Cover
Cover - shares | 12 Months Ended | |
Dec. 31, 2022 | Mar. 31, 2023 | |
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 | 001-41102 | |
Entity Registrant Name | Canna-Global Acquisition Corp | |
Entity Central Index Key | 0001867443 | |
Entity Tax Identification Number | 86-3692449 | |
Entity Incorporation, State or Country Code | DE | |
Entity Address, Address Line One | 4640 Admiralty Way | |
Entity Address, Address Line Two | Suite 500 | |
Entity Address, City or Town | Marina Del Rey | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 90292 | |
City Area Code | (310) | |
Local Phone Number | 496-5700 | |
Entity Well-known Seasoned Issuer | No | |
Entity Voluntary Filers | No | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Elected Not To Use the Extended Transition Period | false | |
Entity Shell Company | true | |
Auditor Firm ID | 206 | |
Auditor Name | MaloneBailey, LLP | |
Auditor Location | Houston, Texas | |
Units Each Consisting Of One Share Of Class Common Stock [Member] | ||
Title of 12(b) Security | Units, each consisting of one share of Class A common stock, par value $0.000001 per share | |
Trading Symbol | CNGLU | |
Security Exchange Name | NASDAQ | |
Class Common Stock Included As Part Of Units [Member] | ||
Title of 12(b) Security | Class A common stock included as part of the units | |
Trading Symbol | CNGL | |
Security Exchange Name | NASDAQ | |
Redeemable Warrants Included As Part Of Units [Member] | ||
Title of 12(b) Security | Redeemable warrants included as part of the units | |
Trading Symbol | CNGLW | |
Security Exchange Name | NASDAQ | |
Representatives Shares Of Class Common Stock [Member] | ||
Title of 12(b) Security | Representative’s shares of Class A common stock | |
Trading Symbol | CNGL | |
Security Exchange Name | NASDAQ | |
Common Class A [Member] | ||
Entity Common Stock, Shares Outstanding | 802,500 | |
Common Class B [Member] | ||
Entity Common Stock, Shares Outstanding | 5,750,000 |
Balance Sheets
Balance Sheets - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Current Assets | ||
Cash | $ 54,476 | $ 576,864 |
Accounts receivable | 25,000 | 25,000 |
Prepaid expenses | 6,350 | 79,925 |
Total Current Assets | 85,826 | 681,789 |
Cash and Marketable Securities held in trust account | 24,599,703 | 233,451,338 |
Total Assets | 24,685,529 | 234,133,127 |
Current liabilities | ||
Accounts payable | 555,605 | |
Accrued expenses | 20,000 | 30,000 |
Franchise tax payable | 206,719 | 82,317 |
Income tax payable | 231,252 | |
Working capital loan | 190,000 | |
Extension loan | 106,622 | |
Promissory note – related party | 154,288 | |
Total Current Liabilities | 1,310,198 | 266,605 |
Deferred underwriter commission | 8,050,000 | 8,050,000 |
Total Liabilities | 9,360,198 | 8,316,605 |
Commitments and Contingencies | ||
Class A common stock subject to possible redemption; 23,000,000 shares (at $10.15 per share at December 31, 2021 and $10.38 per share at December 31, 2022) | 23,019,232 | 233,450,000 |
Shareholders’ Deficit | ||
Preferred Stock, $0.000001 par value; 2,000,000 shares authorized; none issued and outstanding | ||
Accumulated deficit | (7,693,908) | (7,633,485) |
Total Shareholders’ Deficit | (7,693,901) | (7,633,478) |
Total Liabilities and Shareholders’ Deficit | 24,685,529 | 234,133,127 |
Common Class A [Member] | ||
Shareholders’ Deficit | ||
Common stock value | 1 | 1 |
Common Class B [Member] | ||
Shareholders’ Deficit | ||
Common stock value | $ 6 | $ 6 |
Balance Sheets (Parenthetical)
Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2022 | Dec. 31, 2021 |
Temporary equity, shares outstanding | 23,000,000 | 23,000,000 |
Temporary equity, redemption price per share | $ 10.38 | $ 10.15 |
Preferred stock, par value | $ 0.000001 | $ 0.000001 |
Preferred stock, shares authorized | 2,000,000 | 2,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common Class A [Member] | ||
Temporary equity, redemption price per share | $ 10.26 | |
Common stock, par value | $ 0.000001 | $ 0.000001 |
Common stock, shares authorized | 200,000,000 | 200,000,000 |
Common stock, shares issued | 860,000 | 860,000 |
Common stock, shares outstanding | 860,000 | 860,000 |
Subject to possible redemption shares | 23,000,000 | 23,000,000 |
Common Class B [Member] | ||
Common stock, par value | $ 0.000001 | $ 0.000001 |
Common stock, shares authorized | 20,000,000 | 20,000,000 |
Common stock, shares issued | 5,750,000 | 5,750,000 |
Common stock, shares outstanding | 5,750,000 | 5,750,000 |
Statements of Operations
Statements of Operations - USD ($) | 9 Months Ended | 12 Months Ended |
Dec. 31, 2021 | Dec. 31, 2022 | |
Formation and operating costs | $ (267,199) | $ (1,174,964) |
Franchise tax | (82,317) | (206,719) |
Loss from Operations | (349,516) | (1,381,683) |
Other Income | ||
Interest earned on marketable securities held in trust account | 1,338 | 2,772,773 |
Net Income (Loss) before income taxes | (348,178) | 1,391,090 |
Income tax expense | (231,252) | |
Net Income (Loss) | $ (348,178) | $ 1,159,838 |
Class A Common Stock Subject To Redemption [Member] | ||
Other Income | ||
Weighted average shares outstanding of Class B common stock | 2,778,333 | 21,994,765 |
Basic and diluted net income (loss) per common stock | $ (0.05) | $ 0.04 |
Class B Non Redeemable Common Stock [Member] | ||
Other Income | ||
Weighted average shares outstanding of Class B common stock | 3,724,432 | 5,750,000 |
Basic and diluted net income (loss) per common stock | $ (0.05) | $ 0.04 |
Statements of Changes in Shareh
Statements of Changes in Shareholders' Deficit - USD ($) | Common Stock [Member] Common Class A [Member] | Common Stock [Member] Common Class B [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Balance – April 12, 2021 (Inception) at Apr. 11, 2021 | |||||
Beginning Balance, shares at Apr. 11, 2021 | |||||
Net Income (Loss) | (348,178) | (348,178) | |||
Issuance of Class B Common stock to Sponsor | $ 6 | 24,994 | 25,000 | ||
Issuance of Class B Common stock to Sponsor, shares | 5,750,000 | ||||
Sale of Units in Initial Public Offering, net of offering costs | $ 23 | 226,164,677 | 226,164,700 | ||
Sale of Units in Initial Public Offering, net of offering costs, shares | 23,000,000 | ||||
Class A Common Stock subject to possible redemption | $ (23) | (233,449,977) | (233,450,000) | ||
Class A Common Stock subject to possible redemption, shares | (23,000,000) | ||||
Sale of Private Placement Units | $ 1 | 8,024,999 | 8,025,000 | ||
Sale of Private Placement Units, shares | 802,500 | ||||
Representative shares | |||||
Representative shares, shares | 57,500 | ||||
Deferred underwriting commission | (8,050,000) | (8,050,000) | |||
Re-classification | 7,285,307 | (7,285,307) | |||
Balance – December 31, 2021 at Dec. 31, 2021 | $ 1 | $ 6 | (7,633,485) | (7,633,478) | |
Ending Balance, shares at Dec. 31, 2021 | 860,000 | 5,750,000 | |||
Subsequent measurement of common stock subject to redemption | (1,113,639) | (1,113,639) | |||
Additional amount deposited into trust ($0.045 per common stock subject to possible redemption) | (106,622) | (106,622) | |||
Net Income (Loss) | 1,159,838 | 1,159,838 | |||
Balance – December 31, 2021 at Dec. 31, 2022 | $ 1 | $ 6 | $ (7,693,908) | $ (7,693,901) | |
Ending Balance, shares at Dec. 31, 2022 | 860,000 | 5,750,000 |
Statements of Changes in Shar_2
Statements of Changes in Shareholders' Deficit (Parenthetical) | Dec. 31, 2022 $ / shares |
Statement of Stockholders' Equity [Abstract] | |
Common stock subject to possible redemptions | $ 0.045 |
Statements of Cash Flows
Statements of Cash Flows - USD ($) | 9 Months Ended | 12 Months Ended |
Dec. 31, 2021 | Dec. 31, 2022 | |
Cash flows from operating activities: | ||
Net income (loss) | $ (348,178) | $ 1,159,838 |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Interest earned on marketable securities held in Trust Account | (1,338) | (2,772,773) |
Changes in operating assets and liabilities: | ||
Related party costs | ||
Prepaid expenses | (41,825) | 73,576 |
Account payable | 555,605 | |
Accrued expenses | 30,000 | (10,000) |
Franchise Tax payable | 82,317 | 124,402 |
Income tax payable | 231,252 | |
Net cash used in operating activities | (279,024) | (638,100) |
Cash flows from investing activities: | ||
Interest withdraw from Trust Account | 80,000 | |
Investment of cash in Trust Account | (233,450,000) | (106,622) |
Net cash used in investing activities | (233,450,000) | (26,622) |
Cash flows from financing activities: | ||
Proceeds from extension loan | 190,000 | |
Proceeds from working capital loan | 106,622 | |
Proceeds from sale of Units, net of IPO costs | 226,225,788 | |
Proceeds from sale of private placement units | 8,025,000 | |
Deferred offering costs | ||
Proceeds from issuance of Class B common stock to Sponsor | 25,000 | |
Repayment of promissory note - related party | (154,288) | |
Proceeds from promissory note - related party | 100 | |
Net cash provided by (used in) financing activities | 234,305,888 | 142,334 |
Net change in cash | 576,864 | (522,388) |
Cash at the beginning of the period | 576,864 | |
Cash at the end of the period | 576,864 | 54,476 |
Supplemental Disclosures of Noncash Financing Activities | ||
Deferred offering costs included in promissory note – related party | 154,188 | |
Deferred underwriting fee payable | 8,050,000 | |
Initial Classification of Class A common stock subject to redemption | 233,450,000 | |
Remeasurement of Class A common stock subject to redemption | 1,113,639 | |
Extension Funds attributable to common stock subject to redemption | 106,622 | |
Payment of redeemed shares | $ 211,651,029 |
Description of Organization and
Description of Organization and Business Operations | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Description of Organization and Business Operations | Note 1 — Description of Organization and Business Operations Canna-Global Acquisition Corp (the “Company”) is a blank check company incorporated in Delaware on April 12, 2021 As of December 31, 2022, the Company had not commenced any operations beyond its initial public offering and seeking an initial Business Combination. All activity for the period from April 12, 2021 (inception) through December 31, 2022 relates to the Company’s formation and the Offering (as defined below). The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from the Offering. The Company has selected December 31 as its fiscal year end. The Company’s sponsor is Canna-Global LLC, a Delaware limited liability company (the “Sponsor”). The registration statement for the Company’s Initial Public Offering was declared effective on November 29, 2021. On November 30, 2021, the Company held its Initial Public Offering of 20,000,000 10.00 200,000,000 11,885,300 8,050,000 3,000,000 Simultaneously with the consummation of the closing of the Offering, the Company consummated the private placement of an aggregate of 712,500 10.00 7,125,000 Additionally, on December 2, 2021, the Company consummated the closing of the sale of 3,000,000 10.00 30,000,000 450,000 Each Unit consists of one share of Class A common stock of the Company, par value $ 0.000001 11.50 CANNA-GLOBAL ACQUISITION CORP NOTES TO FINANCIAL STATEMENTS December 31, 2022 Note 1 — Description of Organization and Business Operations (Continued) Simultaneously with the exercise of the overallotment, the Company consummated the Private Placement of an additional 90,000 900,000 A total of $ 233,450,000 We incurred transaction costs in the IPO with the exercise of the overallotment totaling $ 15,335,300 3,450,000 8,050,000 3,450,000 385,300 Following the closing of the Initial Public Offering and full exercise of underwriter’s over-allotment option, $ 853,288 54,476 1,224,372 The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Placement Units, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. Nasdaq rules provide that the Business Combination must be with one or more target businesses that together have a fair market value equal to at least 80 The Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. There is no assurance that the Company will be able to successfully effect a Business Combination. CANNA-GLOBAL ACQUISITION CORP NOTES TO FINANCIAL STATEMENTS December 31, 2022 Note 1 — Description of Organization and Business Operations (Continued) The Company will provide its holders of the outstanding Public Shares (the “public stockholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. In connection with a proposed Business Combination, the Company may seek stockholder approval of a Business Combination at a meeting called for such purpose at which stockholders may seek to redeem their shares, regardless of whether they vote for or against a Business Combination. The Company will proceed with a Business Combination only if the Company has net tangible assets of at least $ 5,000,001 The Company will have until May 2, 2023, subject to seven (7) one-month extensions to December 2, 2023 (the “Termination Date”) to consummate a Business Combination. If the Company is unable to complete a Business Combination by the Termination Date, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account including interest earned on the funds held in the trust account and not previously released to us to pay our taxes (less up to $ 100,000 Our Sponsor has agreed that it will be liable to us if and to the extent any claims by a third party (other than the independent public accounting firm) for services rendered or products sold to us, or a prospective target business with which we have entered into a written letter of intent, confidentiality or similar agreement or business combination agreement, reduce the amount of funds in the trust account to below the lesser of (i) $ 10.15 10.15 In connection with the voting on the Extension Amendment Proposal at the Special Meeting, holders of 20,630,630 10.26 211,651,029 24,599,703 In connection with approval of the Extension Amendment Proposal, the Company caused $ 0.045 106,622 2,369,370 CANNA-GLOBAL ACQUISITION CORP NOTES TO FINANCIAL STATEMENTS December 31, 2022 Note 1 — Description of Organization and Business Operations (Continued) Liquidity and Management’s Plans Prior to the completion of the Initial Public Offering, the Company lacked the liquidity it needed to sustain operations for a reasonable period of time, which is considered to be one year from the issuance date of the financial statements. The Company has since completed its Initial Public Offering at which time capital in excess of the funds deposited in the Trust Account and/or used to fund offering expenses was released to the Company for general working capital purposes. Accordingly, management has since re-evaluated the Company’s liquidity and financial condition and determined that sufficient capital exists to sustain operations through the earlier of the consummation of a Business Combination or one year from this Report and therefore substantial doubt has been alleviated. There is no assurance that the Company’s plans to consummate an initial Business Combination will be successful within the Combination Period. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Going Concern Consideration The Company expects to incur significant costs in pursuit of its financing and acquisition plans. In connection with the Company’s assessment of going concern considerations in accordance with Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined that if the Company is unsuccessful in consummating an initial business combination within the prescribed period of time from the closing of the IPO, the requirement that the Company cease all operations, redeem the public shares and thereafter liquidate and dissolve raises substantial doubt about the ability to continue as a going concern. The balance sheet does not include any adjustments that might result from the outcome of this uncertainty. Management has determined that the Company has funds that are sufficient to fund the working capital needs of the Company until the consummation of an initial business combination or the winding up of the Company as stipulated in the Company’s second amended and restated memorandum of association, as amended. The accompanying financial statement has been prepared in conformity with generally accepted accounting principles in the United States of America (“GAAP”), which contemplate continuation of the Company as a going concern. Risks and Uncertainties Management is currently evaluating the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of the financial statement. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2 — Summary of Significant Accounting Policies Basis of Presentation The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. 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 growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. CANNA-GLOBAL ACQUISITION CORP NOTES TO FINANCIAL STATEMENTS December 31, 2022 Note 2 — Summary of Significant Accounting Policies (Continued) Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. Cash equivalents are carried at cost, which approximates fair value. The Company had $ 54,476 no 576,864 no Marketable Securities Held in Trust Account The Company’s portfolio of investments is comprised solely of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act that invest only in direct U.S. government treasury obligation. The Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the unaudited condensed balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in investment income earned on investment held in Trust Account in the accompanying unaudited statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. At December 31, 2022, substantially all of the assets held in the Trust Account were held in mutual funds. At December 31, 2022, the balance in the Trust Account was $ 24,599,703 233,451,338 Income Taxes The Company accounts for income taxes under FASB ASC 740, “Income Taxes” (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. The Company is subject to income tax examinations by major taxing authorities since inception. These examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. During the year ended December 31, 2022, the Company generated taxable income of $ 1,042,912 231,262 0 349,516 0 349,516 0 The realization of deferred tax assets, including net operating loss carryforwards, is dependent on the generation of future taxable income sufficient to realize the tax deductions, carryforwards, and credits. Valuation allowances on deferred tax assets are recognized if it is determined that it is more likely than not that the asset will not be realized. CANNA-GLOBAL ACQUISITION CORP NOTES TO FINANCIAL STATEMENTS December 31, 2022 Note 2 — Summary of Significant Accounting Policies (Continued) 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 amended and restated certificate of incorporation. In accordance with ASC 480, conditionally redeemable Class A common stock (including shares of Class A common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. Ordinary liquidation events, which involve the redemption and liquidation of all of the entity’s equity instruments, are excluded from the provisions of ASC 480. Although the Company did not specify a maximum redemption threshold, its charter provides that currently, the Company will not redeem its public shares in an amount that would cause its net tangible assets (stockholders’ equity) to be less than $ 5,000,001 10.15 10.38 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 Net Loss Per Share Net income per share is computed by dividing net income by the weighted average number of common stock shares outstanding for the period. The calculation of diluted income (loss) per share does not consider the effect of the warrants issued in connection with the Initial Public Offering and warrants issued as components of the Private Placement Units (the “Placement Warrants”) since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. The Company’s statements of operations include a presentation of income per share for common stock shares subject to possible redemption in a manner similar to the two-class method of income per share. Net income per common share, basic and diluted, for redeemable Class A common stock is calculated by dividing the net income allocable to Class A common stock subject to possible redemption, by the weighted average number of redeemable Class A common stock outstanding since original issuance. Net income per common stock, basic and diluted, for non-redeemable Class A and Class B common stock is calculated by dividing net income allocable to non-redeemable common stock, by the weighted average number of shares of non-redeemable common stock outstanding for the periods. Shares of non-redeemable Class B common stock include the founder shares as these common shares do not have any redemption features and do not participate in the income earned on the Trust Account. Schedule of Anti-dilutive Basic and Diluted Earnings Per Share FOR YEAR ENDED DECEMBER 31, 2022 FOR THE PERIOD FROM APRIL 12, 2021 (INCEPTION) DECEMBER 31, 2021 Class A common stock Numerator: net income (loss) allocable to Class A common shares $ 919,466 $ (147,994 ) Denominator: weighted average number of Class A common shares 21,994,765 2,778,333 Basic and diluted net income (loss) per Class A common share $ 0.04 $ (0.05 ) Non-redeemable Class B common shares Numerator: net income (loss) allocable to non-redeemable Class B common stock $ (240,372 ) $ (200,184 ) Denominator: weighted average number of non-redeemable Class B common shares 5,750,000 3,724,432 Basic and diluted net income (loss) per non-redeemable Class B common shares $ (0.04 ) $ (0.05 ) CANNA-GLOBAL ACQUISITION CORP NOTES TO FINANCIAL STATEMENTS December 31, 2022 Note 2 — Summary of Significant Accounting Policies (Continued) 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, presented as non-operating expenses in the statement of operations. Offering costs associated with the Class A common stock were charged to stockholders’ equity upon the completion of the Initial Public Offering. Fair Value of Financial Instruments The Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. 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. Recent Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements. CANNA-GLOBAL ACQUISITION CORP NOTES TO FINANCIAL STATEMENTS December 31, 2022 |
Initial Public Offering
Initial Public Offering | 12 Months Ended |
Dec. 31, 2022 | |
Initial Public Offering | |
Initial Public Offering | Note 3 — Initial Public Offering Pursuant to the Initial Public Offering the Company consummated on December 2, 2021, the Company sold 23,000,000 10.00 230,000,000 Each Public Warrant entitles the holder purchase one share of Class A common stock at an exercise price of $ 11.50 |
Private Placement
Private Placement | 12 Months Ended |
Dec. 31, 2022 | |
Private Placement | |
Private Placement | Note 4 — Private Placement Simultaneously with the closing of the Initial Public Offering, the Company consummated the private sale (the “Private Placement”) of an aggregate of 802,500 10.00 8,025,000 A portion of the proceeds from the Private Placement Units was added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Units held in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Units will be worthless. The Private Placement Warrants (including the Class A common stock issuable upon exercise of the Private Placement Warrants) will not be transferable, assignable or salable until 30 days after the completion of an Initial Business Combination, subject to certain exceptions. |
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 July 13, 2021, the Sponsor purchased 5,750,000 25,000 750,000 20 The holders of the Founder Shares have agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur of: (A) six months after the completion of a Business Combination and (B) subsequent to a Business Combination, (x) if the last reported sale price of the Class A Common Stock equals or exceeds $12.00 per share (as adjusted for share splits, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital share exchange or other similar transaction that results in all of the Public Stockholders having the right to exchange their shares of Class B common stock for cash, securities or other property. CANNA-GLOBAL ACQUISITION CORP NOTES TO FINANCIAL STATEMENTS December 31, 2022 Note 5 — Related Party Transactions (Continued) Promissory Note — Related Party On April 12, 2021 the Sponsor issued an unsecured promissory note to the Company (the “Promissory Note”), pursuant to which the Company may borrow up to an aggregate principal amount of $ 300,000 154,288 Related Party Loans In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). Such Working Capital Loans would be evidenced by promissory notes. The notes may be repaid upon completion of a Business Combination, without interest, or, at the lender’s discretion, up to $ 1,500,000 10.00 nil 190,000 Sponsor Funding of Trust Account In order to fund the trust to the required level, the Sponsor has deposited $ 3,450,000 Representative Shares In connection with the IPO, the Company issued the Representative 57,500 The Representative will not sell, transfer, assign, pledge or hypothecate the Representative Shares, or cause the Representative Shares to be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the Representative Shares by any person, for a period of 180 days (pursuant to Rule 5110(e)(1) of the Conduct Rules of FINRA) following the Effective Date to anyone other than (i) the Representative or an underwriter or selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such underwriter or selected dealer. On and after the 181st day following the Effective Date, transfers to others may be made subject to compliance with or exemptions from applicable securities laws. CANNA-GLOBAL ACQUISITION CORP NOTES TO FINANCIAL STATEMENTS December 31, 2022 Note 5 — Related Party Transactions (Continued) Administrative Support Agreement Commencing on the date the Units are first listed on the Nasdaq, the Company agreed to pay the Sponsor a total of $ 10,000 nil 120,000 Consulting Agreement On March 15, 2022, the Company signed an agreement with Jonathan Combs, who is related to our CEO, for consulting service. The company has agreed to pay him a total of $ 7,000 63,000 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 6 — Commitments and Contingencies Registration Rights The holders of the Founder Shares, Private Placement Units and warrants that may be issued upon conversion of Working Capital Loans (and shares of Class A common stock issuable upon the exercise of the Private Placement Warrants or warrants issued upon conversion of the Working Capital Loans and upon conversion of the Founder Shares) will be entitled to registration rights pursuant to a registration rights agreement signed prior to or on the effective date of Initial Public Offering requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to shares of Class A common stock). The holders of these securities will be entitled to make up to three demands, excluding short form registration 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 completion of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. However, the registration rights agreement provides that the Company will not be required to effect or permit any registration or cause any registration statement to become effective until the securities covered thereby are released from their lock-up restrictions. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriters Agreement The Company granted the underwriters a 45-day option from the date of Initial Public Offering to purchase up to 3,000,000 The underwriters were entitled to a cash underwriting discount of $ 0.15 3,000,000 3,450,000 0.35 7,000,000 8,050,000 On December 2, 2021, the underwriters purchased an additional 3,000,000 10.00 30,000,000 CANNA-GLOBAL ACQUISITION CORP NOTES TO FINANCIAL STATEMENTS December 31, 2022 |
Stockholders_ Equity
Stockholders’ Equity | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
Stockholders’ Equity | Note 7 – Stockholders’ Equity Preferred Shares 2,000,000 0.000001 As of December 31, 2021, there were no no Class A Common Stock 200,000,000 0.000001 Holders of the Company’s Class A common stock are entitled to one vote for each share. 860,000 23,000,000 860,000 2,369,370 Class B Common stock 20,000,000 0.000001 5,750,000 20 5,750,000 20 Only holders of the Class B common stock will have the right to vote on the election of directors prior to the Business Combination. Holders of Class A Common Stock and holders of Class B common stock will vote together as a single class on all matters submitted to a vote of our Stockholders except as otherwise required by law. In connection with our initial business combination, we may enter into a Stockholders agreement or other arrangements with the Stockholders of the target or other investors to provide for voting or other corporate governance arrangements that differ from those in effect upon completion of this offering. The shares of Class B common stock will automatically convert into Class A Common Stock at the time of a Business Combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment. In the case that additional shares of Class A Common Stock, or equity-linked securities, are issued or deemed issued in excess of the amounts issued in the Initial Public Offering and related to the closing of a Business Combination, the ratio at which shares of Class B common stock shall convert into shares of Class A Common Stock will be adjusted (unless the holders of a majority of the then-outstanding shares of Class B common stock agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A Common Stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, on an as-converted basis, 20 Warrants — Public Warrants may only be exercised for a whole number of shares. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination and (b) 12 months from the closing of the Initial Public Offering. The Public Warrants 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 Stock 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, or a valid exemption from registration is available. 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 residence of the exercising holder, or an exemption from registration is available. CANNA-GLOBAL ACQUISITION CORP NOTES TO FINANCIAL STATEMENTS December 31, 2022 Note 7 – Stockholders’ Equity (Continued) The Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of a Business Combination, the Company will use its commercially reasonable efforts to file, and within 60 business days following a Business Combination to have declared effective, a registration statement covering the issuance of the shares of Class A Common Stock issuable upon exercise of the warrants and to maintain a current prospectus relating to those shares of Class A Common Stock until the warrants expire or are redeemed. Notwithstanding the above, if the Class A Common Stock is at the time of any exercise of a warrant not listed on a national securities exchange such that it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company 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, the Company will not be required to file or maintain in effect a registration statement, but 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. Redemption of Warrants when the Price per Share of Class A Common Stock Equals or Exceeds $ 18.00 ● in whole and not in part; ● at a price of $ 0.01 ● upon a minimum of 30 days’ prior written notice of redemption, or the 30-day redemption period to each warrant holder; and ● if, and only if, the last reported sale price of the Class A Common Stock equals or exceeds $ 18.00 If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws. If the Company calls the Public Warrants for redemption, as described above, its management will have the option to require any holder that wishes to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of Class A Common Stock issuable upon exercise of the Public Warrants may be adjusted in certain circumstances including in the event of a stock dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. However, except as described below, the Public Warrants will not be adjusted for issuances of Class A Common Stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the Public Warrants. If the Company is unable to complete a Business Combination by the Termination Date and the Company liquidates the funds held in the Trust Account, holders of Public Warrants will not receive any of such funds with respect to their Public Warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such Public Warrants. Accordingly, the Public Warrants may expire worthless. The Private Placement Warrants are identical to the Public Warrants underlying the Units being sold in the Initial Public Offering. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 8 – Subsequent Events In accordance with ASC Topic 855, “Subsequent Events”, which establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued, the Company has evaluated all events or transactions that occurred up to the date the audited financial statements were available to issue. In connection with the exercise of the second, third, fourth and fifth monthly extensions of the Termination Date, the Company caused $ 0.045 106,622 2,369,370 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. 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 growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. CANNA-GLOBAL ACQUISITION CORP NOTES TO FINANCIAL STATEMENTS December 31, 2022 Note 2 — Summary of Significant Accounting Policies (Continued) |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. Cash equivalents are carried at cost, which approximates fair value. The Company had $ 54,476 no 576,864 no |
Marketable Securities Held in Trust Account | Marketable Securities Held in Trust Account The Company’s portfolio of investments is comprised solely of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act that invest only in direct U.S. government treasury obligation. The Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the unaudited condensed balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in investment income earned on investment held in Trust Account in the accompanying unaudited statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. At December 31, 2022, substantially all of the assets held in the Trust Account were held in mutual funds. At December 31, 2022, the balance in the Trust Account was $ 24,599,703 233,451,338 |
Income Taxes | Income Taxes The Company accounts for income taxes under FASB ASC 740, “Income Taxes” (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. The Company is subject to income tax examinations by major taxing authorities since inception. These examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. During the year ended December 31, 2022, the Company generated taxable income of $ 1,042,912 231,262 0 349,516 0 349,516 0 The realization of deferred tax assets, including net operating loss carryforwards, is dependent on the generation of future taxable income sufficient to realize the tax deductions, carryforwards, and credits. Valuation allowances on deferred tax assets are recognized if it is determined that it is more likely than not that the asset will not be realized. CANNA-GLOBAL ACQUISITION CORP NOTES TO FINANCIAL STATEMENTS December 31, 2022 Note 2 — Summary of Significant Accounting Policies (Continued) |
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 amended and restated certificate of incorporation. In accordance with ASC 480, conditionally redeemable Class A common stock (including shares of Class A common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. Ordinary liquidation events, which involve the redemption and liquidation of all of the entity’s equity instruments, are excluded from the provisions of ASC 480. Although the Company did not specify a maximum redemption threshold, its charter provides that currently, the Company will not redeem its public shares in an amount that would cause its net tangible assets (stockholders’ equity) to be less than $ 5,000,001 10.15 10.38 |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution which, at times may exceed the Federal depository insurance coverage of $ 250,000 |
Net Loss Per Share | Net Loss Per Share Net income per share is computed by dividing net income by the weighted average number of common stock shares outstanding for the period. The calculation of diluted income (loss) per share does not consider the effect of the warrants issued in connection with the Initial Public Offering and warrants issued as components of the Private Placement Units (the “Placement Warrants”) since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. The Company’s statements of operations include a presentation of income per share for common stock shares subject to possible redemption in a manner similar to the two-class method of income per share. Net income per common share, basic and diluted, for redeemable Class A common stock is calculated by dividing the net income allocable to Class A common stock subject to possible redemption, by the weighted average number of redeemable Class A common stock outstanding since original issuance. Net income per common stock, basic and diluted, for non-redeemable Class A and Class B common stock is calculated by dividing net income allocable to non-redeemable common stock, by the weighted average number of shares of non-redeemable common stock outstanding for the periods. Shares of non-redeemable Class B common stock include the founder shares as these common shares do not have any redemption features and do not participate in the income earned on the Trust Account. Schedule of Anti-dilutive Basic and Diluted Earnings Per Share FOR YEAR ENDED DECEMBER 31, 2022 FOR THE PERIOD FROM APRIL 12, 2021 (INCEPTION) DECEMBER 31, 2021 Class A common stock Numerator: net income (loss) allocable to Class A common shares $ 919,466 $ (147,994 ) Denominator: weighted average number of Class A common shares 21,994,765 2,778,333 Basic and diluted net income (loss) per Class A common share $ 0.04 $ (0.05 ) Non-redeemable Class B common shares Numerator: net income (loss) allocable to non-redeemable Class B common stock $ (240,372 ) $ (200,184 ) Denominator: weighted average number of non-redeemable Class B common shares 5,750,000 3,724,432 Basic and diluted net income (loss) per non-redeemable Class B common shares $ (0.04 ) $ (0.05 ) CANNA-GLOBAL ACQUISITION CORP NOTES TO FINANCIAL STATEMENTS December 31, 2022 Note 2 — Summary of Significant Accounting Policies (Continued) |
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, presented as non-operating expenses in the statement of operations. Offering costs associated with the Class A common stock were charged to stockholders’ equity upon the completion of the Initial Public Offering. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. 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. |
Recent Accounting Standards | Recent Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Schedule of Anti-dilutive Basic and Diluted Earnings Per Share | Schedule of Anti-dilutive Basic and Diluted Earnings Per Share FOR YEAR ENDED DECEMBER 31, 2022 FOR THE PERIOD FROM APRIL 12, 2021 (INCEPTION) DECEMBER 31, 2021 Class A common stock Numerator: net income (loss) allocable to Class A common shares $ 919,466 $ (147,994 ) Denominator: weighted average number of Class A common shares 21,994,765 2,778,333 Basic and diluted net income (loss) per Class A common share $ 0.04 $ (0.05 ) Non-redeemable Class B common shares Numerator: net income (loss) allocable to non-redeemable Class B common stock $ (240,372 ) $ (200,184 ) Denominator: weighted average number of non-redeemable Class B common shares 5,750,000 3,724,432 Basic and diluted net income (loss) per non-redeemable Class B common shares $ (0.04 ) $ (0.05 ) |
Description of Organization a_2
Description of Organization and Business Operations (Details Narrative) - USD ($) | 9 Months Ended | 12 Months Ended | ||
Dec. 02, 2021 | Dec. 31, 2021 | Dec. 31, 2022 | Dec. 02, 2022 | |
Property, Plant and Equipment [Line Items] | ||||
Date of incorporation | Apr. 12, 2021 | |||
Issuance price per share | $ 10.15 | |||
Deferred underwriting commission | $ 8,050,000 | $ 8,050,000 | ||
Proceeds from private placement | 8,025,000 | |||
Stock transaction description | Each Unit consists of one share of Class A common stock of the Company, par value $0.000001 per share (“Class A Common Stock”), and one redeemable warrant of the Company (“Warrant”), with each whole Warrant entitling the holder thereof to purchase one share of Class A Common Stock for $11.50 per share, subject to adjustment | |||
Proceeds from offering and private placement | $ 233,450,000 | |||
Cash | $ 576,864 | 54,476 | ||
Working capital | $ 1,224,372 | |||
Fair market value on assets held in trust percentage | 80% | |||
Expenses payable on dissolution | $ 100,000 | |||
Temporary equity, redemption price | $ 10.15 | $ 10.38 | ||
Common stock held in trust | $ 24,599,703 | |||
Temporary equity, price per share | $ 0.045 | |||
Minimum [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Minimum net tangible asset upon consummation of business combination | $ 5,000,001 | |||
Maximum [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Issuance price per share | $ 10.15 | |||
Post Business Combination [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Business acquisition, voting interest rate | The Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. There is no assurance that the Company will be able to successfully effect a Business Combination. | |||
Common Class A [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Issuance price per share | $ 11.50 | 18 | ||
Common stock, par value | $ 0.000001 | $ 0.000001 | $ 0.000001 | |
Temporary equity, shares issued | 20,630,630 | |||
Temporary equity, redemption price | $ 10.26 | |||
Temporary equity, shares issued value | $ 211,651,029 | |||
Common Class A [Member] | Trust Account [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Temporary equity, price per share | $ 0.045 | |||
Temporary equity, redemption amount | $ 106,622 | |||
Temporary equity, share deposited in trust account | 2,369,370 | |||
IPO [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Issuance of shares | 20,000,000 | |||
Issuance price per share | $ 10 | |||
Proceeds from issuance of shares | $ 200,000,000 | |||
Offering costs | 11,885,300 | |||
Deferred underwriting commission | $ 8,050,000 | |||
Stock transaction description | Each Public Warrant entitles the holder purchase one share of Class A common stock at an exercise price of $11.50 per whole share. | |||
Transaction costs | 15,335,300 | |||
Cash underwriting fees | 3,450,000 | |||
Deferred underwriting fees | 8,050,000 | |||
Transaction cost funded to trust account | 3,450,000 | |||
Other costs | 385,300 | |||
IPO [Member] | Trust Account [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Cash | $ 853,288 | |||
Over-Allotment Option [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Issuance of shares | 3,000,000 | |||
Issuance price per share | $ 10 | |||
Proceeds from issuance of shares | $ 30,000,000 | |||
Underwriting fees | $ 450,000 | |||
Private Placement [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Issuance of shares | 712,500 | |||
Issuance price per share | $ 10 | |||
Proceeds from private placement | $ 7,125,000 | |||
Private Placement [Member] | Canna Global LLC [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Issuance of shares | 90,000 | 802,500 | ||
Issuance price per share | $ 10 | |||
Proceeds from private placement | $ 900,000 | $ 8,025,000 |
Schedule of Anti-dilutive Basic
Schedule of Anti-dilutive Basic and Diluted Earnings Per Share (Details) - USD ($) | 9 Months Ended | 12 Months Ended |
Dec. 31, 2021 | Dec. 31, 2022 | |
Common Class A [Member] | ||
Numerator: net income (loss) allocable to non-redeemable Class B common stock | $ (147,994) | $ 919,466 |
Denominator: weighted average number of non-redeemable Class B common shares | 2,778,333 | 21,994,765 |
Basic and diluted net income (loss) per non-redeemable Class B common shares | $ (0.05) | $ 0.04 |
Non Redeemable Class B Common Shares [Member] | ||
Numerator: net income (loss) allocable to non-redeemable Class B common stock | $ (200,184) | $ (240,372) |
Denominator: weighted average number of non-redeemable Class B common shares | 3,724,432 | 5,750,000 |
Basic and diluted net income (loss) per non-redeemable Class B common shares | $ (0.05) | $ (0.04) |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Accounting Policies [Abstract] | ||
Cash | $ 54,476 | $ 576,864 |
Cash equivalents | 0 | 0 |
Cash and marketable securities held in trust account | 24,599,703 | 233,451,338 |
Taxable income | 1,042,912 | |
Accured income tax expense | 231,262 | |
Operating loss carryforward | 0 | 349,516 |
Valuation allowance | 0 | 349,516 |
Deferred tax asset | 0 | $ 0 |
Intangible asset net | $ 5,000,001 | |
Redemption price per share | $ 10.38 | $ 10.15 |
Cash insured with federal insurance | $ 250,000 |
Initial Public Offering (Detail
Initial Public Offering (Details Narrative) - USD ($) | 9 Months Ended | 12 Months Ended | |
Dec. 02, 2021 | Dec. 31, 2021 | Dec. 31, 2022 | |
Subsidiary, Sale of Stock [Line Items] | |||
Shares issued, price per share | $ 10.15 | ||
Proceeds from initial public offering | $ 226,225,788 | ||
Stock transaction description | Each Unit consists of one share of Class A common stock of the Company, par value $0.000001 per share (“Class A Common Stock”), and one redeemable warrant of the Company (“Warrant”), with each whole Warrant entitling the holder thereof to purchase one share of Class A Common Stock for $11.50 per share, subject to adjustment | ||
Exercise price | $ 0.01 | ||
IPO [Member] | |||
Subsidiary, Sale of Stock [Line Items] | |||
Sale of stock unit purchase price, shares | 23,000,000 | ||
Shares issued, price per share | $ 10 | ||
Proceeds from initial public offering | $ 230,000,000 | ||
Stock transaction description | Each Public Warrant entitles the holder purchase one share of Class A common stock at an exercise price of $11.50 per whole share. | ||
Exercise price | $ 11.50 |
Private Placement (Details Narr
Private Placement (Details Narrative) - USD ($) | 9 Months Ended | 12 Months Ended | |
Dec. 02, 2021 | Dec. 31, 2021 | Dec. 31, 2022 | |
Subsidiary, Sale of Stock [Line Items] | |||
Issuance price per share | $ 10.15 | ||
Proceeds from private placement | $ 8,025,000 | ||
Private Placement [Member] | |||
Subsidiary, Sale of Stock [Line Items] | |||
Issuance of shares | 712,500 | ||
Issuance price per share | $ 10 | ||
Proceeds from private placement | $ 7,125,000 | ||
Private Placement [Member] | Canna Global LLC [Member] | |||
Subsidiary, Sale of Stock [Line Items] | |||
Issuance of shares | 90,000 | 802,500 | |
Issuance price per share | $ 10 | ||
Proceeds from private placement | $ 900,000 | $ 8,025,000 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | 9 Months Ended | 12 Months Ended | |||||
Mar. 15, 2022 | Dec. 02, 2021 | Jul. 13, 2021 | Dec. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Apr. 12, 2021 | |
Related Party Transaction [Line Items] | |||||||
Issuance of shares, value | $ 25,000 | ||||||
Notes Payable, Related Parties | 154,288 | $ 154,288 | |||||
Administrative Support Agreement [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Sponsor fees | 10,000 | ||||||
Sponsor fees paid | 120,000 | ||||||
Consulting Agreement [Member] | Jonathan Combs [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Sponsor fees | $ 7,000 | ||||||
Payment to consulting | 63,000 | ||||||
Over-Allotment Option [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Issuance of shares | 3,000,000 | ||||||
Representative shares, shares | 57,500 | ||||||
Sponsor [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Debt instrument converted amount | $ 1,500,000 | ||||||
Debt instrument conversion price per shares | $ 10 | ||||||
Working capital loans drawn | $ 190,000 | ||||||
Deposits in trust account | $ 3,450,000 | ||||||
Unsecured Promissory Note [Member] | Sponsor [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Principal amount | $ 300,000 | ||||||
Notes Payable, Related Parties | $ 154,288 | ||||||
Common Class B [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Percentage of issued and outstanding shares | 20% | 20% | |||||
Founder Shares [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Related party transactions description | The holders of the Founder Shares have agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur of: (A) six months after the completion of a Business Combination and (B) subsequent to a Business Combination, (x) if the last reported sale price of the Class A Common Stock equals or exceeds $12.00 per share (as adjusted for share splits, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital share exchange or other similar transaction that results in all of the Public Stockholders having the right to exchange their shares of Class B common stock for cash, securities or other property. | ||||||
Founder Shares [Member] | Common Class B [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Issuance of shares | 5,750,000 | ||||||
Issuance of shares, value | $ 25,000 | ||||||
Share issued for forfeiture | $ 750,000 | ||||||
Percentage of issued and outstanding shares | 20% |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 02, 2021 | Dec. 31, 2022 | |
Subsidiary, Sale of Stock [Line Items] | ||
Share price | $ 10.15 | |
Over-Allotment Option [Member] | ||
Subsidiary, Sale of Stock [Line Items] | ||
Issuance of shares | 3,000,000 | |
Share price | $ 10 | |
Proceeds from equity or sales | $ 30,000,000 | |
Over-Allotment Option [Member] | Underwriters Agreement [Member] | ||
Subsidiary, Sale of Stock [Line Items] | ||
Issuance of shares | 3,000,000 | |
Share price | $ 0.15 | |
Cash underwriting discount | $ 3,000,000 | |
Cash underwriting discount were exercised | $ 3,450,000 | |
Deferred fees, per share | $ 0.35 | |
Deferred underwriting commissions in initial public offering | $ 7,000,000 | |
Deferred underwriting commissions were exercised | $ 8,050,000 |
Stockholders_ Equity (Details N
Stockholders’ Equity (Details Narrative) - $ / shares | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 02, 2021 | |
Class of Stock [Line Items] | |||
Preferred stock, shares authorized | 2,000,000 | 2,000,000 | |
Preferred stock, par value | $ 0.000001 | $ 0.000001 | |
Preferred stock, shares issued | 0 | 0 | |
Preferred stock, shares outstanding | 0 | 0 | |
Percentage of issued and outstanding shares | 20% | ||
Shares issued, price per share | $ 10.15 | ||
Exercise price of warrants | $ 0.01 | ||
Warrant redemption, description | if, and only if, the last reported sale price of the Class A Common Stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganization, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to warrant holders. | ||
Common Class A [Member] | |||
Class of Stock [Line Items] | |||
Common stock, shares authorized | 200,000,000 | 200,000,000 | |
Common stock, par value | $ 0.000001 | $ 0.000001 | $ 0.000001 |
Common stock, voting rights | Holders of the Company’s Class A common stock are entitled to one vote for each share. | ||
Common stock, shares outstanding | 860,000 | 860,000 | |
Subject to possible redemption shares | 2,369,370 | 23,000,000 | |
Shares issued, price per share | $ 18 | $ 11.50 | |
Common Class B [Member] | |||
Class of Stock [Line Items] | |||
Common stock, shares authorized | 20,000,000 | 20,000,000 | |
Common stock, par value | $ 0.000001 | $ 0.000001 | |
Common stock, shares outstanding | 5,750,000 | 5,750,000 | |
Percentage of issued and outstanding shares | 20% | 20% |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | Mar. 24, 2023 | Dec. 31, 2022 | Dec. 02, 2022 |
Subsequent Event [Line Items] | |||
Temporary equity, price per share | $ 0.045 | ||
Common Class A [Member] | Trust Account [Member] | |||
Subsequent Event [Line Items] | |||
Temporary equity, price per share | $ 0.045 | ||
Temporary equity, redemption amount | $ 106,622 | ||
Temporary equity, share deposited in trust account | 2,369,370 | ||
Common Class A [Member] | Subsequent Event [Member] | Trust Account [Member] | |||
Subsequent Event [Line Items] | |||
Temporary equity, price per share | $ 0.045 | ||
Temporary equity, redemption amount | $ 106,622 | ||
Temporary equity, share deposited in trust account | 2,369,370 |