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 | 001-40734 | ||
Entity Registrant Name | AERWINS Technologies Inc. | ||
Entity Central Index Key | 0001855631 | ||
Entity Tax Identification Number | 86-2049355 | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Address, Address Line One | Shiba Koen Annex 6 f | ||
Entity Address, Address Line Two | 1-8, Shiba Koen 3-chome | ||
Entity Address, Address Line Three | Minato-ku | ||
Entity Address, City or Town | Tokyo | ||
Entity Address, Country | JP | ||
Entity Address, Postal Zip Code | 105-0011 | ||
City Area Code | 813 | ||
Local Phone Number | 6409-6761 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Entity Ex Transition Period | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 116,380,000 | ||
Entity Common Stock, Shares Outstanding | 56,139,855 | ||
Auditor Location | Boston, MA | ||
Auditor Name | Marcum LLP | ||
Auditor Firm ID | 688 | ||
ICFR Auditor Attestation Flag | false | ||
Redeemable Warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50 per share | |||
Title of 12(b) Security | Redeemable Warrants, each whole warrant exercisable for one share of Common Stock at an exercise price of $11.50 per share | ||
Trading Symbol | AWINW | ||
Security Exchange Name | NASDAQ | ||
Common Stock, 0.000001 par value per share [Member] | |||
Title of 12(b) Security | Common Stock, $0.000001 par value per share | ||
Trading Symbol | AWIN | ||
Security Exchange Name | NASDAQ |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Current Assets | ||
Cash | $ 193,829 | $ 337,595 |
Prepaid expenses | 25,750 | 171,837 |
Total Current Assets | 219,579 | 509,432 |
Marketable Securities held in Trust Account | 120,600,737 | 116,728,213 |
Total Assets | 120,820,316 | 117,237,645 |
Current liabilities | ||
Accounts payable | 720,507 | |
Accrued expenses and other current liabilities | 386,701 | 125,821 |
Income tax payable | 159,122 | |
Franchise tax payable | 200,000 | 120,647 |
Sponsor Working Capital Loan | 150,000 | 0 |
Total Current Liabilities | 1,616,330 | 246,468 |
Deferred underwriter fee payable | 3,450,000 | 3,450,000 |
Warrant liability | 643,213 | 4,243,039 |
Total Non-Current Liabilities | 4,093,213 | 7,693,039 |
Total Liabilities | 5,709,543 | 7,939,507 |
Commitments and Contingencies (Note 6) | ||
Redeemable Class A Common Stock | ||
Redeemable Class A common stock, $0.000001 par value; 100,000,000 shares authorized; 11,500,000 shares at redemption value of $10.45 and $10.15 per share at December 31, 2022 and 2021, respectively | 120,141,615 | 116,725,000 |
Stockholders' Deficit | ||
Preferred stock, $0.000001 par value; 1,000,000 shares authorized; none issued and outstanding | ||
Additional paid-in capital | 0 | |
Accumulated deficit | (5,030,848) | (7,426,866) |
Total Stockholders' Deficit | (5,030,842) | (7,426,862) |
Total Liabilities, Redeemable Class A Common Stock and Stockholders' Deficit | 120,820,316 | 117,237,645 |
Common Class A [Member] | ||
Redeemable Class A Common Stock | ||
Redeemable Class A common stock, $0.000001 par value; 100,000,000 shares authorized; 11,500,000 shares at redemption value of $10.45 and $10.15 per share at December 31, 2022 and 2021, respectively | 120,141,615 | 116,725,000 |
Stockholders' Deficit | ||
Common stock value | 3 | 1 |
Common Class B [Member] | ||
Stockholders' Deficit | ||
Common stock value | $ 3 | $ 3 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2022 | Dec. 31, 2021 |
Preferred stock, par value | $ 0.000001 | $ 0.000001 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Redeemable Class A Common Stock [Member] | ||
Redeemable common stock, par value | $ 0.000001 | $ 0.000001 |
Redeemable common stock, shares authorized | 100,000,000 | 100,000,000 |
Redemption of shares | 11,500,000 | 11,500,000 |
Redemption price per share | $ 10.45 | $ 10.15 |
Common Class A [Member] | ||
Redemption of shares | 11,500,000 | 11,500,000 |
Common stock, par value | $ 0.000001 | $ 0.000001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 751,675 | 521,675 |
Common stock, shares outstanding | 751,675 | 521,675 |
Common Class B [Member] | ||
Common stock, par value | $ 0.000001 | $ 0.000001 |
Common stock, shares authorized | 10,000,000 | 10,000,000 |
Common stock, shares issued | 2,875,000 | 2,875,000 |
Common stock, shares outstanding | 2,875,000 | 2,875,000 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 11 Months Ended | 12 Months Ended |
Dec. 31, 2021 | Dec. 31, 2022 | |
Formation and operating costs | $ 413,230 | $ 2,102,272 |
Franchise tax expenses | 120,647 | 200,000 |
Loss from Operations | (533,877) | (2,302,272) |
Other Income (Expense) | ||
Bank incentive | 5 | |
Interest earned on marketable securities held in trust account | 3,213 | |
Interest expense | 0 | (8,321) |
Dividends earned on marketable securities held in Trust Account | 1,702,524 | |
Gain on change in fair value of Sponsor Working Capital Loan | 17,400 | |
Change in fair value of warrant liability | 5,621,902 | 3,612,764 |
Offering costs allocated to warrants | (505,696) | |
Other Income | 5,119,424 | 5,324,367 |
Income before income taxes | 4,585,547 | 3,022,095 |
Income tax expense | 0 | (289,122) |
Net Income | 4,585,547 | 2,732,973 |
Common Class A [Member] | ||
Other Income (Expense) | ||
Net Income | $ 3,224,096 | $ 2,207,686 |
Weighted average shares outstanding of common stock | 5,223,819 | 12,083,113 |
Basic net income per common stock | $ 0.62 | $ 0.18 |
Diluted net income per common stock | $ 0.62 | $ 0.18 |
Common Class B [Member] | ||
Other Income (Expense) | ||
Net Income | $ 1,361,451 | $ 525,287 |
Weighted average shares outstanding of common stock | 2,205,882 | 2,875,000 |
Basic net income per common stock | $ 0.62 | $ 0.18 |
Diluted net income per common stock | $ 0.62 | $ 0.18 |
Consolidated Statements of Chan
Consolidated Statements of Changes In Stockholders' Deficit - USD ($) | Total | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Common Class A [Member] | Common Class A [Member] Common Stock [Member] | Common Class B [Member] | Common Class B [Member] Common Stock [Member] |
Balance at Feb. 11, 2021 | $ 0 | $ 0 | $ 0 | ||||
Balance, shares at Feb. 11, 2021 | 0 | ||||||
Issuance of Class B common stock to Sponsor | 25,000 | $ 24,997 | $ 3 | ||||
Issuance of Class B common stock to Sponsor, shares | 2,875,000 | ||||||
Capital Contribution | 229 | 229 | |||||
Sale of Public Units | 115,000,000 | 114,999,988 | $ 12 | ||||
Sale of Public Units, shares | 11,500,000 | ||||||
Class A Common Stock subject to possible redemption, Shares | (11,500,000) | ||||||
Class A Common Stock subject to possible redemption | (115,000,000) | (114,999,988) | $ (12) | ||||
Sale of Placement Units | 5,216,750 | 5,216,749 | $ 1 | ||||
Sale of Placement Units, Shares | 521,675 | ||||||
Initial fair value of private warrant liability | (437,816) | (437,816) | |||||
Remeasurement of Class A common stock to redemption amount | (16,815,322) | (16,815,322) | |||||
Re-classification | 12,011,163 | $ (12,011,163) | |||||
Adjustment of offering cost | (1,250) | (1,250) | |||||
Net income | 4,585,547 | 4,585,547 | $ 3,224,096 | $ 1,361,451 | |||
Balance at Dec. 31, 2021 | (7,426,862) | 0 | (7,426,866) | $ 1 | $ 3 | ||
Balance, shares at Dec. 31, 2021 | 521,675 | 2,875,000 | |||||
Proceeds received in excess of initial fair value of Sponsor Working Capital Loan | 792,600 | 792,600 | |||||
Sale of Placement Units | 2,300,000 | 2,299,998 | $ 2 | ||||
Sale of Placement Units, Shares | 230,000 | ||||||
Initial fair value of private warrant liability | (12,938) | (12,938) | |||||
Remeasurement of Class A common stock to redemption amount | (3,416,615) | (3,079,660) | (336,955) | ||||
Net income | 2,732,973 | 2,732,973 | $ 2,207,686 | $ 525,287 | |||
Balance at Dec. 31, 2022 | $ (5,030,842) | $ 0 | $ (5,030,848) | $ 3 | $ 3 | ||
Balance, shares at Dec. 31, 2022 | 751,675 | 2,875,000 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 11 Months Ended | 12 Months Ended |
Dec. 31, 2021 | Dec. 31, 2022 | |
Cash flows from operating activities: | ||
Net income | $ 4,585,547 | $ 2,732,973 |
Adjustments to reconcile net income to net cash used in operating activities: | ||
Dividends earned on marketable securities held in Trust Account | (1,702,524) | |
Formation costs paid by stockholder in form of capital contribution | 229 | |
Interest earned on marketable securities held in Trust Account | (3,213) | |
Offering costs allocated to warrants | 505,696 | |
Interest expense | 0 | 8,321 |
Change in fair value of Sponsor Working Capital Loan | (17,400) | |
Change in fair value of warrant liability | (5,621,902) | (3,612,764) |
Changes in operating assets and liabilities: | ||
Prepaid expenses | (171,837) | 146,087 |
Accounts payable | 720,507 | |
Accrued expenses and other current liabilities | 125,821 | 252,559 |
Income tax payable | 159,122 | |
Franchise tax payable | 120,647 | 79,353 |
Net cash used in operating activities | (459,012) | (1,233,766) |
Cash flows from investing activities: | ||
Investment of cash into Trust Account | (116,725,000) | (2,300,000) |
Proceeds from Trust Account to pay income tax | 0 | 130,000 |
Net cash used in investing activities | (116,725,000) | (2,170,000) |
Cash flows from financing activities: | ||
Proceeds from Sponsor Working Capital Loan | 960,000 | |
Proceeds from issuance of Class B common stock to Sponsor | 25,000 | |
Proceeds from sale of Units, net of underwriting discount paid | 113,050,000 | |
Proceeds from sale of Placement Units | 5,216,750 | 2,300,000 |
Payment of offering costs | (770,143) | |
Net cash provided by financing activities | 117,521,607 | 3,260,000 |
Net Change in Cash | 337,595 | (143,766) |
Cash — Beginning of period | 0 | 337,595 |
Cash — End of period | 337,595 | 193,829 |
Supplemental disclosure of non-cash investing and financing activities | ||
Remeasurement of Class A common stock to redemption amount | 3,416,615 | |
Proceeds in excess of initial fair value of working capital loan | 792,600 | |
Initial measurement of Placement Warrants | 0 | 12,938 |
Deferred underwriting fee payable | 3,450,000 | |
Initial Classification of Class A common stock subject to redemption | 116,725,000 | |
Proceeds from promissory note and repayment | 186,542 | |
Supplemental cash flow information | ||
Cash paid for income taxes | $ 0 | $ 130,000 |
DESCRIPTION OF ORGANIZATION AND
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS AND LIQUIDITY AND GOING CONCERN | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS AND LIQUIDITY AND GOING CONCERN | NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS AND LIQUIDITY AND GOING CONCERN Aerwins Technologies, Inc. f/k/a Pono Capital Corp (the “Company” or “Pono”) was a blank check company incorporated in Delaware on under the name “Pono Capital Corp” as a special purpose acquisition company, formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. On August 13, 2021, we consummated an initial public offering. On February 3, 2023, we consummated a merger (the “Merger”) with Pono Merger Sub, Inc., a Delaware corporation (“Merger Sub”) and a wholly-owned subsidiary of the Company, then called Pono Capital Corp., a Delaware corporation (“Pono”) with and into AERWINS, Inc. (formerly named AERWINS Technologies Inc.), a Delaware corporation pursuant to an agreement and plan of merger, dated as of September 7, 2022 (as amended on January 19, 2023, the “Merger Agreement”), by and among Pono, Merger Sub, AERWINS, Mehana Equity LLC, a Delaware limited liability company (“Sponsor” or “Purchaser Representative”) in its capacity as the representative of the stockholders of Pono, and Shuhei Komatsu in his capacity as the representative of the stockholders of AERWINS, Inc. (“Seller Representative”). The Merger and other transactions contemplated thereby (collectively, the “Business Combination”) closed on February 3, 2023 when pursuant to the Merger Agreement, Merger Sub merged with and into AERWINS, Inc. with AERWINS, Inc. surviving the Merger as a wholly-owned As of December 31, 2022, the Company had not engaged in any operations nor generated any revenues. The Company’s only activities for the year ended December 31, 2022 and for the period from February 12, 2021 (inception) through December 31, 2021 were organizational activities, those necessary to prepare for the Initial Public Offering (as defined below) and identifying a target company for a Business Combination. The Company did not generate any operating revenues until after the completion of its initial Business Combination. The Company generates non-operating The Company’s sponsor was Mehana Equity LLC, a Delaware limited liability company (the “Sponsor”). The registration statement for the Company’s Initial Public Offering (as defined below) was declared effective on August 10, 2021. On August 13, 2021, the Company consummated its Initial Public Offering of 10,000,000 units (the “Units” and, with respect to the Class A common stock included in the Units being offered, the “Public Shares”), at $10.00 per Unit, generating gross proceeds of $100,000,000 (see Note 3) (the “Initial Public Offering”). The Company granted the underwriter a 45-day Simultaneously with the consummation of the closing of the Initial Public Offering, the Company consummated the private placement of an aggregate of 469,175 units (the “Placement Units”) to the Sponsor at a price of $10.00 per Placement Unit, generating total gross proceeds of $4,691,750 (the “Private Placement”) (see Note 4). Subsequently, on August 18, 2021, the underwriters exercised the over-allotment option in full, and the closing of the issuance and sale of the additional Units occurred (the “Over-allotment Option Units”). The total aggregate issuance by the Company of 1,500,000 Units at a price of $10.00 per Unit resulted in total gross proceeds of $15,000,000. On August 18, 2021, simultaneously with the sale of the Over-allotment Option Units, the Company consummated the private sale of an additional 52,500 Placement Units, generating gross proceeds of $525,000. The Placement Units were issued pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended, as the transactions did not involve a public offering. A total of $116,725,000, comprised of the proceeds from the Initial Public Offering and the proceeds of Private Placements that closed on August 13, 2021 and August 18, 2021, net of the underwriting commissions, discounts, and offering expenses, was deposited in a trust account (the “Trust Account”) established for the benefit of the Company’s public stockholders. Transaction costs of the Initial Public Offering amounted to $6,168,893, consisting of $1,950,000 of underwriting fees, $3,450,000 of deferred underwriting fees (see Note 6) and $768,893 of other costs. Following the closing of the Initial Public Offering and full exercise of underwriter’s over-allotment option, $823,378 of cash was held outside of the Trust Account available for working capital purposes. As of December 31, 2022 and December 31, 2021, the Company had $193,829 and $337,595 of cash available on the consolidated balance sheets, respectively, and a working capital deficit of $1,396,751 and a working capital surplus of $262,964, respectively. The Company’s management had broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Placement Units, although substantially all of the net proceeds were intended to be applied generally toward consummating a Business Combination. NASDAQ rules provided that the Business Combination must be with one or more target businesses that together have a fair market value equal to at least 80% of the balance in the Trust Account (less any deferred underwriting commissions and taxes payable on interest earned on the Trust Account) at the time of the signing of a definitive agreement to enter a Business Combination. The Company would only complete a Business Combination if the post-Business Combination company owned or acquired 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. There was no assurance that the Company would be able to successfully effect a Business Combination. The Company provided its stockholders with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. In connection with a proposed Business Combination, the Company sought stockholder approval of a Business Combination at a meeting called for such purpose at which stockholders may have sought to redeem their shares, regardless of whether they vote for or against a Business Combination. The Company would have proceeded with a Business Combination only if the Company had net tangible assets of at least $5,000,001 upon such consummation of a Business Combination and, if the Company sought stockholder approval, a majority of the outstanding shares voted were voted in favor of the Business Combination. The Company had until February 13, 2023 to consummate a Business Combination. If the Company was unable to complete a Business Combination within 18 months from the closing of the IPO after the election of the Company of two separate three month extensions which, included the deposit of $1,150,000 for each three month extension, into the Trust Account, or as extended by the Company’s stockholders in accordance with the third amended and restated certificate of incorporation) from the closing of the Initial Public Offering to consummate a Business Combination (the “Combination Period”), the Company would have (i) ceased all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than five business days thereafter, redeemed 100% of the outstanding Public Shares, at a per-share The underwriter had agreed to waive its rights to the deferred underwriting commission held in the Trust Account in the event the Company did not complete a Business Combination within the Combination Period and, in such event, such amounts would have been included with the funds held in the Trust Account that would have been available to fund the redemption of the Public Shares. In the event of such distribution, it was possible that the per share value of the assets remaining available for distribution would have been less than the amount per Unit in the Trust Account (initially $ The Sponsor had agreed that it would have been liable to the Company, if and to the extent any claims by a vendor for services rendered or products sold to the Company, or a prospective target business with which the Company had discussed entering into a transaction agreement, reduced the amounts in the Trust Account to below $10.15 per share (whether or not the underwriters’ over-allotment option was exercised in full), except as to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). In the event that an executed waiver was deemed to be unenforceable against a third party, the Sponsor would not have been responsible to the extent of any liability for such third-party claims. The Company sought to reduce the possibility that the Sponsor would have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except for the Company’s independent registered accounting firm), prospective target businesses or other entities with which the Company did business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Termination of Old Proposed Business Combination On March 17, 2022, the Company entered into an Agreement and Plan of Merger (the “Old Merger Agreement”), by and among Pono, Merger Sub, Benuvia, Inc., a Delaware corporation (“Benuvia”), Mehana Equity, LLC, in its capacity as Purchaser Representative, and Shannon Soqui, in his capacity as Seller Representative. Pursuant to the Old Merger Agreement, at the closing of the transactions contemplated by the Old Merger Agreement, Merger Sub would merge with and into Benuvia, with Benuvia continuing as the surviving corporation. The Business Combination agreement and related agreements are further described in the Company’s Current Report on Form 8-K On August 8, 2022, the Company and Benuvia mutually terminated the Old Merger Agreement pursuant to Section 8.1(a) of the Old Merger Agreement, effective immediately. Neither party was required to pay the other a termination fee as a result of the mutual decision to terminate the Old Merger Agreement. Business Combination On September 7, 2022, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”), by and among Pono, Pono Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Pono (“Merger Sub”), AERWINS Technologies Inc., a Delaware corporation (“AERWINS”), Mehana Equity, LLC, in its capacity as Purchaser Representative, and Shuhei Komatsu, in his capacity as Seller Representative. Pursuant to the Merger Agreement, at the closing of the transactions contemplated by the Merger Agreement, which occurred on February 3, 2023 (the “Closing”), Merger Sub merged with and into AERWINS, with AERWINS continuing as the surviving corporation (the “Surviving Corporation”). As consideration for the Merger, the holders of AERWINS securities collectively were entitled to receive from the Company, in the aggregate, a number of the Company’s securities with an aggregate value equal to (the “Merger Consideration”) (a) Six Hundred Million U.S. Dollars ($600,000,000), minus (b) the amount by which the aggregate amount of any outstanding indebtedness (minus cash held by AERWINS) of AERWINS at Closing (the “Closing Net Indebtedness”), minus (c) the amount by which AERWINS’ net working capital is less than $3 million, plus (d) the amount by which AERWINS’ net working capital exceeds $3 million, minus (e) specified transaction expenses of AERWNS associated with the merger, with each AERWINS stockholder receiving, for each The Merger Consideration otherwise payable to AERWINS stockholders was subject to the withholding of a number of shares of the Company common stock equal to three percent (3.0%) of the Merger Consideration to be placed in escrow for post-closing adjustments (if any) to the Merger Consideration. The Merger Consideration was subject to adjustment after the Closing based on confirmed amounts of the Closing Net Indebtedness, net working capital and transaction expenses as of the closing date. If the adjustment was a negative adjustment in favor of the Company, the escrow agent shall distribute to the Company a number of shares of the Company common stock with a value equal to the absolute value of the adjustment amount. If the adjustment was a positive adjustment in favor of AERWINS, the Company will issue to the AERWINS stockholders an additional number of shares of the Company common stock with a value equal to the adjustment amount. Going Concern Consideration As of December 31, 2022 and December 31, 2021, the Company had $193,829 and $337,595 in cash, respectively, and a working capital deficit of $1,396,751 and a working capital surplus of $262,964, respectively. The Company incurred significant costs in pursuit of its acquisition plans. In connection with the Company’s assessment of going concern considerations in accordance with FASB’s ASC Subtopic 205-40, Risks and Uncertainties Management continued to evaluate the impact of the COVID-19 Additionally, as a result of the military action commenced in February 2022 by the Russian Federation and Belarus in the country of Ukraine and related economic sanctions, the Company’s ability to consummate a Business Combination, or the operations of the target business with which the Company ultimately consummates a Business Combination, could have been materially and adversely affected. Further, the Company’s ability to consummate a transaction could have been dependent on the ability to raise equity and debt financing which could have been impacted by these events, including as a result of increased market volatility, or decreased market liquidity in third-party financing being available on terms acceptable to the Company or at all. The impact of this action and related sanctions on the world economy and the specific impact on the Company’s financial position, results of operations and/or ability to consummate a Business Combination was not determinable. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. On August 16, 2022, President Biden signed into law the Inflation Reduction Act of 2022, which, among other things, imposes a 1 % excise tax on the fair market value of stock repurchased by publicly traded U.S. corporations and certain U.S. subsidiaries of publicly traded non-U.S. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying consolidated financial statements have been prepared in accordance with GAAP and pursuant to the rules and regulations of the SEC. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated 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 consolidated 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. Significant estimates made by the Company include those pertaining to the valuation of the warrant liabilities and working capital loan. Cash and Cash Equivalents The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. The Company had $193,829 and $337,595 in cash as of December 31, 2022 and December 31, 2021, respectively. The Company did not have any cash equivalents as of December 31, 2022 and December 31, 2021. Marketable Securities Held in Trust Account As of December 31, 2022 and December 31, 2021, substantially all of the Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the consolidated balance sheet at fair value at the end of each reporting period. Dividends earned on investments held in the Trust Account are included in Dividends earned on marketable securities held in Trust Account in the accompanying statements of operations. At December 31, 2022 and December 31, 2021, the investments held in the Trust Account totaled $120,600,737 and $116,728,213, respectively. Income Taxes The Company complies with the accounting and reporting requirements of Accounting Standards Codification (“ASC”) Topic 740 — Income Taxes more-likely-than-not The Company’s management determined the United States is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits, if any, as income tax expense. There were no unrecognized tax benefits as of December 31, 2022 and December 31, 2021 and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. The Company’s effective tax rate from continuing operations was 9.6% for the year ended December 31, 2022, and 0.0% for the period from February 12, 2021 (inception) through December 31, 2021. See Note 8 for additional information on income taxes for the periods presented. Class A Common Stock Subject to Possible Redemption All of the Class A common stock sold as part of the Units in the Initial Public Offering contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, if there is a stockholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s third amended and restated certificate of incorporation. In accordance with ASC 480 D istinguishing Liabilities from Equity . However, the threshold in its charter would not change the nature of the underlying shares as redeemable and thus Public Shares would be required to be disclosed outside of permanent equity. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Such changes are reflected in additional paid-in paid-in As of December 31, 2022 and December 31, 2021, 11,500,000 shares of Class A Common Stock outstanding are subject to possible redemption. As of December 31, 2022 and December 31, 2021, the Class A Common Stock reflected on the consolidated balance sheets are reconciled in the following table: Gross Proceeds $ 115,000,000 Less: Proceeds allocated to public warrants (9,427,125 ) Class A common stock issuance costs (5,663,197 ) Plus: Remeasurement of carrying value to redemption value 16,815,322 Redeemable Class A Common Stock as of December 31, 2021 116,725,000 Plus: Remeasurement of carrying value to redemption value 3,416,615 Redeemable Class A Common Stock as of December 31, 2022 $ 120,141,615 Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution which, at times may exceed the Federal depository insurance coverage of $250,000. As of December 31, 2022 and December 31, 2021, the Company had not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. Net Income Per Common Share Net income per share is computed by dividing net income by the weighted-average number of shares outstanding during the period. Therefore, the income per share calculation allocates income pro rata between Class A and Class B common stock. As a result, the calculated net income per share is the same for Class A and Class B common stock. The Company has not considered the effect of the Public Warrants (as defined in Note 3) and Placement Warrants (as defined in Note 4), to purchase an aggregate of 9,188,756 shares in the calculation of income per share, since the exercise of the warrants is contingent upon the occurrence of future events. Remeasurement associated with the redeemable shares of Class A common stock is excluded from earnings per share as the redemption value approximates fair value. The following table reflects the calculation of basic and diluted net income per share (in dollars, except per share amounts): For the year ended December 31, 2022 For the Period from February 12, Class A Class B Class A Class B Basic and diluted net income per share: Numerator: Net income $ 2,207,686 $ 525,287 $ 3,224,096 $ 1,361,451 Denominator: Basic and diluted weighted average shares outstanding 12,083,113 2,875,000 5,223,819 2,205,882 Basic and diluted net income per share $ 0.18 $ 0.18 $ 0.62 $ 0.62 Offering Costs associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with derivative warrant liabilities are expensed as incurred, and presented as non-operating Warrant Liabilities The Company accounts for the Warrants in accordance with the guidance contained in ASC 815-40 Derivatives and Hedging — Contracts in Entity’s Own Equity re-measurement Fair Value of Financial Instruments The Company applies ASC Topic 820, Fair Value Measurement • 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. 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. See Note 9 for additional information on assets and liabilities measured at fair value. Derivative Financial Instruments The Company accounts for derivative financial instruments in accordance with ASC 815. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value upon issuance and remeasured at each reporting date, with changes in the fair value reported in the consolidated statements of operations. The classification of derivative financial instruments is evaluated at the end of each reporting period. Sponsor Working Capital Loans The Company accounts for the Sponsor Working Capital Loans (defined below in Note 5) under ASC 815. The Company has made the election under ASC 815-15-25 non-cash Principles of Consolidation The consolidated financial statements include the accounts of the Company and its majority-owned and controlled operating subsidiary, Merger Sub, after elimination of all intercompany transactions and balances as of December 31, 2022 and December 31, 2021. Recent Accounting Pronouncements In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, Debt — Debt with Conversion and Other Options 470-20) Derivatives and Hedging — Contracts in Entity’s Own Equity 815-40) 2020-06”) 2020-06 if-converted 2020-06 2020-06 2020-06 The Company’s management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the accompanying consolidated financial statements. |
INITIAL PUBLIC OFFERING
INITIAL PUBLIC OFFERING | 12 Months Ended |
Dec. 31, 2022 | |
Initial Public Offering | |
INITIAL PUBLIC OFFERING | NOTE 3. INITIAL PUBLIC OFFERING Following the closing of the Initial Public Offering on August 13, 2021 and the sale of the Over-allotment Option Units on August 18, 2021, the Company sold 11,500,000 Units at a purchase price of $10.00 per Unit. Each Unit consists of one common stock and three-quarters of one redeemable warrant (“Public Warrant”). Each Public Warrant will entitle the holder to purchase three-quarters of one common stock at an exercise price of $11.50 per whole share. |
PRIVATE PLACEMENT
PRIVATE PLACEMENT | 12 Months Ended |
Dec. 31, 2022 | |
Private Placement | |
PRIVATE PLACEMENT | NOTE 4. PRIVATE PLACEMENT Following the closing of the Initial Public Offering and the sale of the Over-allotment Option Units, the Sponsor purchased an aggregate of 521,675 Placement Units at a price of $10.00 per Placement Unit for an aggregate purchase price of $5,216,750. On August 10, 2022, the Company received $1,150,000 in funding from Mehana Capital LLC (“Mehana Capital”), an affiliate of the Sponsor to extend the Combination Period for an additional three months (the “August Extension”), as described in Note 1. Mehana Capital purchased an aggregate of 115,000 Placement Units of the Company, each unit consists of one share of Class A common stock, $0.000001 par value per share, and three-quarters of one warrant, each whole Placement Warrant (as defined below) entitling the holder thereof to purchase one share of Class A Common Stock at an exercise price of $11.50 per share, creating proceeds to the Company of $1,150,000 which was deposited into the trust account. On November 9, 2022, the Company received an additional $1,150,000 in funding, of which $575,000 was from Mehana Capital and $575,000 was from AERWINS, to further extend the Combination Period for an additional three months to February 13, 2023 (the “November Extension”), as described in Note 1. Mehana Capital purchased an additional 57,500 Placement Units and AERWINS purchased 57,500 Placement Units, creating proceeds to the Company of $1,150,000 which was deposited into the trust account as further described in the Form 8-K The proceeds from the sale of the Placement Units were added to the net proceeds from the Initial Public Offering held in the Trust Account. The Placement Units are identical to the Units sold in the Initial Public Offering, except for the placement warrants (“Placement Warrants”), as described in Note 7. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Placement Units will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Placement Warrants will expire worthless. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Dec. 31, 2022 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 5. RELATED PARTY TRANSACTIONS Founder Shares On March 22, 2021, the Company issued an aggregate of 2,875,000 shares of Class B common stock to the Sponsor for an aggregate purchase price of $25,000 in cash. Such Class B common stock included an aggregate of up to 375,000 shares that were subject to forfeiture by the Sponsor to the extent that the underwriters’ over-allotment was not exercised in full or in part, so that the Sponsor would collectively own at least 20% of the Company’s issued and outstanding shares after the Initial Public Offering (assuming the initial stockholders do not purchase any Public Shares in the Initial Public Offering and excluding the Placement Units and underlying securities). The underwriters exercised the over-allotment option in full, so those shares are no longer subject to forfeiture. The initial stockholders have agreed not to transfer, assign or sell any of the Class B common stock (except to certain permitted transferees) until, with respect to any of the Class B common stock, the earlier of (i) six months after the date of the consummation of a Business Combination, or (ii) the date on which the closing price of the Company’s common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading Promissory Note — Related Party On March 22, 2021, the Sponsor committed to loan the Company an aggregate of up to $300,000 to cover expenses related to the Initial Public Offering pursuant to a promissory note (the “Note”). The Note was non-interest Related Party Loans In order to finance transaction costs in connection with a Business Combination, the Sponsor may provide the Company with a loan up to $1,500,000 as may be required (“Sponsor Working Capital Loans”). Such Sponsor Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of such loans may be converted upon consummation of a Business Combination into additional Placement Units at a price of $10.00 per Unit. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Sponsor Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Sponsor Working Capital Loans. On September 23, 2021, the Company entered into a Sponsor Working Capital Loan in the amount of up to $1,500,000. During the year ended December 31, 2022, the Company received proceeds of $960,000. The Sponsor Working Capital Loan is non-interest non-cash Extension Private Placements If the Company anticipates that it may not be able to consummate the initial Business Combination within 12 months from the date of the Initial Public Offering, the Company may, by resolution of the board if requested by the Sponsor, extend the period of time to consummate a Business Combination up to two times, each by an additional three months (for a total of up to 18 months to complete a Business Combination), subject to the Sponsor depositing additional funds into the Trust Account as set out below. Pursuant to the terms of the third amended and restated certificate of incorporation and the trust agreement entered into between the Company and Continental Stock Transfer & Trust Company, in order for the time available for the Company to consummate the initial Business Combination to be extended, the Sponsor or its affiliates or designees, must deposit into the Trust Account $1,150,000 ($0.10 per Unit in either case), on or prior to the date of the applicable deadline, for each of the available three month extensions, providing a total possible Business Combination period of 18 months at a total payment value of $2,300,000 ($0.10 per Unit). On August 10, 2022, the Company received $1,150,000 in funding from Mehana Capital, from the August Extension. Mehana Capital purchased an aggregate of 115,000 Placement Units of the Company, each unit consists of one share of Class A common stock, $0.000001 par value per share, and three-quarters of one warrant, each whole Placement Warrant entitling the holder thereof to purchase one share of Class A Common Stock at an exercise price of $11.50 per share, creating proceeds to the Company of $1,150,000 which was deposited into the trust account as further described in the Form 8-K On November 9, 2022, the Company received an additional $1,150,000 in funding, of which $575,000 was from Mehana Capital and $575,000 was from AERWINS, from the November Extension. Mehana Capital purchased an additional 57,500 Placement Units and AERWINS purchased 57,500 Placement Units, creating proceeds to the Company of $1,150,000 which was deposited into the trust account as further described in the Form 8-K The proceeds from the sale of the Placement Units from both the August Extension and the November Extension were added to the net proceeds from the Initial Public Offering held in the Trust Account. The Placement Units are identical to the Units sold in the Initial Public Offering, except for the Placement Warrants, as described in Note 7. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Placement Units will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Placement Warrants will expire worthless. Administrative Support Agreement The Company’s Sponsor has agreed, commencing from the date that the Company’s securities are first listed on NASDAQ through the earlier of the Company’s consummation of a Business Combination and its liquidation, to make available to the Company certain general and administrative services, including office space, utilities and administrative services, as the Company may require from time to time. The Company has agreed to pay to Mehana Equity LLC, the Sponsor, $10,000 per month for these services during the 18-month |
COMMITMENTS
COMMITMENTS | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS | NOTE 6. COMMITMENTS Registration Rights The holders of the founder shares and Placement Units (including securities contained therein) and Units (including securities contained therein) that may be issued upon conversion of working capital loans, and any shares of Class A common stock issuable upon the exercise of the placement warrants and any shares of Class A common stock and warrants (and underlying Class A common stock) that may be issued upon conversion of the Units issued as part of the working capital loans and Class A common stock issuable upon conversion of the founder shares, will be entitled to registration rights pursuant to a registration rights agreement to be signed prior to or on the effective date of the IPO, requiring us to register such securities for resale (in the case of the founder shares, only after conversion to the Company’s Class A common stock). The holders of these securities are entitled to make up to two demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the Company’s completion of its initial Business Combination and rights to require us to register for resale such securities pursuant to Rule 415 under the Securities Act. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Notwithstanding anything to the contrary, under FINRA Rule 5110, the underwriters and/or their designees may only make a demand registration (i) on one occasion and (ii) during the five-year period beginning on the effective date of the registration statement relating to the Initial Public Offering, and the underwriters and/or their designees may participate in a “piggy-back” registration only during the seven-year period beginning on the effective date of the registration statement relating to the Initial Public Offering. Underwriting Agreement The Company granted the underwriters a 45-day The underwriters were entitled to a cash underwriting discount of: (i) two percent (2.00%) of the gross proceeds of the Initial Public Offering, or $2,300,000. In addition, the underwriters are entitled to a deferred fee of three percent (3.00%) of the gross proceeds of the Initial Public Offering upon closing of the Business Combination, or $3,450,000. The deferred fee will be paid in cash upon the closing of a Business Combination from the amounts held in the Trust Account, subject to the terms of the underwriting agreement. On August 13, 2021, the underwriter has given the Company an abatement of $350,000. The total cash underwriting fee is $1,950,000 and the deferred underwriting fee is $3,450,000. Right of First Refusal For a period beginning on the closing of the IPO and ending 12 months from the closing of a Business Combination, the Company has granted EF Hutton a right of first refusal to act as lead-left book running manager and lead left manager for any and all future private or public equity, convertible and debt offerings during such period. In accordance with FINRA Rule 5110(g)(3)(A)(i), such right of first refusal shall not have a duration of more than three years from the effective date of the registration statement. |
STOCKHOLDERS' DEFICIT
STOCKHOLDERS' DEFICIT | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
STOCKHOLDERS' DEFICIT | NOTE 7. STOCKHOLDERS’ DEFICIT Preferred stock Class A common stock Class B common stock one-for-one Warrants 815-40, Public Warrants may only be exercised for a whole number of shares at a price of $11.50 per share, subject to adjustment. No fractional warrants will be issued upon separation of the Units and only whole warrants will trade. The Public Warrants will become exercisable 30 days after the completion of a Business Combination and will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. The Company will not be obligated to deliver any shares of Class A common stock pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act covering the issuance of the shares of Class A common issuable upon exercise of the warrants is then effective and a current prospectus relating to those shares of Class A common stock is available, subject to the Company satisfying its obligations with respect to registration. No warrant will be exercisable for cash or on a cashless basis, and the Company will not be obligated to issue any shares to holders seeking to exercise their warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder, or an exemption from registration is available. The Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of its initial Business Combination, it will use its commercially reasonable efforts to file with the SEC a post-effective amendment to the registration statement or a new registration statement covering the shares of Class A common stock issuable upon exercise of the warrants, to cause such registration statement to become effective and to maintain a current prospectus relating to those shares of Class A common stock until the warrants expire or are redeemed, as specified in the warrant agreement. If a registration statement covering the shares of Class A common stock issuable upon exercise of the warrants is not effective by the 60th business day after the closing of the Company’s initial Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. Notwithstanding the above, if the Company’s shares of Class A common stock are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, it may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, it will not be required to file or maintain in effect a registration statement, and in the event it does not so elect, it will use its commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. If that exemption, or another exemption, is not available, holders will not be able to exercise their warrants on a cashless basis. Redemption of warrants when the price per Class A common stock equals or exceeds $18.00. Once the warrants become exercisable, the Company may redeem the Public Warrants: • in whole and not in part; • at a price of $0.01 per warrant; • upon a minimum of 30 days’ prior written notice of redemption, or the 30-day • if, and only if, the closing price of the Company’s Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of shares of Class A common stock issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, or recapitalization, reorganization, merger or consolidation. Additionally, in no event will the Company be required to net cash settle the warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of Trust Account with respect to such warrants. Accordingly, the warrants may expire worthless. The Placement Warrants will be identical to the Public Warrants underlying the Units being sold in the Initial Public Offering, except that the Placement Warrants and the Class A common stock issuable upon the exercise of the Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Placement Warrants will be exercisable on a cashless basis and be non-redeemable permitted transferees. If the Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. On December 31, 2022 and December 31, 2021, there were 8,625,000 Public Warrants. On December 31, 2022 and December 31, 2021, there were 563,756 and 391,256 Placement Warrants outstanding, respectively. |
INCOME TAX
INCOME TAX | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
INCOME TAX | NOTE 8. INCOME TAX The Company’s net deferred tax assets (liabilities) as of December 31, 2022 and December 31, 2021 are as follows: December 31, December 31, Deferred tax assets: Start-up $ 311,964 $ 104,959 Net operating loss carryforwards 16,627 29,828 Total deferred tax assets 328,591 134,787 Valuation allowance (328,591 ) (134,787 ) Deferred tax liabilities: Unrealized gain on investments — — Total deferred tax liabilities — — Deferred tax assets, net of allowance $ — $ — The income tax provision for the year ended December 31, 2022 and the period from February 12, 2021 (inception) through December 31, 2021 consists of the following: For the Year For the Period (inception) Federal Current $ 289,122 $ — Deferred (116,642 ) (134,787 ) State Current — — Deferred (77,162 ) — Change in valuation allowance 193,804 134,787 Income tax provision $ 289,122 $ — As of December 31, 2022, the Company has US federal and Hawaii state operating loss carry forwards of $0 and $328,864, respectively. In assessing the realization of the deferred tax assets, management considers whether it is more likely than not that some portion of all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. After consideration of all of the information available, management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance. For year ended December 31, 2022 and for the period from February 12, 2021 (inception) through December 31, 2021, the change in the valuation allowance was $193,804 and $134,787, respectively. A reconciliation of the federal income tax rate are as follows: For the Year For the Period (inception) Statutory federal income tax rate 21.0 % 21.0 % State taxes, net of federal tax benefit (2.6 )% 0.0 % Change in fair value of derivative warrant liabilities (25.1 )% (25.1 )% Non-deductible 9.9 % 2.3 % Change in valuation allowance 6.4 % 1.8 % Income tax provision 9.6 % 0.0 % The Company files income tax returns in the U.S. federal jurisdiction and in various state and local jurisdictions and is subject to examination by these various taxing authorities. |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value Measurements | |
FAIR VALUE MEASUREMENTS | NOTE 9. FAIR VALUE MEASUREMENTS The following tables present information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of December 31, 2022 and December 31, 2021 and indicate the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value: Description Amount at Fair Value Level 1 Level 2 Level 3 December 31, 2022 Assets Marketable securities held in Trust Account: $ 120,600,737 $ 120,600,737 $ — $ — Liabilities Public Warrants $ 603,750 $ — $ 603,750 $ — Placement Warrants $ 39,463 $ — $ 39,463 $ — Sponsor Working Capital Loan $ 150,000 $ — $ — $ 150,000 Description Amount at Fair Value Level 1 Level 2 Level 3 December 31, 2021 Assets Marketable securities held in Trust Account: $ 116,728,213 $ 116,728,213 $ — $ — Liabilities Public Warrants $ 4,052,888 $ 4,052,888 $ — $ — Placement Warrants $ 190,151 $ — $ — $ 190,151 As of December 31, 2022 and December 31, 2021, assets held in the Trust Account were $120,600,737 and $116,728,213 in a mutual fund invested in U.S. Treasury Securities, respectively. Transfers to/from Levels 1, 2 and 3 are recognized at the end of the reporting period in which a change in valuation technique or methodology occurs. The estimated fair value of the Public Warrants transferred from a Level 3 measurement to a Level 1 fair value measurement during the period from February 12, 2021 (inception) to December 31, 2021. During the year ended December 31, 2022, the Public Warrants transferred from a Level 1 measure to Level 2 due to minimal observable market activity. During the year ended December 31, 2022, the Private Warrants transferred from a Level 3 measure to a Level 2 measure as the fair value of the Public Warrants approximates the fair value of the Placement Warrants. On October 1, 2021, the Public Warrants surpassed the 52-day On April 1, 2022, the Company entered into the Sponsor Working Capital Loan. Given the potential equity component of this Sponsor Working Capital Loan, it was valued using a Black-Scholes method that is adjusted for the estimated probability of the Company completing a Business Combination, which is considered to be a Level 3 fair value measurement. As such, as of December 31, 2022, the Company classified the Sponsor Working Capital Loan as Level 3. The estimated value of the Public Warrants transferred from a Level 3 measurement to a Level 1 measurement from the initial measurement through December 31, 2021 was $4,052,888, and the estimated value of the Placement Warrants transferred from a Level 3 measurement to a Level 2 measurement from the initial measurement through December 31, 2022 was $31,238, as presented in the changes in fair value of Level 3 warrant liabilities table below. Warrants Working Capital Fair value as of February 12, 2021 (inception) $ — $ — Initial measurement on August 13, 2021 (Level 3) 9,864,941 — Change in fair value (5,621,902 ) — Transfer to Level 1 (4,052,888 ) — Fair value as of December 31, 2021 $ 190,151 $ — Warrants Working Capital Fair value as of December 31, 2021 $ 190,151 $ — Initial measurement of draw on Sponsor Working Capital Loan on April 1, 2022 — 23,000 Initial measurement of draw on Sponsor Working Capital Loan on May 24, 2022 — 13,000 Change in fair value (166,676 ) — Initial measurement of draw on Sponsor Working Capital Loan on July 16, 2022 — 7,000 Initial measurement of draw on Sponsor Working Capital Loan on August 8, 2022 — 13,600 Initial measurement of Placement Warrants issued on August 10, 2022 7,763 — Initial measurement of draw on Sponsor Working Capital Loan on September 12, 2022 — 35,400 Transfer to Level 2 of Placement Warrants at September 30, 2022 (31,238 ) — Initial measurement of draw on Sponsor Working Capital Loan on October 27, 2022 — 33,000 Initial measurement of draw on Sponsor Working Capital Loan on December 13, 2022 — 42,400 Change in fair value of Sponsor Working Capital Loan — (17,400 ) Fair value as of December 31, 2022 $ — $ 150,000 The Warrants are measured at fair value on a recurring basis. The Public Warrants were initially valued using a Modified Monte-Carlo Simulation. As of December 31, 2022 and December 31, 2021, the Public Warrants were valued using the instrument’s publicly listed trading price as of the balance sheet date, which is considered to be a Level 2 measurement due to minimal observable market activity and a Level 1 measurement due to the use of an observable market quote in an active market, respectively. The Company utilizes a binomial Monte-Carlo simulation to estimate the fair value of the warrants at each reporting period for warrants that are not actively traded, which at December 31, 2022 included the Placement Warrants. The estimated fair value of the derivative Placement Warrant liabilities as of December 31, 2021 was determined using Level 3 inputs. Inherent in a binomial Monte-Carlo simulation are assumptions related to expected stock-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its common stock based on historical volatility of select peer companies that matches the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon The following table provides quantitative information regarding Level 3 fair value measurements inputs of the Placement Warrants as of their measurement dates: As of December 31, Stock price $ 9.97 Strike price $ 11.50 Term (in years) 5.6 Post-Merger Period Volatility 9.5 % Risk-free rate 1.3 % Dividend yield — % Probability of completing a Business Combination 90.0 % Fair value of warrants $ 0.49 The Sponsor Working Capital Loan was valued using a Black-Scholes method that is adjusted for the estimated probability of the Company completing a Business Combination, which is considered to be a Level 3 fair value measurement. The estimated fair value of each draw of the Sponsor Working Capital Loan was based on the following significant inputs: As of As of As of As of As of As of July 16, As of May 24, As of April 1, Unit price $ 10.40 $ 10.29 $ 10.23 $ 10.12 $ 10.10 $ 10.10 $ 10.08 $ 10.38 Conversion price $ 10.00 $ 10.00 $ 10.00 $ 10.00 $ 10.00 $ 10.00 $ 10.00 $ 10.00 Expected term 0.1 0.2 0.3 0.2 0.3 0.3 0.4 0.5 Unit volatility 12.6 % 7.8 % 9.2 % 5.2 % 1.4 % 5.9 % 5.5 % 14.0 % Dividend yield — % — % — % — % — % — % — % — % Risk free rate 4.2 % 4.1 % 4.2 % 2.9 % 2.7 % 2.5 % 1.2 % 1.1 % Discount rate 6.2 % 6.1 % 6.4 % 5.7 % 6.3 % 8.5 % 5.0 % 4.4 % Probability of completing initial Business Combination 15 % 15 % 15 % 20 % 16 % 20.0 % 20 % 20 % Fair value of Sponsor Working Capital Loan $ 150,000 $ 42,400 $ 33,000 $ 35,400 $ 13,600 $ 7,000 $ 13,000 $ 23,000 The Company recognized a gain in connection with changes in the fair value of warrant liabilities of $3,612,764 and $5,621,902 in the consolidated statements of operations during the year ended December 31, 2022 and for the period from February 12, 2021 (inception) through December 31, 2021, respectively. The Company recognized a gain on the change in fair value of Sponsor Working Capital Loan of $17,400 in the consolidated statement of operations for the year ended December 31, 2022. The aggregate amount by which the cash proceeds from the draws on the Sponsor Working Capital Loan was in excess of the fair value on the initial measurement dates of $792,600 is reflected as a contribution to additional paid-in |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2022 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 10. SUBSEQUENT EVENTS Management has evaluated subsequent events and transactions that occurred after the consolidated balance sheet date up to the date that the consolidated financial statements were issued. Based upon this review, other than those subsequent events described below, the Company did not identify any other subsequent events that would have required adjustment or disclosure in the consolidated financial statements. On January 19, 2023, the parties to the Merger Agreement entered into that certain Amendment No. 1 to Agreement and Plan of Merger (the “Amendment”), which provides that instead of seven (7) directors to be appointed to the Company’s board of directors upon the closing of the Business Combination, the parties will appoint five (5) directors to the board of directors. On January 24, 2023, the Company transferred $159,122 of interest income from the Trust Account to its operating account in order to pay income taxes. On January 27, 2023, the Company drew $170,000 from the Sponsor Working Capital Loan with the Sponsor. On January 27, 2023 at 10:00 a.m. Pacific Time, the Company held a Special Meeting of Stockholders (the “Pono Special Meeting”) at which the Company’s stockholders voted on and approved the following proposals, as set forth below, each of which is described in detail in the definitive proxy statement (the “Proxy Statement”) filed with the SEC on January 4, 2023, which was first mailed by the Company to its stockholders on or about January 5, 2023. To approve and adopt the Merger Agreement, by and among the Company, Merger Sub, AERWINS, the representative of the stockholders of the Company named therein, and the representative of the stockholders of AERWINS named therein, and approve the transactions contemplated thereby, including the merger of Merger Sub with and into AERWINS continuing as the surviving corporation and a wholly-owned subsidiary of Pono. To provide that the name of the Company shall be changed to “AERWINS Technologies Inc.” To remove and change certain provisions in the Company’s third amended and restated certificate of incorporation related to the Company’s status as a special purpose acquisition company, including but not limited to the deletion of Article IX of the Company’s third amended and restated certificate of incorporation in its entirety. Conditioned upon the approval of Proposals 2 and 3, to approve the proposed fourth amended and restated certificate of incorporation, which includes the approval of all other changes in the proposed fourth amended and restated certificate of incorporation in connection with replacing the existing third amended and restated certificate of incorporation with the proposed fourth amended and restated certificate of incorporation as of the effective time. To consider and vote upon a proposal to elect seven (7) directors to serve on the board of directors effective from the consummation of the Business Combination until the 2023 annual meeting of stockholders and until their respective successors are duly elected and qualified. To consider and vote upon a proposal to adopt the AERWINS Technologies Inc. Equity Incentive Plan (the “Equity Incentive Plan”), and the issuance of common stock equal to % of the fully diluted and as converted amount of common stock to be outstanding immediately following consummation of the Business Combination, if such plan is approved in accordance with this incentive plan proposal. Under the Equity Incentive Plan, 10,089,442 shares of common stock were authorized. To consider and vote upon a proposal to approve, for purposes of complying with Nasdaq Listing Rule 5635, the issuance of up to 60,000,000 newly issued shares of common stock in the Business Combination, which amount will be determined as described in more detail in the accompanying proxy statement/prospectus. To consider and vote upon a proposal to adjourn the Pono Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Pono Special Meeting, there are not sufficient votes to approve the Business Combination proposal, the charter amendment proposals, the director election proposal, the incentive plan proposal, or the Nasdaq proposal. Pursuant to the Merger Agreement, at the closing of the Merger Agreement and the transactions contemplated by the Merger Agreement, which occurred on February 3, 2023, Merger Sub merged with and into AERWINS, Inc., with AERWINS, Inc. continuing as the surviving corporation. On February 3, 2023, following the approval at the Pono Special Meeting, Merger Sub, consummated a merger (the “Merger”) with and into AERWINS, Inc. (formerly named AERWINS Technologies Inc.), pursuant the Merger Agreement, by and among the Company, Merger Sub, AERWINS, the Sponsor in its capacity as the representative of the stockholders of the Company, and Shuhei Komatsu in his capacity as the representative of the stockholders of AERWINS (“Seller Representative”). Accordingly, the Merger Agreement was adopted, and the Merger and other transactions contemplated thereby were approved and completed. At the closing on February 3, 2023 of the Business Combination pursuant to the Merger Agreement, Merger Sub merged with and into AERWINS with AERWINS surviving the Merger as a wholly-owned subsidiary of the Company, and the Company changed its name to “AERWINS Technologies Inc.” The Business Combination was accounted for as a reverse recapitalization in accordance with U.S. GAAP. Under this method of accounting, The Company was treated as the acquired company and AERWINS, Inc. was treated as the acquirer for financial statement reporting purposes. Lock-up In connection with the Business Combination, certain stockholders of AERWINS and certain of AERWINS’ officers and directors (such stockholders, the “Company Holders”) entered into a lock-up “Lock-up Lock-up “Lock-up “Lock-up The Sponsor is subject to a lock-up Lock-up lock-up Indemnification Agreements On February 7, 2023, AERWINS entered into indemnification agreements, with each of AERWINS directors containing provisions which are in some respects broader than the specific indemnification provisions contained in the Delaware General Corporation Law. The indemnification agreements will require AERWINS, among other things, to indemnify its directors against certain liabilities that may arise by reason of their status or service as directors and to advance their expenses incurred as a result of any proceeding against them as to which they could be indemnified. Non-Competition Non-Solicitation Following execution of the Merger Agreement, certain significant stockholders of AERWINS entered into non-competition non-solicitation “Non-Competition Non-Solicitation two-year two-year Non-Competition Non-Solicitation non-disparagement Purchaser Support Agreement Simultaneously with the execution of the Merger Agreement, the Purchaser Representative entered into a support agreement (the “Purchaser Support Agreement”) in favor of the Company and AERWINS and their present and future successors and subsidiaries. In the Purchaser Support Agreement, the Purchaser Representative agreed to vote all equity interests in the Company in favor of the Merger Agreement and related transactions and to take certain other actions in support of the Merger Agreement and related transactions. The Purchaser Support Agreement also prevents the Purchaser Representative from transferring its voting rights with respect to equity interests in the Company or otherwise transferring equity interests in the Company prior to the meeting of the Company’s stockholders to approve the Merger Agreement and related transactions, except for certain permitted transfers. Voting Agreement Simultaneously with the execution of the Merger Agreement, certain stockholders of AERWINS entered into a voting agreement (the “Voting Agreement”) in favor of the Company and AERWINS and their present and future successors and subsidiaries. In the Voting Agreement for certain stockholders of AERWINS, they each agreed to vote all of their AERWINS stock interests in favor of the Merger Agreement and related transactions and to take certain other actions in support of the Merger Agreement and related transactions. The Voting Agreement also prevents them from transferring their voting rights with respect to their AERWINS stock or otherwise transferring their AERWINS stock prior to the AERWINS approval of the Merger Agreement and related transactions, except for certain permitted transfers. Executive Employment Agreements On February 3, 2023, the Company entered into employment agreements (the “Employment Agreements”) with executive officers: Shuhei Komatsu (Chief Executive Officer), Taiji Ito (Global Markets Executive Officer), Kazuo Miura (Chief Product Officer) and Kensuke Okabe (Chief Financial Officer). The Employment Agreements all provide for at-will , $ Option Award Agreements On February 3, 2023, the Company entered into option award agreements (the “Option Award Agreements”) with executive officers: Shuhei Komatsu (Chief Executive Officer), Taiji Ito (Global Markets Executive Officer), Kazuo Miura (Chief Product Officer) and Kensuke Okabe (Chief Financial Officer). The Option Award Agreements grants to each of the following persons options to acquire shares of the Company’s common stock, to vest as set forth in the Option Award Agreements, as follows: • Shuhei Komatsu — 1,525,196 options at an exercise price of $0.00015 per share of common stock • Taiji Ito — 703,937 options at an exercise price of $0.00015 per share of common stock • Kazuo Miura — 739,916 options at an exercise price of $0.00015 per share of common stock • Kensuke Okabe — 469,291 options at an exercise price of $0.00015 per share of common stock Stock Purchase Agreement On February 2, 2023, the Company entered into a Subscription Agreement (the “Agreement”) with AERWINS, Inc., and certain investors (collectively referred to herein as the “Purchasers”). Pursuant to the Agreement, the Purchasers agreed to purchase an aggregate 3,196,311 shares of common stock (the “Shares”) of AERWINS, Inc. which was immediately exchanged for 5,000,000 Public Shares upon the consummation of the Business Combination in exchange for an aggregate sum of $5,000,000 (the “Purchase Price”) with the Purchase Price being paid to AERWINS, Inc. prior to the closing of the Business Combination (the “Closing”). Effective immediately prior to the Closing, AERWINS, Inc. issued the Shares to the Purchasers and thereafter immediately upon the Closing, the Shares were exchanged for the Public Shares, and the Public Shares were issued as a registered issuance of securities under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to an effective registration filed by the Company on Form S-4 No. 333-268625) Standby Equity Purchase Agreement On January 23, 2023 (the “Effective Date”), the Company entered into a Standby Equity Purchase Agreement (the “SEPA”) with YA II PN, Ltd., (“YA”). The Company and its successors will be able to sell up to one hundred million dollars in aggregate gross purchase price of the Company’s Public Shares at the Company’s request any time during the 36 months following the date of the SEPA’s entrance into force. The shares would be purchased at 96% or 97% (depending on the type of notice) of the Market Price (as defined below) and would be subject to certain limitations, including that YA could not purchase any shares that would result in it owning more than 4.99% of the Company’s common stock. “Market Price” shall mean the lowest daily VWAP of the Common Shares during the three consecutive trading days commencing on the advance notice date, other than the daily VWAP on any excluded days. “VWAP” means, for any trading day, the daily volume weighted average price of the Common Shares for such trading day on the principal market during regular trading hours as reported by Bloomberg L.P. Pursuant to the SEPA, the Company is required to register all shares which YA may acquire. The Company agreed to file with the Securities and Exchange Commission (the “SEC”) a Registration Statement (as defined in the SEPA) registering all of the shares of common stock that are to be offered and sold to YA pursuant to the SEPA. The Company is required to have a Registration Statement declared effective by the SEC before it can raise any funds using the SEPA. The Company may not issue more than 19.99 % of its shares issued and outstanding as of the Effective Date without first receiving shareholder approval for such issuances, unless such additional shares may be issued consistent with the rules and regulations of the Nasdaq Stock Market. Pursuant to the SEPA, the use of proceeds from the sale of the shares by the Company to YA shall be used by the Company in the manner as will be set forth in the prospectus included in the Registration Statement (and any post-effective amendment thereto) and any prospectus supplement thereto filed pursuant to the SEPA. There are no other restrictions on future financing transactions. The SEPA does not contain any right of first refusal, participation rights, penalties or liquidated damages. The Company has paid YA Global II SPV, LLC, a subsidiary of YA, a structuring fee in the amount of $ YA has agreed that neither it nor any of its affiliates shall engage in any short-selling or hedging of our common stock during any time prior to the public disclosure of the SEPA. Unless earlier terminated as provided under the SEPA, the SEPA shall terminate automatically on the earliest of (i) the first day of the month next following the 36-month Pursuant to the terms of the Merger Agreement, the Merger Consideration was approximately $600 million. In connection with the Pono Special Meeting, holders of 11,328,988 shares of the Company’s common stock sold in its Initial Public Offering exercised their right to redeem those shares for cash prior to the redemption deadline of January 25, 2023, at a price of $10.50 per share, for an aggregate payment from the Company’s trust account of approximately $118.9 million. Effective February 3, 2023, the Company’s units ceased trading, and effective February 6, 2023, AERWINS’ common stock began trading on the Nasdaq Global Market under the symbol “AWIN” and the warrants began trading on the Nasdaq Capital Market under the symbol “AWINW.” After taking into account the aggregate payment in respect of the redemption, the Company’s trust account had a balance immediately prior to the Closing of $1,795,997 t In connection with the Business Combination, a warrant holder of AERWINS received 469,291 shares of AERWINS common stock as Merger Consideration as set forth in the Merger Agreement. The Merger Consideration will be subject to a post-Closing true up 90 days after the Closing. At the closing of the Business Combination, AERWINS issued an aggregate of 150,000 shares of common stock to Boustead Securities, LLC, in partial satisfaction of fees due to them in connection with the Business Combination. Boustead Securities, LLC represented that, it is an institutional “accredited investor” as defined in Rule 501(a)(3) of Regulation D under the Securities Act. The securities were issued and sold by AERWINS to Boustead Securities, LLC in reliance upon the exemption from the registration requirements of the Securities Act afforded by Section 4(a)(2) of the Securities Act. As of the Closing: public stockholders own approximately 0.3 6.7 93.0 On February 6, 2023, AERWINS Technologies Inc., entered into a Joint Venture Agreement (the “Joint Venture Agreement”) with Vault Investments LLC, an investment and consulting company registered in Dubai and based in the United Arab Emirates (“U.A.E.”) which is involved in investment consultancy and fundraising services (“VAULT”). Pursuant to the Joint Venture Agreement, the parties agreed to set forth and define each other’s roles, responsibilities and obligations to develop the ALI business solutions in the U.A.E. and Gulf Cooperation Counsel (“GCC”) region. The GCC includes Saudi Arabia, Kuwait, the United Arab Emirates, Qatar, Bahrain, and Oman. Pursuant to the Joint Venture Agreement, ALI and VAULT agreed to establish a new joint venture company in Dubai, U.A.E. (the “JV Entity”) which will be the official partner and supplier of the ALI business solutions and products for the UAE and GCC region. Pursuant to the Joint Venture Agreement, VAULT agreed, together with its strategic partners, to start a technical and financial analysis of the XTURISMO Limited Edition product and different business solutions of ALI (the “Products”), and present it to potential investors and partners in the U.A.E. and GCC region, and to introduce potential investors, partners and clients to ALI, as well as draft contracts and negotiate fees and structure the business set up of the JV Entity as well as to draft and negotiate contracts and memorandums of understanding for the different business opportunities provided, for VAULT or its affiliated companies or companies that are referred to by VAULT to invest in the JV Entity and to select and facilitate office and factory locations. Pursuant to the Joint Venture Agreement, ALI agreed to be responsible for providing any technical, financial, strategic and corporate documents to VAULT to assist with VAULT’s duties under the Joint Venture Agreement and further agreed to be responsible for the fee payments to VAULT under the Joint Venture Agreement, and be ready, willing and able to open the JV Entity in the U.A.E. with VAULT and to transfer to the JV Entity selected IP and technology (the “IP”) as a substitute of capital with the parties agreeing that the IP can be still also be used by ALI and its affiliates and for ALI to be ready, willing and able to attend any meeting, physical or virtual with VAULT to be presented to potential investors, partners of clients introduced by VAULT. Pursuant to the Joint Venture Agreement, the parties also agreed to create a working group to be called the VAULT and ALI Development Committee to review, evaluate and analyze existing documents related to business opportunities, consisting of three (3) members from VAULT and three (3) members from ALI. Pursuant to the Joint Venture Agreement, the parties agreed that all costs and expenses in connection with the negotiations, preparation, execution and performance under the Joint Venture Agreement will be borne by the JV Entity. The parties also agreed that the JV Entity will be structured to be owned 49% by ALI and 51% by VAULT, with the terms and conditions of the JV Entity to be discussed and agreed on separately between the parties and to be evidenced under a memorandum of association when forming the JV Entity. Additionally, the parties agreed that ALI will be the sole supplier of the parts necessary to manufacture the Products and that ALI will be entitled to receive 5% of the total sales of the JV Entity as a software license fee and VAULT will be entitled to receive 5% of the total sales of the JV Entity as consulting fees. The term of the Joint Venture Agreement is for a period of three (3) months after the completion of the first phase of consultancy under the Joint Venture Agreement, and thereafter if agreed between the parties may continue for an additional twelve (12) months from the date of which either party gives written notice of termination of the Joint Venture Agreement to the other party. Any disagreements under the Joint Venture Agreement are to be settled by an arbitration committee formed by the parties to consist of two (2) members and a chairman which will be nominated and approved by the two (2) members and by each party respectively. On February 27, 2023, AERWINS Technologies Inc., entered into a loan agreement with Shuhei Komatsu, the Company’s Chief Executive Officer (the “Loan Agreement”). The Loan Agreement was approved by AERWINS Technologies Inc.’s Board of Directors and Compensation Committee on February 26, 2023. Pursuant to the Loan Agreement, Mr. Komatsu agreed to lend A.L.I. 200,000,000 yen (approximately $1,469,400 US Dollars based on a conversion rate of $0.007347 US Dollar for each $1 yen as of February 27, 2023) (the “Loan”). The maturity date of the Loan under the Loan Agreement is April 15, 2023 (the “Maturity Date”). The interest rate under the Agreement is 2.475% per annum (calculated on a pro rata basis for 365 days a year), and the interest period is from February 27, 2023 until the Maturity Date. If any of the following events occur while the Loan is outstanding, the Loan will become immediately due and payable together with all interest thereon: (i) if payment is suspended or bankruptcy proceedings are initiated against A.L.I., (ii) if A.L.I. initiates legal proceedings related to debt reorganization involving court intervention or when facts are recognized as having occurred that payment has been suspended, (iii) if provisional seizure, preservation seizure, seizure order, or delinquent disposition is received by A.L.I., (iv) if A.L.I. is delayed in make any payments under the Loan Agreement, (v) if A.L.I. violates any provisions of the Loan Agreement or (vi) upon the occurrence of any equivalent reasons requiring the preservation of the right to claim arise in addition to the foregoing. Pursuant to the Agreement, if A.L.I. does not timely repay the Loan in accordance with the terms of the Loan Agreement, the interest rate on the Loan will increase to 14.6% per annum until the full payment is made. Under the Loan Agreement, for any litigation arising under the Loan Agreement, regardless of the amount or claim, the exclusive court of jurisdiction will be the Tokyo District Court. On March 20, 2023, Shuhei Komatsu resigned from his positions as Chief Executive Officer and Director and Chairman of the Board of AERWINS Technologies Inc. Mr. Komatsu previously served as AERWINS Technologies Inc.’s Chief Executive Officer and a Director and Chairman of AERWINS Technologies Inc. since February 3, 2023. On March 20, 2023, AERWINS Technologies Inc.’s Board of Directors appointed Taiji Ito to serve as Chief Executive Officer of AERWINS Technologies Inc. Mr. Ito also serves as AERWINS Technologies Inc.’s Global Markets Executive Officer and as a Director of AERWINS Technologies Inc., and has served in such capacities since his appointment to those positions on February 3, 2023. On March 22, 2023, AERWINS Technologies Inc.’s Board of Directors appointed Daisuke Katano to fill the vacancy on its Board of Directors created upon Mr. Komatsu’s resignation to serve as a Director of AERWINS Technologies Inc., and on the same date also appointed Mr. Katano to serve as AERWINS Technologies Inc.’s Chief Operating Officer. On March 22, 2023, AERWINS Technologies Inc.’s Board of Directors appointed Marehiko Yamada to serve as the Chairman of the Board of Directors. Mr. Yamada was appointed as an independent director of AERWINS Technologies Inc. on February 3, 2023. On March 22, 2023, AERWINS Technologies Inc.’s Board of Directors also appointed Mike Sayama to serve as the Vice-Chair of the Board of Directors. Dr. Sayama was appointed as an independent director of AERWINS Technologies Inc. on February 3, 2023. On March 22, 2023, AERWINS Technologies Inc.’s Board of Directors also appointed Kensuke Okabe to serve as Secretary of AERWINS Technologies Inc. Mr. Okabe was appointed as AERWINS Technologies Inc.’s Chief Financial Officer on February 3, 2023. On March 17, 2023, AERWINS Technologies Inc., entered into a Memorandum of Understanding (the “MOU”) with Outsourcing Inc. (“OSI”). Pursuant to the MOU, OSI agreed to invest up to 300,000,000 yen (approximately $2.3 million USD) (the “Investment”) in a planned joint venture (“JVC”) between AERWINS Technologies Inc., either directly or through A.L.I. Technologies Inc. with Vault Investments LLC (“Vault”). OSI is only required to make the Investment in the JVC, if the following conditions are met by April 30, 2023: 1) The JVC is established with the investment of AERWINS Technologies Inc., Vault and OSI; 2) The terms and conditions of the shareholders’ agreement or the investment agreement have been negotiated between AERWINS Technologies Inc., Vault and OSI and executed (the “Definitive Agreement”); and 3) In the Definitive Agreement, Vault must be obligated to invest in the JVC. Pursuant to the MOU, if OSI becomes obligated to make the Investment in the JVC, the currency of the Investment and base date for the exchange rate will be determined in the Definitive Agreement. The MOU is effective from the date of entry until April 30, 2023 (the “Term”). Pursuant to the MOU, If the Definitive Agreement is not executed by the end of the Term, OSI will not be obligated to make the Investment in the JVC. Pursuant to the MOU, all disputes in connection with the MOU will be settled by arbitration in accordance with the Commercial Arbitration Rules of the Japan Commercial Arbitration Association in Tokyo Japan. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Basis of Accounting, Policy [Policy Text Block] | Basis of Presentation The accompanying consolidated financial statements have been prepared in accordance with GAAP and pursuant to the rules and regulations of the SEC. |
Emerging Growth Company | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging |
Use of Estimates, Policy [Policy Text Block] | Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated 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 consolidated 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. Significant estimates made by the Company include those pertaining to the valuation of the warrant liabilities and working capital loan. |
Cash and Cash Equivalents, Policy [Policy Text Block] | Cash and Cash Equivalents The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. The Company had $193,829 and $337,595 in cash as of December 31, 2022 and December 31, 2021, respectively. The Company did not have any cash equivalents as of December 31, 2022 and December 31, 2021. |
Marketable Securities, Policy [Policy Text Block] | Marketable Securities Held in Trust Account As of December 31, 2022 and December 31, 2021, substantially all of the Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the consolidated balance sheet at fair value at the end of each reporting period. Dividends earned on investments held in the Trust Account are included in Dividends earned on marketable securities held in Trust Account in the accompanying statements of operations. At December 31, 2022 and December 31, 2021, the investments held in the Trust Account totaled $120,600,737 and $116,728,213, respectively. |
Income Tax, Policy [Policy Text Block] | Income Taxes The Company complies with the accounting and reporting requirements of Accounting Standards Codification (“ASC”) Topic 740 — Income Taxes more-likely-than-not The Company’s management determined the United States is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits, if any, as income tax expense. There were no unrecognized tax benefits as of December 31, 2022 and December 31, 2021 and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. The Company’s effective tax rate from continuing operations was 9.6% for the year ended December 31, 2022, and 0.0% for the period from February 12, 2021 (inception) through December 31, 2021. See Note 8 for additional information on income taxes for the periods presented. |
Class A Common Stock Subject to Possible Redemption | Class A Common Stock Subject to Possible Redemption All of the Class A common stock sold as part of the Units in the Initial Public Offering contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, if there is a stockholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s third amended and restated certificate of incorporation. In accordance with ASC 480 D istinguishing Liabilities from Equity . However, the threshold in its charter would not change the nature of the underlying shares as redeemable and thus Public Shares would be required to be disclosed outside of permanent equity. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Such changes are reflected in additional paid-in paid-in As of December 31, 2022 and December 31, 2021, 11,500,000 shares of Class A Common Stock outstanding are subject to possible redemption. As of December 31, 2022 and December 31, 2021, the Class A Common Stock reflected on the consolidated balance sheets are reconciled in the following table: Gross Proceeds $ 115,000,000 Less: Proceeds allocated to public warrants (9,427,125 ) Class A common stock issuance costs (5,663,197 ) Plus: Remeasurement of carrying value to redemption value 16,815,322 Redeemable Class A Common Stock as of December 31, 2021 116,725,000 Plus: Remeasurement of carrying value to redemption value 3,416,615 Redeemable Class A Common Stock as of December 31, 2022 $ 120,141,615 |
Concentration Risk, Credit Risk, Policy [Policy Text Block] | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution which, at times may exceed the Federal depository insurance coverage of $250,000. As of December 31, 2022 and December 31, 2021, the Company had not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. |
Net Income Per Common Share | Net Income Per Common Share Net income per share is computed by dividing net income by the weighted-average number of shares outstanding during the period. Therefore, the income per share calculation allocates income pro rata between Class A and Class B common stock. As a result, the calculated net income per share is the same for Class A and Class B common stock. The Company has not considered the effect of the Public Warrants (as defined in Note 3) and Placement Warrants (as defined in Note 4), to purchase an aggregate of 9,188,756 shares in the calculation of income per share, since the exercise of the warrants is contingent upon the occurrence of future events. Remeasurement associated with the redeemable shares of Class A common stock is excluded from earnings per share as the redemption value approximates fair value. The following table reflects the calculation of basic and diluted net income per share (in dollars, except per share amounts): For the year ended December 31, 2022 For the Period from February 12, Class A Class B Class A Class B Basic and diluted net income per share: Numerator: Net income $ 2,207,686 $ 525,287 $ 3,224,096 $ 1,361,451 Denominator: Basic and diluted weighted average shares outstanding 12,083,113 2,875,000 5,223,819 2,205,882 Basic and diluted net income per share $ 0.18 $ 0.18 $ 0.62 $ 0.62 |
Offering Costs associated with the Initial Public Offering | Offering Costs associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with derivative warrant liabilities are expensed as incurred, and presented as non-operating |
Warrant Liabilities | Warrant Liabilities The Company accounts for the Warrants in accordance with the guidance contained in ASC 815-40 Derivatives and Hedging — Contracts in Entity’s Own Equity re-measurement |
Fair Value of Financial Instruments, Policy [Policy Text Block] | Fair Value of Financial Instruments The Company applies ASC Topic 820, Fair Value Measurement • 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. 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. See Note 9 for additional information on assets and liabilities measured at fair value. |
Derivatives, Policy [Policy Text Block] | Derivative Financial Instruments The Company accounts for derivative financial instruments in accordance with ASC 815. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value upon issuance and remeasured at each reporting date, with changes in the fair value reported in the consolidated statements of operations. The classification of derivative financial instruments is evaluated at the end of each reporting period. |
Sponsor Working Capital Loans | Sponsor Working Capital Loans The Company accounts for the Sponsor Working Capital Loans (defined below in Note 5) under ASC 815. The Company has made the election under ASC 815-15-25 non-cash |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements include the accounts of the Company and its majority-owned and controlled operating subsidiary, Merger Sub, after elimination of all intercompany transactions and balances as of December 31, 2022 and December 31, 2021. |
New Accounting Pronouncements, Policy [Policy Text Block] | Recent Accounting Pronouncements In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, Debt — Debt with Conversion and Other Options 470-20) Derivatives and Hedging — Contracts in Entity’s Own Equity 815-40) 2020-06”) 2020-06 if-converted 2020-06 2020-06 2020-06 The Company’s management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the accompanying consolidated financial statements. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Schedule of Stock by Class [Table Text Block] | As of December 31, 2022 and December 31, 2021, the Class A Common Stock reflected on the consolidated balance sheets are reconciled in the following table: Gross Proceeds $ 115,000,000 Less: Proceeds allocated to public warrants (9,427,125 ) Class A common stock issuance costs (5,663,197 ) Plus: Remeasurement of carrying value to redemption value 16,815,322 Redeemable Class A Common Stock as of December 31, 2021 116,725,000 Plus: Remeasurement of carrying value to redemption value 3,416,615 Redeemable Class A Common Stock as of December 31, 2022 $ 120,141,615 |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share [Table Text Block] | The following table reflects the calculation of basic and diluted net income per share (in dollars, except per share amounts): For the year ended December 31, 2022 For the Period from February 12, Class A Class B Class A Class B Basic and diluted net income per share: Numerator: Net income $ 2,207,686 $ 525,287 $ 3,224,096 $ 1,361,451 Denominator: Basic and diluted weighted average shares outstanding 12,083,113 2,875,000 5,223,819 2,205,882 Basic and diluted net income per share $ 0.18 $ 0.18 $ 0.62 $ 0.62 |
INCOME TAX (Tables)
INCOME TAX (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Significant Net Deferred Tax Assets | The Company’s net deferred tax assets (liabilities) as of December 31, 2022 and December 31, 2021 are as follows: December 31, December 31, Deferred tax assets: Start-up $ 311,964 $ 104,959 Net operating loss carryforwards 16,627 29,828 Total deferred tax assets 328,591 134,787 Valuation allowance (328,591 ) (134,787 ) Deferred tax liabilities: Unrealized gain on investments — — Total deferred tax liabilities — — Deferred tax assets, net of allowance $ — $ — |
Schedule of Income Tax Provision | The income tax provision for the year ended December 31, 2022 and the period from February 12, 2021 (inception) through December 31, 2021 consists of the following: For the Year For the Period (inception) Federal Current $ 289,122 $ — Deferred (116,642 ) (134,787 ) State Current — — Deferred (77,162 ) — Change in valuation allowance 193,804 134,787 Income tax provision $ 289,122 $ — |
Schedule of Federal Income Tax Rate | A reconciliation of the federal income tax rate are as follows: For the Year For the Period (inception) Statutory federal income tax rate 21.0 % 21.0 % State taxes, net of federal tax benefit (2.6 )% 0.0 % Change in fair value of derivative warrant liabilities (25.1 )% (25.1 )% Non-deductible 9.9 % 2.3 % Change in valuation allowance 6.4 % 1.8 % Income tax provision 9.6 % 0.0 % |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Subsidiary, Sale of Stock [Line Items] | |
SCHEDULE OF ASSETS MEASURED AT FAIR VALUE ON A RECURRING BASIS BY LEVEL WITHIN FAIR VALUE HIERARCHY | Description Amount at Fair Value Level 1 Level 2 Level 3 December 31, 2022 Assets Marketable securities held in Trust Account: $ 120,600,737 $ 120,600,737 $ — $ — Liabilities Public Warrants $ 603,750 $ — $ 603,750 $ — Placement Warrants $ 39,463 $ — $ 39,463 $ — Sponsor Working Capital Loan $ 150,000 $ — $ — $ 150,000 Description Amount at Fair Value Level 1 Level 2 Level 3 December 31, 2021 Assets Marketable securities held in Trust Account: $ 116,728,213 $ 116,728,213 $ — $ — Liabilities Public Warrants $ 4,052,888 $ 4,052,888 $ — $ — Placement Warrants $ 190,151 $ — $ — $ 190,151 |
SCHEDULE OF CHANGE IN FAIR VALUE OF THE WARRANT LIABILITIES | Warrants Working Capital Fair value as of February 12, 2021 (inception) $ — $ — Initial measurement on August 13, 2021 (Level 3) 9,864,941 — Change in fair value (5,621,902 ) — Transfer to Level 1 (4,052,888 ) — Fair value as of December 31, 2021 $ 190,151 $ — Warrants Working Capital Fair value as of December 31, 2021 $ 190,151 $ — Initial measurement of draw on Sponsor Working Capital Loan on April 1, 2022 — 23,000 Initial measurement of draw on Sponsor Working Capital Loan on May 24, 2022 — 13,000 Change in fair value (166,676 ) — Initial measurement of draw on Sponsor Working Capital Loan on July 16, 2022 — 7,000 Initial measurement of draw on Sponsor Working Capital Loan on August 8, 2022 — 13,600 Initial measurement of Placement Warrants issued on August 10, 2022 7,763 — Initial measurement of draw on Sponsor Working Capital Loan on September 12, 2022 — 35,400 Transfer to Level 2 of Placement Warrants at September 30, 2022 (31,238 ) — Initial measurement of draw on Sponsor Working Capital Loan on October 27, 2022 — 33,000 Initial measurement of draw on Sponsor Working Capital Loan on December 13, 2022 — 42,400 Change in fair value of Sponsor Working Capital Loan — (17,400 ) Fair value as of December 31, 2022 $ — $ 150,000 |
SCHEDULE OF FAIR VALUE MEASUREMENT INPUTS AND VALUATION TECHNIQUES | The following table provides quantitative information regarding Level 3 fair value measurements inputs of the Placement Warrants as of their measurement dates: As of December 31, Stock price $ 9.97 Strike price $ 11.50 Term (in years) 5.6 Post-Merger Period Volatility 9.5 % Risk-free rate 1.3 % Dividend yield — % Probability of completing a Business Combination 90.0 % Fair value of warrants $ 0.49 The Sponsor Working Capital Loan was valued using a Black-Scholes method that is adjusted for the estimated probability of the Company completing a Business Combination, which is considered to be a Level 3 fair value measurement. The estimated fair value of each draw of the Sponsor Working Capital Loan was based on the following significant inputs: As of As of As of As of As of As of July 16, As of May 24, As of April 1, Unit price $ 10.40 $ 10.29 $ 10.23 $ 10.12 $ 10.10 $ 10.10 $ 10.08 $ 10.38 Conversion price $ 10.00 $ 10.00 $ 10.00 $ 10.00 $ 10.00 $ 10.00 $ 10.00 $ 10.00 Expected term 0.1 0.2 0.3 0.2 0.3 0.3 0.4 0.5 Unit volatility 12.6 % 7.8 % 9.2 % 5.2 % 1.4 % 5.9 % 5.5 % 14.0 % Dividend yield — % — % — % — % — % — % — % — % Risk free rate 4.2 % 4.1 % 4.2 % 2.9 % 2.7 % 2.5 % 1.2 % 1.1 % Discount rate 6.2 % 6.1 % 6.4 % 5.7 % 6.3 % 8.5 % 5.0 % 4.4 % Probability of completing initial Business Combination 15 % 15 % 15 % 20 % 16 % 20.0 % 20 % 20 % Fair value of Sponsor Working Capital Loan $ 150,000 $ 42,400 $ 33,000 $ 35,400 $ 13,600 $ 7,000 $ 13,000 $ 23,000 |
DESCRIPTION OF ORGANIZATION A_2
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS AND LIQUIDITY (Details Narrative) - USD ($) | 11 Months Ended | 12 Months Ended | ||||||
Nov. 09, 2022 | Sep. 07, 2022 | Aug. 16, 2022 | Aug. 18, 2021 | Aug. 18, 2021 | Aug. 13, 2021 | Dec. 31, 2021 | Dec. 31, 2022 | |
Property, Plant and Equipment [Line Items] | ||||||||
Date of incorporation | Feb. 12, 2021 | |||||||
Proceeds from sale of private placement units | $ 5,216,750 | $ 2,300,000 | ||||||
Payments of Stock Issuance Costs | 770,143 | |||||||
Cash | 337,595 | 193,829 | ||||||
Working capital deficit | $ 1,396,751 | |||||||
Working capital surplus | $ 262,964 | |||||||
Excise Tax Rate | 1% | |||||||
Post Business Combination [Member] | ||||||||
Property, Plant and Equipment [Line Items] | ||||||||
Business Acquisition, Percentage of Voting Interests Acquired | 50% | |||||||
Aerwins [Member] | ||||||||
Property, Plant and Equipment [Line Items] | ||||||||
Issuance of Class B common stock to Sponsor, Shares | 57,500 | |||||||
Aerwins [Member] | Merger Agreement [Member] | ||||||||
Property, Plant and Equipment [Line Items] | ||||||||
Business Combination, Consideration Transferred | $ 600,000,000 | |||||||
Business Acquisition, Share Price | $ 10 | |||||||
Merger consideration description | The Merger Consideration otherwise payable to AERWINS stockholders was subject to the withholding of a number of shares of the Company common stock equal to three percent (3.0%) of the Merger Consideration to be placed in escrow for post-closing adjustments (if any) to the Merger Consideration. | |||||||
Minimum [Member] | ||||||||
Property, Plant and Equipment [Line Items] | ||||||||
Percentage of fair market value of business acquisition | 80% | |||||||
Business combination, net tangible assets | $ 5,000,001 | |||||||
Minimum [Member] | Aerwins [Member] | Merger Agreement [Member] | ||||||||
Property, Plant and Equipment [Line Items] | ||||||||
Net working capital | $ 3,000,000 | |||||||
Maximum [Member] | Aerwins [Member] | Merger Agreement [Member] | ||||||||
Property, Plant and Equipment [Line Items] | ||||||||
Net working capital | $ 3,000,000 | |||||||
IPO [Member] | ||||||||
Property, Plant and Equipment [Line Items] | ||||||||
Issuance of Class B common stock to Sponsor, Shares | 10,000,000 | |||||||
Price per shares | $ 10 | |||||||
Proceeds from initial public offering | $ 100,000,000 | |||||||
Sale of stock number of shares issued | 11,500,000 | |||||||
Payments of Stock Issuance Costs | 6,168,893 | |||||||
Payments for Underwriting Expense | 1,950,000 | |||||||
Deferred Offering Costs | 3,450,000 | |||||||
Other costs | 768,893 | |||||||
Cash available for working capital | $ 823,378 | |||||||
Business combination description | The Company had until February 13, 2023 to consummate a Business Combination. If the Company was unable to complete a Business Combination within 18 months from the closing of the IPO after the election of the Company of two separate three month extensions which, included the deposit of $1,150,000 for each three month extension, into the Trust Account, or as extended by the Company’s stockholders in accordance with the third amended and restated certificate of incorporation) from the closing of the Initial Public Offering to consummate a Business Combination (the “Combination Period”), the Company would have (i) ceased all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than five business days thereafter, redeemed 100% of the outstanding Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned (net of taxes payable and less interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption would have completely extinguished public stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and the Company’s board of directors, proceeded to commence a voluntary liquidation and thereby a formal dissolution of the Company, subject in each case to its obligations to provide for claims of creditors and the requirements of applicable law. | |||||||
IPO [Member] | Underwriters [Member] | ||||||||
Property, Plant and Equipment [Line Items] | ||||||||
Issuance of Class B common stock to Sponsor, Shares | 1,500,000 | |||||||
Proceeds from initial public offering | $ 2,300,000 | |||||||
Deferred Offering Costs | $ 3,450,000 | |||||||
Private Placement [Member] | ||||||||
Property, Plant and Equipment [Line Items] | ||||||||
Issuance of Class B common stock to Sponsor, Shares | 469,175 | |||||||
Price per shares | $ 10 | |||||||
Proceeds from sale of private placement units | $ 4,691,750 | |||||||
Sale of stock number of shares issued | 521,675 | |||||||
Over-Allotment Option [Member] | ||||||||
Property, Plant and Equipment [Line Items] | ||||||||
Issuance of Class B common stock to Sponsor, Shares | 1,500,000 | |||||||
Price per shares | $ 10 | $ 10 | $ 10.15 | |||||
Proceeds from initial public offering | $ 15,000,000 | |||||||
Proceeds from sale of private placement units | $ 525,000 | |||||||
Sale of stock number of shares issued | 52,500 | |||||||
IPO and Private Placement [Member] | ||||||||
Property, Plant and Equipment [Line Items] | ||||||||
Proceeds from issuance or sale of equity | $ 116,725,000 |
SCHEDULE OF CONTINGENTLY REDEEM
SCHEDULE OF CONTINGENTLY REDEEMABLE CLASS A COMMON STOCK (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Contingently redeemable Class A Common Stock | $ 120,141,615 | $ 116,725,000 |
Common Class A [Member] | ||
Gross Proceeds | 115,000,000 | 115,000,000 |
Less: Proceeds allocated to public warrants | (9,427,125) | (9,427,125) |
Less: Class A shares issuance costs | (5,663,197) | (5,663,197) |
Plus: Accretion of carrying value to redemption value | 3,416,615 | 16,815,322 |
Contingently redeemable Class A Common Stock | $ 120,141,615 | $ 116,725,000 |
SCHEDULE OF BASIC AND DILUTED N
SCHEDULE OF BASIC AND DILUTED NET INCOME (LOSS) PER SHARE (Details) - USD ($) | 11 Months Ended | 12 Months Ended |
Dec. 31, 2021 | Dec. 31, 2022 | |
Net income | $ 4,585,547 | $ 2,732,973 |
Common Class A [Member] | ||
Net income | $ 3,224,096 | $ 2,207,686 |
Basic weighted average shares outstanding | 5,223,819 | 12,083,113 |
Diluted weighted average shares outstanding | 5,223,819 | 12,083,113 |
Basic net income per share | $ 0.62 | $ 0.18 |
Diluted net income per share | $ 0.62 | $ 0.18 |
Common Class B [Member] | ||
Net income | $ 1,361,451 | $ 525,287 |
Basic weighted average shares outstanding | 2,205,882 | 2,875,000 |
Diluted weighted average shares outstanding | 2,205,882 | 2,875,000 |
Basic net income per share | $ 0.62 | $ 0.18 |
Diluted net income per share | $ 0.62 | $ 0.18 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 11 Months Ended | 12 Months Ended |
Dec. 31, 2021 | Dec. 31, 2022 | |
Property, Plant and Equipment [Line Items] | ||
Cash | $ 337,595 | $ 193,829 |
Cash equivalents | 0 | 0 |
Assets Held-in-trust, Noncurrent | 116,728,213 | 120,600,737 |
Unrecognized Tax Benefits | 0 | 0 |
Interest Payable, Current | $ 0 | $ 0 |
Effective tax rate | 0% | 9.60% |
Federal depository insurance coverage | $ 250,000 | $ 250,000 |
Public Warrants and Placement Warrants [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Number of warrants to purchase shares | 9,188,756 | |
Redeemable Class A Common Stock [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Redemption of shares | 11,500,000 | 11,500,000 |
Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Business combination, net tangible assets | $ 5,000,001 | |
State and Local Jurisdiction [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Effective tax rate | 0% | 9.60% |
INITIAL PUBLIC OFFERING (Detail
INITIAL PUBLIC OFFERING (Details Narrative) - $ / shares | Aug. 18, 2021 | Dec. 31, 2022 |
Subsidiary, Sale of Stock [Line Items] | ||
Exercise price per share | $ 0.01 | |
IPO [Member] | ||
Subsidiary, Sale of Stock [Line Items] | ||
Sale of stock, number of shares issued in transaction | 11,500,000 | |
Shares price per share | $ 10 | |
Warrants description | Each Unit consists of one common stock and three-quarters of one redeemable warrant (“Public Warrant”). | |
Exercise price per share | $ 11.5 |
PRIVATE PLACEMENT (Details Narr
PRIVATE PLACEMENT (Details Narrative) - USD ($) | Nov. 09, 2022 | Aug. 10, 2022 | Aug. 18, 2021 | Aug. 13, 2021 | Dec. 31, 2022 | Dec. 31, 2021 |
Subsidiary, Sale of Stock [Line Items] | ||||||
Proceeds from loans | $ 1,150,000 | |||||
Exercise price | $ 0.01 | |||||
Common Class A [Member] | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Common stock, par value | 0.000001 | $ 0.000001 | ||||
Exercise price | $ 18 | |||||
Aerwins [Member] | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Proceeds from loans | $ 575,000 | |||||
Purchased shares of placement units | 57,500 | |||||
Mehana Capital LLC [Member] | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Proceeds from loans | $ 575,000 | $ 1,150,000 | ||||
Purchased shares of placement units | 57,500 | 115,000 | ||||
Mehana Capital LLC [Member] | Common Class A [Member] | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Common stock, par value | $ 0.000001 | $ 0.000001 | ||||
Exercise price | $ 11.5 | $ 11.5 | ||||
Private Placement [Member] | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Sale of stock number of shares issued | 521,675 | |||||
Price per share | $ 10 | |||||
Sale of stock value | $ 5,216,750 | |||||
Purchased shares of placement units | 469,175 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | 11 Months Ended | 12 Months Ended | ||||||
Nov. 09, 2022 | Aug. 10, 2022 | Aug. 13, 2021 | Mar. 22, 2021 | Dec. 31, 2021 | Dec. 31, 2022 | Sep. 23, 2021 | Aug. 18, 2021 | |
Cash | $ 337,595 | $ 193,829 | ||||||
Fair value of working capital loan initial measurement | 92,000 | |||||||
Fair value of working capital loan | $ 150,000 | |||||||
Deposits | $ 1,150,000 | |||||||
Proceeds from loans | $ 1,150,000 | |||||||
Exercise price | $ 0.01 | |||||||
Mehana Capital LLC [Member] | ||||||||
Purchased shares of placement units | 57,500 | 115,000 | ||||||
Proceeds from loans | $ 575,000 | $ 1,150,000 | ||||||
Administrative Support Agreement [Member] | Mehana Capital LLC [Member] | ||||||||
Service cost payable | $ 10,000 | |||||||
Formation cost | 229 | |||||||
Incurred expense | $ 47,096 | $ 120,000 | ||||||
Affiliate Sponsor [Member] | ||||||||
Working capital loan | $ 1,500,000 | |||||||
Business Acquisition, Share Price | $ 0.1 | $ 10 | ||||||
Proceeds from related party debt | $ 960,000 | |||||||
Deposits | 1,150,000 | |||||||
Payments for repurchase of equity | 2,300,000 | |||||||
Affiliate Sponsor [Member] | Sponsor Working Capital Loan [Member] | ||||||||
Issuable, value assigned | $ 1,500,000 | |||||||
Business Acquisition, Share Price | $ 10 | |||||||
Affiliate Sponsor [Member] | Maximum [Member] | Sponsor Working Capital Loan [Member] | ||||||||
Working capital loan | $ 1,500,000 | |||||||
Aerwins [Member] | ||||||||
Purchased shares of placement units | 57,500 | |||||||
Proceeds from loans | $ 575,000 | |||||||
IPO [Member] | ||||||||
Purchased shares of placement units | 10,000,000 | |||||||
Price per shares | $ 10 | |||||||
Exercise price | $ 11.5 | |||||||
IPO [Member] | Promissory Note [Member] | ||||||||
Loan amount | $ 300,000 | |||||||
Promissory note - related party | $ 186,542 | |||||||
Common Class B [Member] | ||||||||
Purchased shares of placement units | 2,875,000 | |||||||
Cash | $ 25,000 | |||||||
Forfeited shares | 375,000 | |||||||
Percentage of issued and outstanding shares | 20% | |||||||
Price per shares | $ 12 | |||||||
Common stock par value | $ 0.000001 | $ 0.000001 | ||||||
Common Class A [Member] | ||||||||
Exercise price | 18 | |||||||
Common stock par value | $ 0.000001 | $ 0.000001 | ||||||
Common Class A [Member] | Mehana Capital LLC [Member] | ||||||||
Exercise price | $ 11.5 | $ 11.5 | ||||||
Common stock par value | $ 0.000001 | $ 0.000001 |
COMMITMENTS (Details Narrative)
COMMITMENTS (Details Narrative) - IPO [Member] - USD ($) | 12 Months Ended | |
Aug. 13, 2021 | Dec. 31, 2022 | |
Subsidiary, Sale of Stock [Line Items] | ||
Purchased shares of placement units | 10,000,000 | |
Proceeds from initial public offering | $ 100,000,000 | |
Deferred underwriting fees | 3,450,000 | |
Underwriting fees | $ 1,950,000 | |
Underwriters [Member] | ||
Subsidiary, Sale of Stock [Line Items] | ||
Purchased shares of placement units | 1,500,000 | |
Percentage of underwriting discount | 2% | |
Proceeds from initial public offering | $ 2,300,000 | |
Percentage of deferred fee | 3% | |
Deferred underwriting fees | $ 3,450,000 | |
Underwriting rebatement | $ 350,000 |
STOCKHOLDERS' DEFICIT (Details
STOCKHOLDERS' DEFICIT (Details Narrative) - $ / shares | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Mar. 22, 2021 | |
Class of Stock [Line Items] | |||
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | |
Preferred stock, par value | $ 0.000001 | $ 0.000001 | |
Preferred stock, shares issued | 0 | 0 | |
Preferred stock, shares outstanding | 0 | 0 | |
Class of warrant or right exercise price of warrants or rights1 | $ 0.01 | ||
Public Warrants [Member] | |||
Class of Stock [Line Items] | |||
Class of warrant or right exercise price of warrants or rights1 | $ 11.5 | ||
Warrants outstanding | 8,625,000 | 8,625,000 | |
Warrants and rights outstanding term | 5 years | ||
Placement Warrants [Member] | |||
Class of Stock [Line Items] | |||
Warrants outstanding | 563,756 | 391,256 | |
Common Class A [Member] | |||
Class of Stock [Line Items] | |||
Common stock, shares authorized | 100,000,000 | 100,000,000 | |
Common stock, par value | $ 0.000001 | $ 0.000001 | |
Common stock, shares issued | 751,675 | 521,675 | |
Common stock, shares outstanding | 751,675 | 521,675 | |
Redemption of shares | 11,500,000 | 11,500,000 | |
Class of warrant or right exercise price of warrants or rights1 | $ 18 | ||
Common Class B [Member] | |||
Class of Stock [Line Items] | |||
Common stock, shares authorized | 10,000,000 | 10,000,000 | |
Common stock, par value | $ 0.000001 | $ 0.000001 | |
Common stock, shares issued | 2,875,000 | 2,875,000 | 2,875,000 |
Common stock, shares outstanding | 2,875,000 | 2,875,000 | 2,875,000 |
Voting rights of common stock, description | Holders of the Company’s Class B common stock are entitled to one vote for each share | ||
Common stock, shares transfer | 100,000 |
INCOME TAX (Details Narrative)
INCOME TAX (Details Narrative) - USD ($) | 11 Months Ended | 12 Months Ended |
Dec. 31, 2021 | Dec. 31, 2022 | |
Operating Loss Carryforwards [Line Items] | ||
Valuation allowance | $ 134,787 | $ 193,804 |
Operating Loss Carryforwards | $ 29,828 | 16,627 |
US Federal [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Operating Loss Carryforwards | 328,864 | |
Hawaii State [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Operating Loss Carryforwards | $ 0 |
SIGNIFICANT NET DEFERRED TAX AS
SIGNIFICANT NET DEFERRED TAX ASSETS (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Deferred tax assets: | ||
Start-up costs | $ 311,964 | $ 104,959 |
Net operation loss carryforward | 16,627 | 29,828 |
Total deferred tax asset | 328,591 | 134,787 |
Valuation allowance | (328,591) | (134,787) |
Deferred tax liabilities: | ||
Unrealized gain on investments | 0 | 0 |
Total deferred tax liabilities | 0 | 0 |
Deferred tax asset, net of allowance | $ 0 | $ 0 |
SCHEDULE OF INCOME TAX PROVISIO
SCHEDULE OF INCOME TAX PROVISION (Details) - USD ($) | 11 Months Ended | 12 Months Ended |
Dec. 31, 2021 | Dec. 31, 2022 | |
Federal | ||
Current | $ 0 | $ 289,122 |
Deferred | (134,787) | (116,642) |
State | ||
Current | 0 | 0 |
Deferred | 0 | (77,162) |
Change in valuation allowance | 134,787 | 193,804 |
Income tax provision | $ 0 | $ 289,122 |
SCHEDULE OF FEDERAL INCOME TAX
SCHEDULE OF FEDERAL INCOME TAX RATE (Details) | 11 Months Ended | 12 Months Ended |
Dec. 31, 2021 | Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | ||
Statutory federal income tax rate | 21% | 21% |
State taxes, net of federal tax benefit | 0% | (2.60%) |
Change in fair value of derivative warrant liabilities | (25.10%) | (25.10%) |
Non-deductible transaction costs | 2.30% | 9.90% |
Change in valuation allowance | 1.80% | 6.40% |
Income tax provision | 0% | 9.60% |
SCHEDULE OF ASSETS MEASURED AT
SCHEDULE OF ASSETS MEASURED AT FAIR VALUE ON A RECURRING BASIS BY LEVEL WITHIN FAIR VALUE HIERARCHY (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Defined Benefit Plan Disclosure [Line Items] | ||
Marketable Securities held in Trust Account | $ 120,600,737 | $ 116,728,213 |
Public Warrants | 603,750 | 4,052,888 |
Placement Warrants | 39,463 | 190,151 |
Fair Value, Inputs, Level 1 [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Marketable Securities held in Trust Account | 120,600,737 | 116,728,213 |
Public Warrants | 4,052,888 | |
Fair Value, Inputs, Level 2 [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Public Warrants | 603,750 | |
Placement Warrants | 39,463 | |
Fair Value, Inputs, Level 3 [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Placement Warrants | $ 190,151 | |
Sponsor Working Capital Loan | $ 150,000 |
SCHEDULE OF CHANGE IN FAIR VALU
SCHEDULE OF CHANGE IN FAIR VALUE OF THE WARRANT LIABILITIES (Details) - USD ($) | 3 Months Ended | 11 Months Ended | ||
Dec. 31, 2022 | Sep. 30, 2022 | Jun. 30, 2022 | Dec. 31, 2021 | |
Subsidiary, Sale of Stock [Line Items] | ||||
Fair Value, Liability, Recurring Basis, Unobservable Input Reconciliation, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration] | Fair Value Adjustment of Warrants | Fair Value Adjustment of Warrants | ||
Public Warrants [Member] | Fair Value, Inputs, Level 3 [Member] | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Initial measurement | $ 9,864,941 | |||
Change in fair value | $ (166,676) | (5,621,902) | ||
Transfer to Level 1 | $ (31,238) | (4,052,888) | ||
Fair Value Measurement With Unobservable Inputs Reconciliation Recurring Basis Liability Issues1 | 7,763 | |||
Fair value as of ending balance | 190,151 | |||
Sponsor Working Capital Loan [Member] | Fair Value, Inputs, Level 3 [Member] | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Initial measurement | $ 42,400 | 13,600 | 13,000 | |
Initial measurement of draw on Sponsor Working Capital Loan | 33,000 | 7,000 | $ 23,000 | |
Change in fair value of Sponsor Working Capital Loan | (17,400) | |||
Fair Value Measurement With Unobservable Inputs Reconciliation Recurring Basis Liability Issues2 | $ 35,400 | |||
Fair value as of ending balance | $ 150,000 | $ 0 |
SCHEDULE OF FAIR VALUE MEASUREM
SCHEDULE OF FAIR VALUE MEASUREMENT INPUTS AND VALUATION TECHNIQUES (Details) | 11 Months Ended | 12 Months Ended | |||||||
Dec. 13, 2022 USD ($) $ / shares | Oct. 27, 2022 USD ($) $ / shares | Sep. 12, 2022 USD ($) $ / shares | Aug. 08, 2022 USD ($) $ / shares | Jul. 16, 2022 USD ($) $ / shares | May 24, 2022 USD ($) $ / shares | Apr. 01, 2022 USD ($) $ / shares | Dec. 31, 2021 $ / shares | Dec. 31, 2022 USD ($) $ / shares | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||||||
Fair value of warrants | $ 0.49 | ||||||||
Fair value of Sponsor Working Capital Loan | $ | $ 42,400 | $ 33,000 | $ 35,400 | $ 13,600 | $ 7,000 | $ 13,000 | $ 23,000 | $ 150,000 | |
Measurement Input, Share Price [Member] | |||||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||||||
Unit price | $ 10.29 | $ 10.23 | $ 10.12 | $ 10.1 | $ 10.1 | $ 10.08 | $ 10.38 | $ 10.4 | |
Measurement Input, Share Price [Member] | Private placement warrant [Member] | |||||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||||||
Probability of completing a Business Combination | 9.97 | ||||||||
Measurement Input, Exercise Price [Member] | |||||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||||||
Conversion price | $ 10 | $ 10 | |||||||
Measurement Input, Exercise Price [Member] | Private placement warrant [Member] | |||||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||||||
Probability of completing a Business Combination | 11.5 | ||||||||
Measurement Input, Expected Term [Member] | |||||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||||||
Expected term | 2 months 12 days | 3 months 18 days | 2 months 12 days | 3 months 18 days | 3 months 18 days | 4 months 24 days | 6 months | 1 month 6 days | |
Measurement Input, Expected Term [Member] | Private placement warrant [Member] | |||||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||||||
Expected term | 5 years 7 months 6 days | ||||||||
Measurement Input, Price Volatility [Member] | |||||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||||||
Probability of completing a Business Combination | 7.8 | 9.2 | 5.2 | 1.4 | 5.9 | 5.5 | 14 | 12.6 | |
Measurement Input, Price Volatility [Member] | Private placement warrant [Member] | |||||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||||||
Probability of completing a Business Combination | 9.5 | ||||||||
Measurement Input, Risk Free Interest Rate [Member] | |||||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||||||
Probability of completing a Business Combination | 4.1 | 4.2 | 2.9 | 2.7 | 2.5 | 1.2 | 1.1 | 4.2 | |
Measurement Input, Risk Free Interest Rate [Member] | Private placement warrant [Member] | |||||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||||||
Probability of completing a Business Combination | 1.3 | ||||||||
Measurement Input, Expected Dividend Rate [Member] | |||||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||||||
Dividend yield | 0% | 0% | 0% | 0% | 0% | 0% | 0% | 0% | |
Measurement Input, Expected Dividend Rate [Member] | Private placement warrant [Member] | |||||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||||||
Dividend yield | 0% | ||||||||
Measurement Input Probability Of Completing Business Combination [Member] | |||||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||||||
Probability of completing a Business Combination | 15 | 15 | 20 | 16 | 20 | 20 | 20 | 15 | |
Measurement Input Probability Of Completing Business Combination [Member] | Private placement warrant [Member] | |||||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||||||
Probability of completing a Business Combination | 90 | ||||||||
Measurement Input, Conversion Price [Member] | |||||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||||||
Conversion price | $ 10 | $ 10 | $ 10 | $ 10 | $ 10 | $ 10 | |||
Measurement Input, Discount Rate [Member] | |||||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||||||
Probability of completing a Business Combination | 6.1 | 6.4 | 5.7 | 6.3 | 8.5 | 5 | 4.4 | 6.2 |
FAIR VALUE MEASUREMENTS (Detail
FAIR VALUE MEASUREMENTS (Details Narrative) - USD ($) | 11 Months Ended | 12 Months Ended |
Dec. 31, 2021 | Dec. 31, 2022 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable Securities held in Trust Account | $ 116,728,213 | $ 120,600,737 |
Change in fair value of warrant liability | (5,621,902) | (3,612,764) |
Gain loss on fair value of warrants | 17,400 | |
Proceeds from working capital loan | 792,600 | |
Fair Value, Recurring [Member] | Placement Warrants [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrants transferred from a Level 3 measurement | $ 31,238 | |
Fair Value, Recurring [Member] | Public Warrants [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrants transferred from a Level 3 measurement | $ 4,052,888 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) | 11 Months Ended | 12 Months Ended | ||||||||||||
Mar. 17, 2023 USD ($) | Mar. 17, 2023 JPY (¥) | Feb. 27, 2023 JPY (¥) | Feb. 03, 2023 USD ($) $ / shares shares | Feb. 02, 2023 USD ($) shares | Jan. 27, 2023 USD ($) $ / shares shares | Jan. 25, 2023 USD ($) $ / shares shares | Jan. 24, 2023 USD ($) | Jan. 23, 2023 USD ($) shares | Sep. 07, 2022 USD ($) | Sep. 07, 2022 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2022 USD ($) | Feb. 06, 2023 | |
Subsequent Event [Line Items] | ||||||||||||||
Structuring fees | $ 770,143 | |||||||||||||
Merger Agreement [Member] | AERWINS Shares [Member] | ||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||
Business Combination, Consideration Transferred | $ 600,000,000 | |||||||||||||
Merger Agreement [Member] | Aerwins [Member] | ||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||
Business Combination, Consideration Transferred | $ 600,000,000 | |||||||||||||
Subsequent Event [Member] | ||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||
Loans Payable | $ 170,000 | |||||||||||||
Common stock, shares authorized | shares | 10,089,442 | |||||||||||||
Marketable Securities held in trust account | $ 1,795,997 | |||||||||||||
Business Combination, issuance of shares | shares | 60,000,000 | |||||||||||||
Percentage of common shares issuable on outstanding balance of fully diluted shares | 15% | |||||||||||||
Withdrawal of interet income from Trust Account to pay income taxes | $ 159,122 | |||||||||||||
Subsequent Event [Member] | Consulting Fees [Member] | ||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||
Percentage of share of total revenue | 5% | |||||||||||||
Subsequent Event [Member] | Software License Fee [Member] | ||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||
Percentage of share of total revenue | 5% | |||||||||||||
Subsequent Event [Member] | Loan [Member] | ||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||
Increase in Debt Instrument, Interest Rate | 14.60% | |||||||||||||
Debt Instrument, Interest Rate | 2.475% | |||||||||||||
Debt Instrument, Maturity Date | Apr. 15, 2023 | |||||||||||||
Debt Instrument, Face Amount | ¥ 200,000,000 | $ 1,469,400 | ||||||||||||
Subsequent Event [Member] | JPY [Member] | Loan [Member] | ||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||
Foreign Currency Conversion Rate | 1 | |||||||||||||
Subsequent Event [Member] | USD | Loan [Member] | ||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||
Foreign Currency Conversion Rate | 0.007347 | |||||||||||||
Subsequent Event [Member] | Aerwins [Member] | ||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||
Common stock, shares issued | shares | 150,000 | |||||||||||||
Subsequent Event [Member] | Affiliate Sponsor [Member] | AERWINS Shares [Member] | ||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||
Percentage of common stock voting rights owned | 6.70% | |||||||||||||
Subsequent Event [Member] | Merger Agreement [Member] | ||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||
Stock Issued During Period, Value, Stock Options Exercised | $ 118,900,000 | |||||||||||||
Temporary Equity, Redemption Price Per Share | $ / shares | $ 10.5 | |||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercises in Period | shares | 11,328,988 | |||||||||||||
Subsequent Event [Member] | Standby Equity Purchase Agreement [Member] | ||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||
Options, grants in period | shares | 469,291 | |||||||||||||
Subsequent Event [Member] | Stock Purchase Agreement [Member] | Public Shares [Member] | ||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||
Conversion of Stock, Amount Converted | $ 5,000,000 | |||||||||||||
Conversion of Stock, Shares Converted | shares | 5,000,000 | |||||||||||||
Subsequent Event [Member] | Stock Purchase Agreement [Member] | AERWINS Shares [Member] | ||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||
Conversion of Stock, Shares Issued | shares | 3,196,311 | |||||||||||||
Subsequent Event [Member] | Option Award Agreements [Member] | Chief Financial Officer [Member] | ||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||
Options, grants in period, exercise price | $ / shares | $ 0.00015 | |||||||||||||
Options, grants in period | shares | 469,291 | |||||||||||||
Subsequent Event [Member] | Option Award Agreements [Member] | Chief Product Officer [Member] | ||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||
Options, grants in period, exercise price | $ / shares | $ 0.00015 | |||||||||||||
Options, grants in period | shares | 739,916 | |||||||||||||
Subsequent Event [Member] | Option Award Agreements [Member] | Executive Officer [Member] | ||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||
Options, grants in period, exercise price | $ / shares | $ 0.00015 | |||||||||||||
Options, grants in period | shares | 703,937 | |||||||||||||
Subsequent Event [Member] | Option Award Agreements [Member] | Chief Executive Officer [Member] | ||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||
Options, grants in period, exercise price | $ / shares | $ 0.00015 | |||||||||||||
Options, grants in period | shares | 1,525,196 | |||||||||||||
Subsequent Event [Member] | Executive Employment Agreements [Member] | Chief Financial Officer [Member] | ||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||
Severance payment | $ 200,000 | |||||||||||||
Subsequent Event [Member] | Executive Employment Agreements [Member] | Chief Product Officer [Member] | ||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||
Severance payment | 200,000 | |||||||||||||
Subsequent Event [Member] | Executive Employment Agreements [Member] | Executive Officer [Member] | ||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||
Severance payment | 200,000 | |||||||||||||
Subsequent Event [Member] | Executive Employment Agreements [Member] | Chief Executive Officer [Member] | ||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||
Severance payment | $ 200,000 | |||||||||||||
Subsequent Event [Member] | Lock Up Agreement [Member] | ||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||
Share Price | $ / shares | $ 12 | |||||||||||||
Subsequent Event [Member] | Lock Up Agreement [Member] | Share Redemption Price One [Member] | ||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||
Volume weighted average price of shares | $ / shares | $ 13 | |||||||||||||
Number of trading days for determining share price | 20 days | |||||||||||||
Subsequent Event [Member] | Lock Up Agreement [Member] | Share Redemption Price Two [Member] | ||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||
Volume weighted average price of shares | $ / shares | $ 15 | |||||||||||||
Number of trading days for determining share price | 30 days | |||||||||||||
Subsequent Event [Member] | Lock Up Agreement [Member] | Share Redemption Price Three [Member] | ||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||
Volume weighted average price of shares | $ / shares | $ 17 | |||||||||||||
Number of trading days for determining share price | 150 days | |||||||||||||
Subsequent Event [Member] | Sponsor Lock-up Agreement [Member] | ||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||
Share Price | $ / shares | $ 12 | |||||||||||||
Subsequent Event [Member] | Sponsor Lock-up Agreement [Member] | Share Redemption Price One [Member] | ||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||
Number of trading days for determining share price | 20 days | |||||||||||||
Subsequent Event [Member] | Sponsor Lock-up Agreement [Member] | Share Redemption Price Two [Member] | ||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||
Number of trading days for determining share price | 30 days | |||||||||||||
Subsequent Event [Member] | Sponsor Lock-up Agreement [Member] | Share Redemption Price Three [Member] | ||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||
Number of trading days for determining share price | 150 days | |||||||||||||
Subsequent Event [Member] | Security Holders [Member] | AERWINS Shares [Member] | ||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||
Percentage of common stock voting rights owned | 93% | |||||||||||||
Subsequent Event [Member] | Public Stockholders [Member] | AERWINS Shares [Member] | ||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||
Percentage of common stock voting rights owned | 0.30% | |||||||||||||
Subsequent Event [Member] | Vault Investments LLC [Member] | Co-venturer [Member] | ||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||
Amount Of Investment | $ 2,300,000 | ¥ 300,000,000 | ||||||||||||
Subsequent Event [Member] | YA II PN, Ltd [Member] | Standby Equity Purchase Agreement [Member] | ||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||
Structuring fees | $ 15,000 | |||||||||||||
Percentage of issued and outstanding shares | 19.99% | |||||||||||||
Percentage of common stock voting rights owned | 4.99% | |||||||||||||
Number of maximum months allowed to sell shares | 36 months | |||||||||||||
Subsequent Event [Member] | YA II PN, Ltd [Member] | Standby Equity Purchase Agreement [Member] | Maximum [Member] | ||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||
Percentage of market price of shares | 97% | |||||||||||||
Subsequent Event [Member] | YA II PN, Ltd [Member] | Standby Equity Purchase Agreement [Member] | Minimum [Member] | ||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||
Percentage of market price of shares | 96% |