and auditing compliance expenses. We intend to use the funds held outside the trust account, in addition to additional funds we may borrow under the Promissory Note, primarily to pay corporate filing and compliance expenses, identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, structure, negotiate and complete a business combination. Per the terms of the Extension Note, funds available under such note are not restricted for use for extension payments. Based on these available funds outside of the trust account, the Promissory Note and the Extension Note, while we expect that we will have sufficient liquidity through the earlier of the consummation of an initial business combination and June 17, 2023, the actual expenses incurred up to such date may be higher than expected and materially exceed the funds available to us. The accompanying financial statements have been prepared on the basis that we will continue as a going concern, which assumes the realization of assets and the satisfaction of liabilities in the normal course of business. As of December 31, 2022, we had not commenced any operations. All activity for the period from March 1, 2021 (inception) through December 31, 2021 relates to our formation and the Initial Public Offering. All activity for the fiscal year ended December 31, 2022 relates to identifying a target company for a business combination. We will not generate any operating revenues until after the completion of its initial business combination, at the earliest. We will generate non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from the Initial Public Offering. Our ability to commence operations is contingent upon consummating a business combination. Our management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering, although substantially all of the net proceeds are intended to be applied generally toward consummating a business combination. Although management has been successful to date in raising necessary funding, there can be no assurance that any required future financing can be successfully completed. Furthermore, our ability to consummate our initial business combination within the contractual time period is uncertain. We have three months from March 2023 to consummate our business combination with the available extensions, which is 21 months from the closing of our Initial Public Offering, or until June 17, 2023. There is no assurance that we will successfully consummate a business combination by June 17, 2023. Assuming that expenses leading up to the consummation of a business combination do not materially increase and our current available funds outside of the trust account, as well as the approximate amount of $ 177,000 |
INITIAL PUBLIC OFFERING
INITIAL PUBLIC OFFERING | 12 Months Ended |
Dec. 31, 2022 | |
Initial Public Offering | |
INITIAL PUBLIC OFFERING | NOTE 4 – INITIAL PUBLIC OFFERING Pursuant to the Initial Public Offering, on September 17, 2021, the Company sold 10,000,000 10.00 100,000,000 11,500,000 115,000,000 Each Unit consists of one share of common stock, one Right and one Public Warrant. Each Right entitles the holder thereof to receive one-fifteenth (1/15) of one share of common stock upon the consummation of an Initial Business Combination. Each redeemable Public Warrant entitles the holder to purchase one half (1/2) of one share of common stock at a price of $ 11.50 As of December 31, 2022, the Company incurred offering costs of $ 2,923,969 2,400,000 523,969 4,025,000 |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Dec. 31, 2022 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 5 – RELATED PARTY TRANSACTIONS Sponsor Shares On March 16, 2021, our Sponsor purchased 2,875,000 25,000 Prior to the effective date of our registration statement, the Company entered into agreements with its directors in connection with their board service and certain members of its advisory board in connection with their advisory board service for its sponsor to transfer an aggregate of 277,576 60,000 337,576 34 Private Placement Warrants Our Sponsor purchased from us an aggregate of 10,900,000 0.50 5,450,000 3,450,000 10.10 As previously disclosed, on December 5, 2022, the Company issued an unsecured promissory note in the principal amount of $ 750,000 750,000 0.50 Related Party Advances In order to finance transaction costs in connection with an Initial Business Combination, the Sponsor advanced funds to the Company totaling $ 220,317 0 Promissory Note – Related Party Based upon the December 5, 2022 Note, upon the consummation of an Initial Business Combination, the Sponsor may elect to convert any portion or all of the amount outstanding under the Promissory Note into private warrants to purchase shares of the Company’s common stock, at a conversion price of $ 0.50 Derivatives and Hedging Contingencies Distinguishing Liabilities from Equity Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40). Prior to any Business Combination, the outstanding amounts under the Note are recorded as a liability on the balance sheet. The conversion feature for any such outstanding amounts requires liability treatment on the balance sheet and should be recorded at fair value with changes to the fair value being recorded through the income statement. Once converted, the Private Warrants, being identical to the Public Warrants, will be classified under equity treatment. However, given that the fair value of such conversion feature is not material as of the first drawdown date, or December 5, 2022, and the reporting date, or December 31, 2022, management has not recorded any such adjustment to the Company’s financial statements. On March 16, 2021, the Company issued an unsecured promissory note to the Sponsor (extended by amendment in March 2022 to the consummation of an initial business combination) (the “Promissory Note”), pursuant to which the Company could borrow up to an aggregate principal amount of $ 300,000 , of which $ 0 was outstanding under the Promissory Note as of December 31, 2021 and 2022. On February 14, 2023, the Company effected the first drawdown of $ 38,000 under the 10,000 58,500 16,500 0.50 per warrant, and each warrant will entitle the holder to acquire one-half share of the Company’s common stock at an exercise price of $ 11.50 per share, commencing on the date of the Initial Business Combination of the Company, and otherwise on the terms of the Private Placement Warrants. Administrative Support Agreement The Company entered into an agreement to pay our Sponsor a monthly fee of $ 10,000 107,000 |
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 are entitled to registration rights pursuant to a registration rights agreement signed on the effective date of the Initial Public Offering. The holders of the majority of these securities are entitled to make up to three demands that the Company register such securities. The holders of the majority of the Founder Shares can elect to exercise these registration rights at any time commencing three months prior to the date on which the Founder Shares are to be released from escrow. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to our consummation of our Initial Business Combination. Underwriting Agreement The Company granted the underwriters a 45-day option from the date of its prospectus to purchase up to 1,500,000 1,500,000 15,000,000 The underwriters received a cash underwriting discount of $ 0.20 2,300,000 100,000 Finder’s Fee Agreement On July 12, 2022, the Company entered into a finder’s fee agreement with a third-party finder (“Finder”), payable only upon the successful consummation of the Finder’s identification of merger target companies which shall occur only if the merger target companies are identified and introduced by the Finder and acknowledged by the Company in writing during the retention period, which shall be 1 year after origination and will continue for 1 year after such period, unless terminated earlier, and provided an Initial Business Combination is consummated with a merger target company identified within such period. For purposes of the agreement, the finder’s fee shall be calculated as 1 Agent Agreement On July 19, 2022, the Company entered an agent agreement with a FINRA registered broker-dealer (“Agent”), by which the Company engaged the Agent as its non-exclusive agent to use commercially reasonable efforts to refer the Company to potential target companies for an Initial Business Combination. If the Company completes a transaction with any such target company referred to by the Agent within 18 months after such referral, the Agent shall be paid a success fee based upon the transaction value, which shall become due and payable concurrently with the Initial Business Combination. Chardan Capital Markets, LLC. M&A / Capital Markets Advisory Agreement On July 23, 2022, the Company entered a M&A/Capital Markets Advisory Agreement (“M&A Agreement”) with Chardan Capital Markets, LLC, (“Chardan”) by which Chardan shall assist and advise the Company in completing an Initial Business Combination. In the event an Initial Business Combination is consummated during the term of this Agreement, the Company shall pay to Chardan at the closing of the Initial Business Combination the M&A Fee. If the M&A Agreement specifies that the M&A Fee is to be based on the “Aggregate Value” of an Initial Business Combination, such term means, without duplication, an amount equal to the sum of the aggregate value of any securities issued, promissory notes delivered by the Company to a target company in connection with an Initial Business Combination, and any other cash and non-cash consideration (using such values as set forth in such Initial Business Combination’s definitive agreement) delivered and paid in connection with an Initial Business Combination, and the amount of all debt and debt-like instruments of the Targets immediately prior to closing that (a) are assumed or acquired by the Company or (b) retired or defeased in connection with such Business Combination less any amounts of Financing that are the basis of a Financing Fee. Even if an Initial Business Combination is not consummated prior to the expiration or termination of the M&A Agreement, Chardan shall be entitled to the full M&A Fee with respect to any transaction consummated involving an Introduced Party that occurs within 18 months of the expiration or termination of the M&A Agreement or within 12 months of the expiration or termination of the M&A Agreement for any party not deemed an introduced party by Chardan. In the event an Initial Business Combination is consummated involving a party other than an introduced party by Chardan, the Company will pay to Chardan an M&A Fee equal to the greater of $ 800,000 1 ● 3% of the first $ 100 ● 2% of the aggregate value greater than $ 100 200 ● 1% of the aggregate value greater than $ 200 The M&A Fee will be paid either in cash out of the flow of funds from the trust account or in registered and free trading securities of the Company, as the parties may agree. The Company will pay a cash fee equal to 5 1 The Company will pay Chardan up to $ 150,000 As of December 31, 2022 and 2021, the Company recorded deferred underwriting commissions of $ 4,025,000 |
COMMON STOCK SUBJECT TO POSSIBL
COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION | 12 Months Ended |
Dec. 31, 2022 | |
Common Stock Subject To Possible Redemption | |
COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION | NOTE 7 – COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION The Company’s common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet. The following is a reconciliation of the Company’s common stock subject to possible redemption as of December 31, 2022 and 2021. SCHEDULE OF COMMON STOCK REDEMPTION Common Shares Gross proceeds from initial public offering $ 115,000,000 Less: Offering costs allocated to common stock subject to possible redemption (6,498,541 ) Proceeds allocated to public warrants (2,357,500 ) Plus: Deposit to Trust Account from private placement 1,150,000 Accretion on common stock subject to possible redemption 8,856,041 Balance, December 31, 2021 116,150,000 Accretion on common stock subject to possible redemption 1,422,276 Redemption of common stock (98,000,714 ) Balance, December 31, 2022 $ 19,571,562 |
STOCKHOLDERS_ DEFICIT
STOCKHOLDERS’ DEFICIT | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
STOCKHOLDERS’ DEFICIT | NOTE 8 – STOCKHOLDERS’ DEFICIT Common Stock The Company’s amended and restated certificate of incorporation authorizes the issuance of 100,000,000 0.0001 1,000,000 0.0001 In March 2021, the Company issued 2,875,000 0.01 25,000 no Rights The registration statement pursuant to which the Company registered its securities offered in the Initial Public Offering was declared effective on September 14, 2021. On September 17, 2021, the Company consummated its Initial Public Offering of 10,000,000 0.0001 11.50 Public Warrants Each redeemable warrant entitles the registered holder to purchase one half of one share of common stock at a price of $ 11.50 The Company may call the outstanding warrants for redemption (excluding the Private Placement Warrants and warrants underlying the units that may be issued upon conversion of working capital loans), in whole and not in part, at a price of $ 0.01 ● at any time while the warrants are exercisable; ● upon not less than 30 days’ prior written notice of redemption to each warrant holder; ● if, and only if, the reported last sale price of the shares of common stock equals or exceeds $ 16.50 ● if, and only if, there is a current registration statement in effect with respect to the shares of common stock underlying such warrants at the time of redemption and for the entire 30-day trading period referred to above and continuing each day thereafter until the date of redemption. The right to exercise will be forfeited unless the warrants are exercised prior to the date specified in the notice of redemption. On and after the redemption date, a record holder of a warrant will have no further rights except to receive the redemption price for such holder’s warrant upon surrender of such warrant. The redemption criteria for our warrants have been established at a price which is intended to provide warrant holders a reasonable premium to the initial exercise price and provide a sufficient differential between the then-prevailing share price and the warrant exercise price so that if the share price declines as a result of our redemption call, the redemption will not cause the share price to drop below the exercise price of the warrants. If the Company calls the warrants for redemption as described above, management of the Company will have the option to require all holders that wish to exercise warrants to do so on a “cashless basis.” In addition, if (x) the Company issues additional shares of Common Stock or equity-linked securities for capital raising purposes in connection with the closing of the Initial Business Combination at an issue price or effective issue price of less than $ 9.50 9.50 The Private Placement Warrants, as well as any warrants underlying additional units the Company issues to the Sponsor, officers, directors, initial stockholders or their affiliates in payment of working capital loans made to the Company, will be identical to the warrants underlying the Units being offered in the Initial Public Offering. |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | NOTE 9 – INCOME TAXES The income tax provision for the years ended December 31, 2022 and 2021 was as follows: SCHEDULE OF INCOME TAX 2022 2021 December 31, 2022 2021 Current: U.S. federal $ 241,000 $ - State and local 73,000 - Current total 314,000 - Deferred: U.S. federal (222,850 ) (66,144 ) State and local (67,100 ) (19,906 ) Deferred total (289,950 ) (86,050 ) Change in valuation allowance 289,950 86,050 Provision for income taxes $ 314,000 $ - A reconciliation of the federal income tax rates to the Company’s effective tax rates for the years ended December 31, 2022 and 2021 consist of the following: SCHEDULE OF EFFECTIVE INCOME TAX RATE RECONCILIATION 2022 2021 U.S. federal statutory rate 21.0 % 21.0 % Effects of: State taxes, net of federal benefit 6.3 % 6.3 % Change in valuation allowance 331.8 % (27.3 )% Effective rate 359.1 % -% Significant components of the Company’s deferred tax assets as of December 31, 2022 and 2021 are summarized below. SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES 2022 2021 Deferred tax asset: Net operating losses $ - $ 16,507 Organization costs/startup costs 376,000 69,543 Total deferred tax asset 376,000 86,050 Less valuation allowance (376,000 ) (86,050 ) Net deferred income tax liability $ - $ - The Company recognizes deferred tax assets to the extent that it believes that these assets are more likely than not to be realized. In making such a determination, the Company considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, and results of recent operations. The Company assessed the need for a valuation allowance of $ 376,000 86,050 289,950 86,050 The Company has evaluated its income tax positions and has determined that it does not have any uncertain tax positions. The Company will recognize interest and penalties related to any uncertain tax positions through its income tax expense. The Company files income tax returns in the U.S., Delaware and Massachusetts jurisdictions and is subject to examination by the various taxing authorities since inception. The Company is subject to franchise tax filing requirements in the State of Delaware. On August 16, 2022, President Biden signed into law the Inflation Reduction Act of 2022 ,which includes a 15% minimum tax on the adjusted financial statement income of corporations with a three taxable year average annual adjusted financial statement income in excess of $1 billion, a 1% excise tax on net stock repurchases made by publicly traded US corporations and several tax incentives to promote clean energy. The alternative minimum tax and the excise tax are effective in taxable years beginning after December 31, 2022. While these tax law changes have no immediate effect and are not expected to have a material adverse effect on our results of operations going forward, we will continue to evaluate its impact as further information becomes available. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2022 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 10 – SUBSEQUENT EVENTS Management 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, other than as set forth below, management did not identify any subsequent events that would have required adjustment or disclosure in the financial statements. Extension Note Drawdown On January 12, 2023, the Company effected the second drawdown of $ 125,000 On February 13, 2023, the Company effected the third drawdown of $ 125,000 125,000 Promissory Note Drawdown On February 14, 2023, the Company effected the first drawdown of $ 38,000 under the Promissory Note . On February 21, 2023, the Company effected the second drawdown of $ 10,000 58,500 under the Promissory Note . On March 28, 2023, the Company effected the fourth drawdown of $ 16,500 under the Promissory Note. These amounts remain outstanding as of March 31, 2023. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND NEW ACCOUNTING STANDARDS (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying financial statements have been prepared and presented in accordance with U.S. GAAP and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“ |
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 auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and 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 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 revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the 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 not have any cash equivalents as of December 31, 2022 and 2021. |
Marketable Securities Held in Trust Account | Marketable Securities Held in Trust Account Following the closing of the Initial Public Offering on September 17, 2021, and the underwriters’ exercise of their over-allotment option in full on September 23, 2021, an aggregate amount of $ 116,150,000 The Company classifies its Marketable Securities as held-to-maturity in accordance with 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 on the accompanying balance sheet and adjusted for the amortization or accretion of premiums or discounts. When the Company’s investments held in the Trust Account are comprised of money market securities, the investments are classified as trading securities. Gains and losses resulting from the change in fair value of these securities is included in interest earned on investments held in the 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 Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that feature redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable shares to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable shares are effected by charges against additional paid-in capital and accumulated deficit. |
Public and Private Warrants | Public and Private Warrants We account for our Public Warrants and Private Placement Warrants as equity-classified instruments, based on an assessment of the warrant’s specific terms and applicable authoritative guidance in ASC 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own common stock, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. In that respect, the Private Placement Warrants, as well as any warrants underlying additional units the Company issues to the Sponsor, officers, directors, initial stockholders or their affiliates in payment of working capital loans made to the Company, were identical to the warrants underlying the Units offered in the Initial Public Offering. |
Rights | Rights The Company accounts for its Rights as equity-classified instruments based on an assessment of the Rights’ specific terms and applicable authoritative guidance in ASC 480 and ASC 815. The assessment considers whether the Rights are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the Rights meet all the requirements for equity classification under ASC 815, including whether the Rights are indexed to the Company’s own common stock, among other conditions for the equity classification. This assessment, which requires the use of professional judgement, is conducted at the time of Rights issuance. Each Right may be traded separately. If the Company is unable to complete an Initial Business Combination within the required time period and the Company liquidates the funds held in the Trust Account, holders of Rights will not receive any such funds for their Rights, and the Rights will expire worthless. The Company has not considered the effect of Rights sold in the Initial Public Offering and the private placement to purchase shares of common stock, since the exercise of the Rights are contingent upon the occurrence of future events. |
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 statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of 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 is subject to income tax examinations by major taxing authorities since inception. |
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 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature. |
Fair Value Measurements | Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. U.S. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. 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 2021 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: SCHEDULE OF FAIR VALUE MEASUREMENT ON RECURRING BASIC Fair value measurements at reporting date using: Description Fair Value Quoted Significant Significant Assets: Marketable securities held in Trust Account at December 31, 2022 $ 19,571,562 $ 19,571,562 $ - $ - Marketable securities held in Trust Account at December 31, 2021 $ 116,152,616 $ 116,152,616 $ - $ - In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. |
Net Loss Per Common Share | Net Loss Per Common Share Net loss per share is computed by dividing net loss by the weighted average number of common shares outstanding during the reporting period. Diluted earnings per share is computed like basic earnings per share, except the weighted average number of common shares outstanding are increased to include additional shares from the assumed exercise of share options, if dilutive. The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, Earnings Per Share. The Statements of Operations include a presentation of income (loss) per redeemable share and income (loss) per non-redeemable share following the two-class method of income per share. In order to determine the Net income (loss) attributable to both the redeemable shares and non-redeemable shares, the Company first considered the total income (loss) allocable to both sets of shares. This is calculated using the total net income (loss) less any dividends paid. For purposes of calculating net income (loss) per share, any remeasurement of the ordinary shares subject to possible redemption was considered to be dividends paid to the public stockholders. Subsequent to calculating the total income (loss) allocable to both sets of shares, the Company split the amount to be allocated using a ratio of 0% for the redeemable public shares and 100% for the non-redeemable shares, reflective of the respective participation rights, for the period from January 1, 2022 through December 31, 2022. The earnings per share presented in the statement of operations is based on the following: For the Year Ended December 31, 2022 and the Period March 1, 2021 (Inception) through December 31, 2021. SCHEDULE OF EARNINGS PER SHARE For the Year Ended December 31, 2022 For the Period March 1, 2021 (Inception) through December 31, 2021 Basic and diluted net loss per share: Numerator: Net income (loss) applicable to Common Shares Subject to Redemption Including Accretion of Temporary Equity $ - $ (181,892 ) Denominator: Weighted-average common shares outstanding, basic and diluted, redeemable shares subject to redemption 1,898,300 3,929,508 Basic and diluted net loss per share, redeemable shares subject to redemption $ - $ (0.05 ) Numerator: Net loss applicable to Non-redeemable Common Shares Including Accretion of Temporary Equity $ (226,632 ) $ (133,080 ) Denominator: Weighted-average common shares outstanding, basic and diluted, non-redeemable shares 2,875,000 2,875,000 Basic and diluted net loss per share, non-redeemable shares $ (0.08 ) $ (0.05 ) The Company has not considered the effect of Warrants and Rights sold in the Initial Public Offering and the private placement to purchase 11,966,667 |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In June 2022, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2022-03, Fair Value Measurement (Topic 820) (“ASU 2022-03”). The amendments in ASU 2022-03 clarify that a contractual restriction on the sale of an equity security is not considered part of the unit of account of the equity security and, therefore, is not considered in measuring fair value. The amendments also clarify that an entity cannot, as a separate unit of account, recognize and measure a contractual sale restriction. The amendments in this Update also require additional disclosures for equity securities subject to contractual sale restrictions. The provisions in this Update are effective for fiscal years beginning after December 15, 2023 for public business entities. Early adoption is permitted. The Company does not expect to early adopt this ASU. The Company is currently evaluating the impact of adopting this guidance on the balance sheets, results of operations and cash flows. On August 5, 2020, the FASB issued Accounting Standards Update (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) The Company does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND NEW ACCOUNTING STANDARDS (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
SCHEDULE OF FAIR VALUE MEASUREMENT ON RECURRING BASIC | 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 2021 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: SCHEDULE OF FAIR VALUE MEASUREMENT ON RECURRING BASIC Fair value measurements at reporting date using: Description Fair Value Quoted Significant Significant Assets: Marketable securities held in Trust Account at December 31, 2022 $ 19,571,562 $ 19,571,562 $ - $ - Marketable securities held in Trust Account at December 31, 2021 $ 116,152,616 $ 116,152,616 $ - $ - |
SCHEDULE OF EARNINGS PER SHARE | The earnings per share presented in the statement of operations is based on the following: For the Year Ended December 31, 2022 and the Period March 1, 2021 (Inception) through December 31, 2021. SCHEDULE OF EARNINGS PER SHARE For the Year Ended December 31, 2022 For the Period March 1, 2021 (Inception) through December 31, 2021 Basic and diluted net loss per share: Numerator: Net income (loss) applicable to Common Shares Subject to Redemption Including Accretion of Temporary Equity $ - $ (181,892 ) Denominator: Weighted-average common shares outstanding, basic and diluted, redeemable shares subject to redemption 1,898,300 3,929,508 Basic and diluted net loss per share, redeemable shares subject to redemption $ - $ (0.05 ) Numerator: Net loss applicable to Non-redeemable Common Shares Including Accretion of Temporary Equity $ (226,632 ) $ (133,080 ) Denominator: Weighted-average common shares outstanding, basic and diluted, non-redeemable shares 2,875,000 2,875,000 Basic and diluted net loss per share, non-redeemable shares $ (0.08 ) $ (0.05 ) |
COMMON STOCK SUBJECT TO POSSI_2
COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Common Stock Subject To Possible Redemption | |
SCHEDULE OF COMMON STOCK REDEMPTION | The following is a reconciliation of the Company’s common stock subject to possible redemption as of December 31, 2022 and 2021. SCHEDULE OF COMMON STOCK REDEMPTION Common Shares Gross proceeds from initial public offering $ 115,000,000 Less: Offering costs allocated to common stock subject to possible redemption (6,498,541 ) Proceeds allocated to public warrants (2,357,500 ) Plus: Deposit to Trust Account from private placement 1,150,000 Accretion on common stock subject to possible redemption 8,856,041 Balance, December 31, 2021 116,150,000 Accretion on common stock subject to possible redemption 1,422,276 Redemption of common stock (98,000,714 ) Balance, December 31, 2022 $ 19,571,562 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
SCHEDULE OF INCOME TAX | The income tax provision for the years ended December 31, 2022 and 2021 was as follows: SCHEDULE OF INCOME TAX 2022 2021 December 31, 2022 2021 Current: U.S. federal $ 241,000 $ - State and local 73,000 - Current total 314,000 - Deferred: U.S. federal (222,850 ) (66,144 ) State and local (67,100 ) (19,906 ) Deferred total (289,950 ) (86,050 ) Change in valuation allowance 289,950 86,050 Provision for income taxes $ 314,000 $ - |
SCHEDULE OF EFFECTIVE INCOME TAX RATE RECONCILIATION | A reconciliation of the federal income tax rates to the Company’s effective tax rates for the years ended December 31, 2022 and 2021 consist of the following: SCHEDULE OF EFFECTIVE INCOME TAX RATE RECONCILIATION 2022 2021 U.S. federal statutory rate 21.0 % 21.0 % Effects of: State taxes, net of federal benefit 6.3 % 6.3 % Change in valuation allowance 331.8 % (27.3 )% Effective rate 359.1 % -% |
SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES | Significant components of the Company’s deferred tax assets as of December 31, 2022 and 2021 are summarized below. SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES 2022 2021 Deferred tax asset: Net operating losses $ - $ 16,507 Organization costs/startup costs 376,000 69,543 Total deferred tax asset 376,000 86,050 Less valuation allowance (376,000 ) (86,050 ) Net deferred income tax liability $ - $ - |
NATURE OF THE BUSINESS (Details
NATURE OF THE BUSINESS (Details Narrative) - USD ($) | 9 Months Ended | 10 Months Ended | 12 Months Ended | ||||||||
Nov. 30, 2022 | Sep. 27, 2021 | Sep. 23, 2021 | Sep. 17, 2021 | Mar. 16, 2021 | Dec. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2022 | Feb. 16, 2023 | Jan. 17, 2023 | Dec. 05, 2022 | |
Number of common shares issued | 10,000,000 | ||||||||||
Common stock shares, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||
Exercise price | 11.50 | ||||||||||
Sale of stock price per share | $ 10 | ||||||||||
Gross proceeds | $ 100,000,000 | $ 25,000 | |||||||||
Proceeds from issuance initial public offering | $ 116,150,000 | $ 112,600,000 | |||||||||
Interest to pay | $ 100,000 | ||||||||||
Redemption price per share | $ 11.50 | ||||||||||
Percentage of deferred underwriting discounts and commissions payable to underwriters | 3.50% | ||||||||||
Common Stock [Member] | |||||||||||
Number of common shares issued | 2,875,000 | ||||||||||
Charter Amendment [Member] | Subsequent Event [Member] | |||||||||||
Deposits in trust account | $ 125,000 | ||||||||||
Additional deposits in trust account | $ 125,000 | ||||||||||
Charter Amendment [Member] | Common Stock [Member] | |||||||||||
Number of common shares issued | 9,606,887 | ||||||||||
Redemption price per share | $ 10.20 | ||||||||||
Redemption amount | $ 98,000,000 | ||||||||||
Amount held in trust account | $ 19,300,000 | ||||||||||
Number of shares outstanding | 1,893,113 | ||||||||||
Extension Amendment Proposal [Member] | Common Stock [Member] | |||||||||||
Principal amount | $ 750,000 | ||||||||||
Loan | $ 750,000 | ||||||||||
Win Vest SPAC LLC [Member] | |||||||||||
Investment of cash in trust account | $ 125,000 | ||||||||||
Outstanding public shares redeemed percentage | 100% | ||||||||||
Private Placement Warrants [Member] | |||||||||||
Exercise price | 11.50 | $ 0.50 | |||||||||
Sale of stock price per share | $ 0.50 | $ 10.10 | |||||||||
Sale of stock number of shares issued in transaction | 10,000,000 | 10,900,000 | |||||||||
Proceeds from issuance of private placement | $ 5,000,000 | ||||||||||
Investment of cash in trust account | $ 3,450,000 | ||||||||||
Private Placement Warrants [Member] | Common Stock [Member] | Subsequent Event [Member] | |||||||||||
Exercise price | $ 11.50 | ||||||||||
Over-Allotment Option [Member] | |||||||||||
Sale of stock price per share | $ 0.20 | ||||||||||
Sale of stock number of shares issued in transaction | 11,500,000 | ||||||||||
Stock issued during period shares stock options exercised | 1,500,000 | ||||||||||
Proceeds from stock options exercised | $ 15,000,000 | ||||||||||
Additional Private Placement Warrants [Member] | |||||||||||
Sale of stock price per share | $ 0.50 | ||||||||||
Sale of stock number of shares issued in transaction | 900,000 | ||||||||||
Proceeds from issuance of private placement | $ 450,000 | ||||||||||
Proceeds from issuance initial public offering | $ 116,150,000 | ||||||||||
Initial Public Offering [Member] | |||||||||||
Proceeds from issuance initial public offering | $ 116,150,000 | ||||||||||
Private Placement [Member] | Extension Amendment Proposal [Member] | Common Stock [Member] | |||||||||||
Conversion price per share | $ 0.50 |
SCHEDULE OF FAIR VALUE MEASUREM
SCHEDULE OF FAIR VALUE MEASUREMENT ON RECURRING BASIC (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Defined Benefit Plan Disclosure [Line Items] | ||
Marketable securities held in Trust Account | $ 19,571,562 | $ 116,152,616 |
Fair Value, Inputs, Level 1 [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Marketable securities held in Trust Account | 19,571,562 | 116,152,616 |
Fair Value, Inputs, Level 2 [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Marketable securities held in Trust Account | ||
Fair Value, Inputs, Level 3 [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Marketable securities held in Trust Account |
SCHEDULE OF EARNINGS PER SHARE
SCHEDULE OF EARNINGS PER SHARE (Details) - USD ($) | 10 Months Ended | 12 Months Ended |
Dec. 31, 2021 | Dec. 31, 2022 | |
Basic and diluted net loss per share: | ||
Net income (loss) applicable to Common Shares Subject to Redemption Including Accretion of Temporary Equity | $ (181,892) | |
Weighted-average common shares outstanding, basic and diluted, redeemable shares subject to redemption | 3,929,508 | 1,898,300 |
Basic and diluted net loss per share, redeemable shares subject to redemption | $ (0.05) | |
Net loss applicable to Non-redeemable Common Shares Including Accretion of Temporary Equity | $ (133,080) | $ (226,632) |
Weighted-average common shares outstanding, basic and diluted, non-redeemable shares | 2,875,000 | 2,875,000 |
Basic and diluted net loss per share, non-redeemable shares | $ (0.05) | $ (0.08) |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND NEW ACCOUNTING STANDARDS (Details Narrative) - USD ($) | 10 Months Ended | 12 Months Ended | |
Sep. 17, 2021 | Dec. 31, 2021 | Dec. 31, 2022 | |
Accounting Policies [Abstract] | |||
Proceeds from initial public offering | $ 116,150,000 | $ 112,600,000 | |
Cash, FDIC insured amount | $ 250,000 | ||
Shares purchased | 11,966,667 |
GOING CONCERN AND MANAGEMENT__2
GOING CONCERN AND MANAGEMENT’S LIQUIDITY PLANS (Details Narrative) - USD ($) | 9 Months Ended | 10 Months Ended | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2022 | Mar. 16, 2021 | |
Short-Term Debt [Line Items] | ||||
Cash | $ 507,906 | $ 507,906 | $ 88,247 | |
[custom:WorkingCapital] | 248,849 | |||
Net Income (Loss) Attributable to Parent | $ 314,972 | 314,972 | 226,632 | |
Net Cash Provided by (Used in) Operating Activities | $ 893,125 | 534,243 | ||
Promissory Note [Member] | ||||
Short-Term Debt [Line Items] | ||||
Debt instrument face amount | $ 177,000 | $ 300,000 |
INITIAL PUBLIC OFFERING (Detail
INITIAL PUBLIC OFFERING (Details Narrative) - USD ($) | 12 Months Ended | |||
Sep. 23, 2021 | Sep. 17, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Subsidiary, Sale of Stock [Line Items] | ||||
Sale of stock price per share | $ 10 | |||
Warrant price per shares | $ 11.50 | |||
Deferred offering costs | $ 2,923,969 | |||
Underwriting expense | 2,400,000 | |||
Deferred underwriting commissions | 4,025,000 | $ 4,025,000 | ||
IPO [Member] | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Sale of stock number of shares issued in transaction | 10,000,000 | |||
Sale of stock price per share | $ 10 | |||
Sale of stock consideration received on transaction | $ 100,000,000 | |||
Sale of stock, description of transaction | Each Unit consists of one share of common stock, one Right and one Public Warrant. Each Right entitles the holder thereof to receive one-fifteenth (1/15) of one share of common stock upon the consummation of an Initial Business Combination. Each redeemable Public Warrant entitles the holder to purchase one half (1/2) of one share of common stock at a price of $11.50 per full share, subject to adjustment | |||
Deferred offering costs | $ 523,969 | |||
Over-Allotment Option [Member] | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Sale of stock number of shares issued in transaction | 11,500,000 | |||
Sale of stock price per share | $ 0.20 | |||
Sale of stock consideration received on transaction | $ 2,300,000 | |||
Increase of sale of stock consideration received on transaction | $ 115,000,000 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | 9 Months Ended | 10 Months Ended | 12 Months Ended | ||||||||||
Mar. 28, 2023 | Mar. 15, 2023 | Feb. 21, 2023 | Feb. 16, 2023 | Feb. 14, 2023 | Feb. 13, 2023 | Jan. 12, 2023 | Dec. 05, 2022 | Sep. 17, 2021 | Mar. 16, 2021 | Dec. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2022 | |
Related Party Transaction [Line Items] | |||||||||||||
Stock issued during period, shares | 10,000,000 | ||||||||||||
Stock issued during period, value | $ 25,000 | ||||||||||||
Warrant exercise price | $ 11.50 | ||||||||||||
Issuance of warrants, value | $ 5,450,000 | ||||||||||||
Sale of stock price per share | 10 | ||||||||||||
Advances from related party | 220,317 | 220,317 | |||||||||||
Conversion price | $ 0.50 | ||||||||||||
Professional fees | 10,000 | ||||||||||||
Related party payables | 107,000 | ||||||||||||
Promissory Note [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Advances from related party | 0 | $ 0 | $ 0 | ||||||||||
Warrant [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Warrant exercise price | $ 0.01 | ||||||||||||
Common Stock [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Stock issued during period, shares | 2,875,000 | ||||||||||||
Stock issued during period, value | 288 | ||||||||||||
Capital contribution for transfer of founder shares to directors and advisors, shares | (337,576) | ||||||||||||
Sponsor [Member] | Administrative Support Agreement [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Related party payables | $ 107,000 | ||||||||||||
Promissory Note [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Principal amount | $ 300,000 | $ 177,000 | |||||||||||
Advances from related party | $ 0 | $ 0 | |||||||||||
Promissory Note First Drawdown [Member] | Subsequent Event [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Promissory note drawdown | $ 38,000 | ||||||||||||
Promissory Note Second Drawdown [Member] | Subsequent Event [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Promissory note drawdown | $ 10,000 | $ 125,000 | |||||||||||
Promissory Note Third Drawdown [Member] | Subsequent Event [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Promissory note drawdown | $ 58,500 | $ 125,000 | |||||||||||
Promissory Note Fourth Drawdown [Member] | Subsequent Event [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Promissory note drawdown | $ 16,500 | $ 125,000 | |||||||||||
Private Placement Warrants [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Warrants purchase of common stock, shares | 10,900,000 | ||||||||||||
Warrant exercise price | 11.50 | $ 0.50 | |||||||||||
Issuance of warrants, value | $ 5,450,000 | ||||||||||||
Amount deposit in trust account | $ 3,450,000 | ||||||||||||
Sale of stock price per share | $ 0.50 | $ 10.10 | |||||||||||
Private Placement Warrants [Member] | Subsequent Event [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Conversion price | $ 0.50 | ||||||||||||
Private Placement Warrants [Member] | Common Stock [Member] | Subsequent Event [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Warrant exercise price | $ 11.50 | ||||||||||||
Private Placement Warrants [Member] | Sponsor [Member] | Maximum [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Loan amount | $ 750,000 | ||||||||||||
Private Placement Warrants [Member] | Unsecured Promissory Note [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Principal amount | $ 750,000 | ||||||||||||
Private Placement [Member] | Warrant [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Conversion price per share | $ 0.50 | ||||||||||||
Director [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Stock issued during period, shares issued for services | 277,576 | ||||||||||||
Certain Members [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Stock issued during period, shares issued for services | 60,000 | ||||||||||||
Directors and Certain Members [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Capital contribution for transfer of founder shares to directors and advisors, shares | 337,576 | ||||||||||||
Fair value of shares issued | $ 34 | ||||||||||||
Win Vest SPAC LLC [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Stock issued during period, shares | 2,875,000 | ||||||||||||
Stock issued during period, value | $ 25,000 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) | 12 Months Ended | |||||||
Jul. 23, 2022 | Jul. 12, 2022 | Sep. 27, 2021 | Sep. 23, 2021 | Sep. 23, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Sep. 17, 2021 | |
Loss Contingencies [Line Items] | ||||||||
Sale of stock, price per share | $ 10 | |||||||
Percentage of aggregate sales price of securities sold | 5% | |||||||
Deferred underwriting commissions | $ 4,025,000 | $ 4,025,000 | ||||||
Aggregrate 3% [Member] | ||||||||
Loss Contingencies [Line Items] | ||||||||
Aggregrate value | $ 100,000,000 | |||||||
Aggregrate 3% [Member] | Maximum [Member] | ||||||||
Loss Contingencies [Line Items] | ||||||||
Aggregrate value | 200,000,000 | |||||||
Aggregrate 2% [Member] | Minimum [Member] | ||||||||
Loss Contingencies [Line Items] | ||||||||
Aggregrate value | 100,000,000 | |||||||
Aggregrate 1% [Member] | Minimum [Member] | ||||||||
Loss Contingencies [Line Items] | ||||||||
Aggregrate value | 200,000,000 | |||||||
Chardan [Member] | ||||||||
Loss Contingencies [Line Items] | ||||||||
Management fee | $ 800,000 | |||||||
Percentage of aggregate value of initial public combination | 1% | |||||||
Aggregrate reimbursable out of pocket expenses | $ 150,000 | |||||||
Finders Agreements [Member] | ||||||||
Loss Contingencies [Line Items] | ||||||||
Finders fee percentage | 1% | |||||||
Over-Allotment Option [Member] | ||||||||
Loss Contingencies [Line Items] | ||||||||
Sale private placement warrants | 11,500,000 | |||||||
Sale of stock, price per share | $ 0.20 | |||||||
Stock consideration amount | $ 2,300,000 | |||||||
Payment of offering expenses | $ 100,000 | |||||||
Public or Private Securities [Member] | ||||||||
Loss Contingencies [Line Items] | ||||||||
Percentage of aggregate sales price of securities sold | 1% | |||||||
Underwriters [Member] | ||||||||
Loss Contingencies [Line Items] | ||||||||
Shares for future issuance | 1,500,000 | |||||||
Underwriters [Member] | Over-Allotment Option [Member] | ||||||||
Loss Contingencies [Line Items] | ||||||||
Sale private placement warrants | 1,500,000 | |||||||
Proceeds from sale of stock | $ 15,000,000 |
SCHEDULE OF COMMON STOCK REDEMP
SCHEDULE OF COMMON STOCK REDEMPTION (Details) - USD ($) | 9 Months Ended | 10 Months Ended | 12 Months Ended |
Dec. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2022 | |
Common Stock Subject To Possible Redemption | |||
Gross proceeds from IPO | $ 115,000,000 | ||
Offering costs allocated to common stock subject to possible redemption | (6,498,541) | ||
Proceeds allocated to public warrants | (2,357,500) | ||
Deposit to Trust Account from private placement | 1,150,000 | ||
Accretion on common stock subject to possible redemption | $ 8,856,041 | 8,856,041 | $ 1,422,276 |
Balance, December 31, 2021 | 116,150,000 | ||
Redemption of common stock | (98,000,714) | ||
Balance, December 31, 2022 | $ 116,150,000 | $ 116,150,000 | $ 19,571,562 |
STOCKHOLDERS_ DEFICIT (Details
STOCKHOLDERS’ DEFICIT (Details Narrative) - USD ($) | 1 Months Ended | 9 Months Ended | 12 Months Ended | |
Sep. 17, 2021 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2022 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Common stock, shares authorized | 100,000,000 | 100,000,000 | ||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | ||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | ||
Issuance of common stock to founders for cash, shares | 10,000,000 | |||
Share issued price per share | $ 11.50 | |||
Stock issued during period, value | $ 25,000 | |||
Preferred stock, shares outstanding | 0 | 0 | ||
Exercise price | $ 11.50 | |||
Maximum [Member] | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Share price | $ 9.50 | |||
Public Warrants [Member] | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Share price | 11.50 | |||
IPO [Member] | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Issuance of common stock to founders for cash, shares | 10,000,000 | |||
Description on sale of stock | Each Unit consists of one share of common stock, one Right and one Public Warrant. Each Right entitles the holder thereof to receive one-fifteenth (1/15) of one share of common stock upon the consummation of an Initial Business Combination. Each redeemable Public Warrant entitles the holder to purchase one half (1/2) of one share of common stock at a price of $11.50 per full share, subject to adjustment | |||
Founder Shares [Member] | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Issuance of common stock to founders for cash, shares | 2,875,000 | |||
Share issued price per share | $ 0.01 | |||
Stock issued during period, value | $ 25,000 | |||
Warrant [Member] | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Share price | 16.50 | |||
Exercise price | $ 0.01 | |||
Description on sale of stock | Company issues additional shares of Common Stock or equity-linked securities for capital raising purposes in connection with the closing of the Initial Business Combination at an issue price or effective issue price of less than $9.50 per share of Common Stock (with such issue price or effective issue price to be determined in good faith by the Company’s Board of Directors), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for funding the Initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Common Stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the Initial Business Combination (such price, the “Market Value”) is below $9.50 per share, the Warrant Price shall be adjusted (to the nearest cent) to be equal to 115% of the Market Value, and the last sales price of the Common Stock that triggers the Company’s right to redeem the Warrants pursuant to Section 6.1 below shall be adjusted (to the nearest cent) to be equal to 165% of the Market Value. |
SCHEDULE OF INCOME TAX (Details
SCHEDULE OF INCOME TAX (Details) - USD ($) | 10 Months Ended | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |||
U.S. federal | $ 241,000 | ||
State and local | 73,000 | ||
Current total | 314,000 | ||
U.S. federal | (222,850) | (66,144) | |
State and local | (67,100) | (19,906) | |
Deferred total | (289,950) | (86,050) | |
Change in valuation allowance | $ 86,050 | 289,950 | 86,050 |
Provision for income taxes | $ 314,000 |
SCHEDULE OF EFFECTIVE INCOME TA
SCHEDULE OF EFFECTIVE INCOME TAX RATE RECONCILIATION (Details) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
U.S. federal statutory rate | 21% | 21% |
State taxes, net of federal benefit | 6.30% | 6.30% |
Change in valuation allowance | 331.80% | (27.30%) |
Effective rate | 359.10% |
SCHEDULE OF DEFERRED TAX ASSETS
SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Income Tax Disclosure [Abstract] | ||
Net operating losses | $ 16,507 | |
Organization costs/startup costs | 376,000 | 69,543 |
Total deferred tax asset | 376,000 | 86,050 |
Less valuation allowance | (376,000) | (86,050) |
Net deferred income tax liability |
INCOME TAXES (Details Narrative
INCOME TAXES (Details Narrative) - USD ($) | 10 Months Ended | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |||
Valuation allowance | $ 86,050 | $ 376,000 | $ 86,050 |
Change in valuation allowance | $ 86,050 | $ 289,950 | $ 86,050 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - Subsequent Event [Member] - USD ($) | Mar. 28, 2023 | Mar. 15, 2023 | Feb. 21, 2023 | Feb. 14, 2023 | Feb. 13, 2023 | Jan. 12, 2023 |
Promissory Note Second Drawdown [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Promissory note drawdown | $ 10,000 | $ 125,000 | ||||
Promissory Note Third Drawdown [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Promissory note drawdown | $ 58,500 | $ 125,000 | ||||
Promissory Note Fourth Drawdown [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Promissory note drawdown | $ 16,500 | $ 125,000 | ||||
Promissory Note First Drawdown [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Promissory note drawdown | $ 38,000 |