Cover
Cover - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Mar. 18, 2024 | Jun. 30, 2023 | |
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Period End Date | Dec. 31, 2023 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2023 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity File Number | 001-41462 | ||
Entity Registrant Name | PONO CAPITAL TWO, INC. | ||
Entity Central Index Key | 0001930313 | ||
Entity Tax Identification Number | 88-1192288 | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Address, Address Line One | 643 Ilalo St. #102 | ||
Entity Address, City or Town | Honolulu | ||
Entity Address, State or Province | HI | ||
Entity Address, Postal Zip Code | 96813 | ||
City Area Code | (808) | ||
Local Phone Number | 892-6611 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Elected Not To Use the Extended Transition Period | false | ||
Entity Shell Company | true | ||
Entity Public Float | $ 19,785,098 | ||
Documents Incorporated by Reference [Text Block] | None | ||
ICFR Auditor Attestation Flag | false | ||
Document Financial Statement Error Correction [Flag] | false | ||
Auditor Firm ID | 688 | ||
Auditor Name | Marcum LLP | ||
Auditor Location | Boston, MA | ||
Units, each consisting of one share of Class A Common Stock and one Redeemable Warrant | |||
Title of 12(b) Security | Units, each consisting of one share of Class A Common Stock and one Redeemable Warrant | ||
Trading Symbol | PTWOU | ||
Security Exchange Name | NASDAQ | ||
Class A Common Stock, $0.0001 par value per share | |||
Title of 12(b) Security | Class A Common Stock, $0.0001 par value per share | ||
Trading Symbol | PTWO | ||
Security Exchange Name | NASDAQ | ||
Redeemable Warrants, each 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 warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50 per share | ||
Trading Symbol | PTWOW | ||
Security Exchange Name | NASDAQ | ||
Common Class A [Member] | |||
Entity Common Stock, Shares Outstanding | 5,216,290 | ||
Common Class B [Member] | |||
Entity Common Stock, Shares Outstanding | 1 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash | $ 284,394 | $ 485,564 |
Prepaid expenses | 110,149 | 236,625 |
Total Current Assets | 394,543 | 722,189 |
Marketable securities held in Trust Account | 20,850,793 | 119,220,016 |
Total Assets | 21,245,336 | 119,942,205 |
Current liabilities: | ||
Accounts payable | 43,910 | 79,440 |
Accrued expenses | 480,050 | 76,420 |
Convertible Promissory Note | 1,000,000 | |
Franchise tax payable | 72,978 | 161,644 |
Income tax payable | 11,317 | 248,508 |
Excise tax payable | 1,000,789 | |
Total Current Liabilities | 2,609,044 | 566,012 |
Deferred underwriting fee payable | 4,025,000 | 4,025,000 |
Total Liabilities | 6,634,044 | 4,591,012 |
Commitments and Contingencies (Note 6) | ||
Class A common stock subject to possible redemption, 1,922,750 and 11,500,000 shares at redemption value of $10.72 and $10.32 per share as of December 31, 2023 and 2022, respectively | 20,606,204 | 118,709,864 |
Stockholders’ Deficit: | ||
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; no shares issued and outstanding | ||
Additional paid-in capital | ||
Accumulated deficit | (5,995,269) | (3,359,028) |
Total Stockholders’ Deficit | (5,994,912) | (3,358,671) |
Total Liabilities and Stockholders’ Deficit | 21,245,336 | 119,942,205 |
Common Class A [Member] | ||
Current liabilities: | ||
Class A common stock subject to possible redemption, 1,922,750 and 11,500,000 shares at redemption value of $10.72 and $10.32 per share as of December 31, 2023 and 2022, respectively | 20,606,204 | 118,709,864 |
Stockholders’ Deficit: | ||
Common stock value | 357 | 69 |
Common Class B [Member] | ||
Stockholders’ Deficit: | ||
Common stock value | $ 288 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | ||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | |
Preferred stock, shares issued | 0 | 0 | |
Preferred stock, shares outstanding | 0 | 0 | |
Common Class A [Member] | |||
Common stock subject to possible redemption | 1,922,750 | 11,500,000 | |
Redemption of shares, par value | $ 10.72 | $ 10.32 | |
Common stock, par value | $ 0.0001 | $ 0.0001 | |
Common stock, shares authorized | 100,000,000 | 100,000,000 | |
Common stock, shares issued | 3,566,874 | [1] | 691,875 |
Common stock, shares outstanding | 3,566,874 | [1] | 691,875 |
Common Class A [Member] | Common Stock [Member] | |||
Common stock not subject to possible redemption | 2,874,999 | ||
Common Class B [Member] | |||
Common stock, par value | $ 0.0001 | $ 0.0001 | |
Common stock, shares authorized | 10,000,000 | 10,000,000 | |
Common stock, shares issued | 1 | 2,875,000 | |
Common stock, shares outstanding | 1 | 2,875,000 | |
Common Class B [Member] | Common Stock [Member] | |||
Common stock not subject to possible redemption | (2,874,999) | ||
[1] 2,874,999 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 10 Months Ended | 12 Months Ended |
Dec. 31, 2022 | Dec. 31, 2023 | |
Operating and formation costs | $ 382,051 | $ 1,635,452 |
Franchise tax expense | 161,644 | 137,379 |
Loss from Operations | (543,695) | (1,772,831) |
Other Income: | ||
Interest and dividend income on investments held in Trust Account | 1,345,016 | 2,641,407 |
Income before income taxes | 801,321 | 868,576 |
Income tax expense | (248,508) | (528,809) |
Net income | $ 552,813 | $ 339,767 |
Common Class A [Member] | ||
Other Income: | ||
Basic weighted average shares outstanding, Class B common stock | 5,951,288 | 7,840,002 |
Basic net income per share, Class B common stock | $ 0.06 | $ 0.04 |
Diluted weighted average shares outstanding, Class B common stock | 5,951,288 | 7,900,002 |
Diluted net income per share, Class B common stock | $ 0.06 | $ 0.04 |
Common Class B [Member] | ||
Other Income: | ||
Basic weighted average shares outstanding, Class B common stock | 2,683,051 | 1,008,220 |
Basic net income per share, Class B common stock | $ 0.06 | $ 0.04 |
Diluted weighted average shares outstanding, Class B common stock | 2,683,051 | 1,008,220 |
Diluted net income per share, Class B common stock | $ 0.06 | $ 0.04 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders' Deficit - USD ($) | Common Class A [Member] Common Stock [Member] | Common Class B [Member] Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total | |
Balance at Mar. 10, 2022 | ||||||
Balance, shares at Mar. 10, 2022 | ||||||
Accretion of Class A common stock subject to redemption to redemption amount | (9,208,780) | (3,911,841) | (13,120,621) | |||
Net income | 552,813 | 552,813 | ||||
Issuance of Class B common stock to Sponsor | [1] | $ 288 | 24,712 | 25,000 | ||
Issuance of Class B common stock to Sponsor, shares | 2,875,000 | |||||
Issuance of Placement Units | $ 63 | 6,343,687 | 6,343,750 | |||
Issuance of Placement Units, shares | 634,375 | |||||
Issuance of Representative shares | $ 6 | 67,269 | $ 67,275 | |||
Issuance of Representative Shares, shares | 57,500 | 57,500 | ||||
Proceeds allocated to Public Warrants | 2,978,500 | $ 2,978,500 | ||||
Value of offering costs allocated to the fair value of equity instruments | (205,388) | (205,388) | ||||
Balance at Dec. 31, 2022 | $ 69 | $ 288 | (3,359,028) | (3,358,671) | ||
Balance, shares at Dec. 31, 2022 | 691,875 | 2,875,000 | ||||
Shareholder non-redemption agreement | 709,691 | 709,691 | ||||
Shareholder non-redemption agreement | (709,691) | (709,691) | ||||
Conversion of Class B common stock to Class A common stock | $ 288 | $ (288) | ||||
Conversion of Class B common stock to Class A common stock, shares | 2,874,999 | (2,874,999) | ||||
Excise tax | (1,000,789) | (1,000,789) | ||||
Accretion of Class A common stock subject to redemption to redemption amount | (1,975,219) | (1,975,219) | ||||
Net income | 339,767 | 339,767 | ||||
Balance at Dec. 31, 2023 | $ 357 | $ (5,995,269) | $ (5,994,912) | |||
Balance, shares at Dec. 31, 2023 | 3,566,874 | 1 | ||||
[1]Includes up to 375,000 |
Consolidated Statements of Ch_2
Consolidated Statements of Changes in Stockholders' Deficit (Parenthetical) - shares | 10 Months Ended | |
May 17, 2022 | Dec. 31, 2022 | |
Common Class B [Member] | Over-Allotment Option [Member] | ||
Share-based payment arrangement, forfeited | 375,000 | 375,000 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 10 Months Ended | 12 Months Ended |
Dec. 31, 2022 | Dec. 31, 2023 | |
Cash Flows from Operating Activities: | ||
Net income | $ 552,813 | $ 339,767 |
Adjustments to reconcile net income to net cash used in operating activities: | ||
Interest and dividend income on investments held in Trust Account | (1,345,016) | (2,641,407) |
Changes in operating assets and liabilities: | ||
Prepaid expenses | (236,625) | 126,476 |
Accounts payable | 79,440 | (35,530) |
Accrued expenses | 76,420 | 403,630 |
Franchise tax payable | 161,644 | (88,666) |
Income tax payable | 248,508 | (237,191) |
Net cash used in operating activities | (462,816) | (2,132,921) |
Cash Flows from Investing Activities: | ||
Investment of cash in Trust Account | (117,875,000) | |
Proceeds from Trust Account to pay taxes | 931,751 | |
Proceeds from Trust Account for payment to redeeming shareholders | 100,078,879 | |
Net cash provided by (used in) investing activities | (117,875,000) | 101,010,630 |
Cash Flows from Financing Activities: | ||
Proceeds from convertible promissory note | 1,000,000 | |
Payment to redeeming shareholders | (100,078,879) | |
Proceeds from sale of private placement units | 6,343,750 | |
Proceeds from issuance of Class B common stock to Sponsor | 25,000 | |
Proceeds from sale of Units, net of underwriting discount paid | 113,045,000 | |
Proceeds from promissory note - related party | 300,000 | |
Repayment of Promissory note - related party | (300,000) | |
Advance from Sponsor for payment of formation costs | 412 | |
Repayment to Sponsor for payment of formation costs | (412) | |
Payment of offering costs | (590,370) | |
Net cash (used in) provided by financing activities | 118,823,380 | (99,078,879) |
Net Change in Cash | 485,564 | (201,170) |
Cash - Beginning of period | 485,564 | |
Cash - End of period | 485,564 | 284,394 |
Supplemental disclosure of non-cash investing and financing activities: | ||
Excise tax related to redemption of Class A common stock | 1,000,789 | |
Shareholder non-redemption agreement | 709,691 | |
Accretion of Class A common stock subject to redemption to redemption amount | 13,120,621 | 1,975,219 |
Fair value of Representative Shares | 67,275 | |
Deferred underwriting fee payable | 4,025,000 | |
Cash paid for income and franchise taxes | $ 992,045 |
DESCRIPTION OF ORGANIZATION, BU
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN | NOTE 1. DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN Pono Capital Two, Inc. (the “Company”) is a blank check company incorporated in Delaware on March 11, 2022 As of December 31, 2023, the Company had not commenced any operations. All activity for the period from March 11, 2022 (inception) through December 31, 2023 relates to the Company’s formation and initial public offering (“Initial Public Offering”) and subsequent costs related to completing a business combination. The Company will not generate any operating revenues until after the completion of a business combination, at the earliest. The Company will generate non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering. The Company has selected December 31 as its fiscal year end. The registration statement for the Company’s Initial Public Offering was declared effective on August 4, 2022. On August 9, 2022, the Company consummated the Initial Public Offering of 11,500,000 1,500,000 115,000,000 Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 634,375 10.00 63,000 6,343,750 Following the closing of the Initial Public Offering on August 9, 2022, an amount of $ 117,875,000 10.25 Transaction costs related to the issuances described above amounted to $ 6,637,645 1,955,000 4,025,000 67,275 590,370 284,394 On September 23, 2022, the Company announced that the holders of the Units may elect to separately trade the Public Shares and the Public Warrants (as defined in Note 3) commencing on September 26, 2022. Those Public Shares not separated will continue to trade on The Nasdaq Global Market under the symbol “PTWOU,” and the Class A Common Stock and warrants that are separated will trade on The Nasdaq Global Market under the symbols “PTWO” and “PTWOW,” respectively. PONO CAPITAL TWO, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 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. There is no assurance that the Company will be able to complete a business combination successfully. The Company must complete a business combination with one or more target businesses that together have an aggregate fair market value of at least 80 50 The Company will provide its holders of Public Shares (the “Public Stockholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a business combination either (i) in connection with a stockholder meeting called to approve the business combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a business combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially $ 10.25 Distinguishing Liabilities from Equity The Company will proceed with a business combination if the Company has net tangible assets of at least $ 5,000,001 If a stockholder vote is not required and the Company does not decide to hold a stockholder vote for business or other legal reasons, the Company will offer such redemption pursuant to the tender offer rules of the Securities and Exchange Commission (“SEC”), and file tender offer documents containing substantially the same information as would be included in a proxy statement with the SEC prior to completing a business combination. The Sponsor has agreed (a) to vote its Class B common stock, the common stock included in the Placement Units and the Public Shares purchased in the Initial Public Offering in favor of a business combination, (b) not to propose an amendment to the Amended and Restated Certificate of Incorporation with respect to the Company’s pre-business combination activities prior to the consummation of a business combination unless the Company provides dissenting Public Stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment; (c) not to redeem any shares (including the Class B common stock) and Placement Units (including underlying securities) into the right to receive cash from the Trust Account in connection with a stockholder vote to approve a business combination (or to sell any shares in a tender offer in connection with a business combination if the Company does not seek stockholder approval in connection therewith) or a vote to amend the provisions of the Amended and Restated Certificate of Incorporation relating to stockholders’ rights of pre-business combination activity and (d) that the Class B common stock and Placement Units (including underlying securities) shall not participate in any liquidating distributions upon winding up if a business combination is not consummated. However, the Sponsor will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares purchased in the Initial Public Offering if the Company fails to complete its business combination. PONO CAPITAL TWO, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Pursuant to the Third Amended and Restated Certificate of Incorporation of the Company, the Company had until 9 months (or up to 18 months from the closing of the Initial Public Offering at the election of the Company pursuant to nine one month extensions subject to satisfaction of certain conditions, including the deposit of $379,500 ($0.033 per unit) for such one month extension, into the Trust Account, or as extended by the Company’s stockholders in accordance with the Amended and Restated Certificate of Incorporation) from the closing of the Initial Public Offering to consummate a business combination (the “Combination Period”). On February 5, 2024, the Company filed an amendment to the Third Amended and Restated Certificate of Incorporation of the Company (i) to extend the Combination Period from February 9, 2023 to November 9, 2024 for no additional amount to be paid by the Sponsor into the Trust Account and (ii) to provide for the right of a holder of Class B common stock to convert such shares into shares of Class A common stock on a one-for-one basis prior to the closing of a business combination at the election of the holder If the Company is unable to complete a business combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than ten business days thereafter, redeem 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 up to $100,000), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Stockholders’ rights as stockholders (including the right to receive further 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, proceed 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. 10.00 The Sponsor has agreed that it will be liable to the Company, if and to the extent any claims by a vendor for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amounts in the Trust Account to below $ 10.25 PONO CAPITAL TWO, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Going Concern and Liquidity As of December 31, 2023, the Company had $ 284,394 1,129,417 5,995,269 1,772,831 2,132,921 1,000,000 1,500,000 Risks and Uncertainties The military action commenced in February 2022 between the Russian Federation and Belarus in the country of Ukraine and related economic sanctions, as well as the military action between Hamas and Israel and the risk of escalations of other military conflicts have created and are expected to create global economic consequences. As a result, the Company’s ability to consummate a business combination, or the operations of a target business with which the Company ultimately consummates a business combination, may be materially and adversely affected. Further, the Company’s ability to consummate a transaction may be dependent on the ability to raise equity and debt financing which may be impacted by these events, including as a result of increased market volatility, or decreased market liquidity in third-party financing being unavailable 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 are not yet determinable. These consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. On August 16, 2022, the Inflation Reduction Act of 2022 (the “IR Act”) was signed into federal law. The IR Act provides for, among other things, a new U.S. federal 1% excise tax on certain repurchases of stock by publicly traded U.S. domestic corporations and certain U.S. domestic subsidiaries of publicly traded foreign corporations occurring on or after January 1, 2023 (the “Excise Tax”). The Excise Tax is imposed on the repurchasing corporation itself, not its shareholders from which shares are repurchased. The amount of the Excise Tax is generally 1% of the fair market value of the shares repurchased at the time of the repurchase. However, for purposes of calculating the Excise Tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year. In addition, certain exceptions apply to the Excise Tax. The U.S. Department of the Treasury (the “Treasury”) has been given authority to provide regulations and other guidance to carry out and prevent the abuse or avoidance of the Excise Tax. Any redemption or other repurchase that occurs on or after January 1, 2023, in connection with a business combination, votes relating to certain amendments to the Company’s Amended and Restated Certificate of Incorporation or otherwise, may be subject to the Excise Tax. Whether and to what extent the Company would be subject to the Excise Tax in connection with a business combination, votes relating to certain amendments to the Company’s Amended and Restated Certificate of Incorporation or otherwise would depend on a number of factors, including (i) the fair market value of the redemptions and repurchases in connection with the business combination, extension or otherwise, (ii) the structure of a business combination, (iii) the nature and amount of any “PIPE” or other equity issuances in connection with a business combination (or otherwise issued not in connection with a business combination but issued within the same taxable year of a business combination) and (iv) the content of regulations and other guidance from the Treasury. The mechanics of any required payment of the Excise Tax have not been determined. The foregoing could cause a reduction in the cash available on hand to complete a business combination and in the Company’s ability to effect an extension of the time in which the Company must complete a business combination or complete a business combination. PONO CAPITAL TWO, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Consideration of IR Act Excise Tax On May 8, 2023, the Company’s stockholders redeemed 9,577,250 100,078,879 1,000,789 Proposed Business Combination On January 31, 2023, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”), by and among the Company, Pono Two Merger Sub, Inc., a Delaware corporation incorporated in January 2023, and a wholly-owned subsidiary of the Company (“Merger Sub”), SBC Medical Group Holdings Incorporated, a Delaware corporation (“SBC”), Mehana Capital, LLC, in its capacity as Purchaser Representative, and Yoshiyuki Aikawa, in his capacity as Seller Representative. Pursuant to the Merger Agreement, at the closing of the transactions contemplated by the Merger Agreement, Merger Sub will merge with and into SBC, with SBC continuing as the surviving corporation. The transactions contemplated by the Merger Agreement are referred to herein as the “Business Combination.” As a condition to closing of the Business Combination, SBC will complete certain restructuring transactions pursuant to which SBC Medical Group Co., Ltd., a Japanese corporation (“SBC-Japan”) and certain related entities which carry on the business of SBC-Japan and such other related entities, will become subsidiaries of SBC. As consideration for the Business Combination, the holders of SBC securities as of the closing of the Business Combination, collectively will be entitled to receive from the Company, in the aggregate, a number of the Company’s securities with an aggregate value equal to (a) $1,000,000,000, minus (b) the amount, if any, by which $3,000,000 exceeds SBC’s Net Working Capital, plus (c) the amount, if any, by which SBC’s Net Working Capital exceeds $3,000,000, minus (d) the aggregate amount of any outstanding indebtedness (minus cash held by SBC) of SBC at Closing, minus (e) specified transaction expenses of SBC associated with the Business Combination. The Merger Consideration otherwise payable to SBC stockholders at the Closing is subject to a number of shares of Pono Class A common stock equal to three percent (3.0%) of the Merger Consideration being placed in escrow with an escrow agent to be agreed by the parties, for post-closing adjustments (if any) to the Merger Consideration. The Merger Consideration is 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 is a negative adjustment in favor of the Company, the escrow agent shall distribute to the Company a number of shares of the Company’s Class A common stock with a value equal to the absolute value of the adjustment amount. If the adjustment is a positive adjustment in favor of SBC, the Company will issue to the SBC stockholders an additional number of shares of the Company’s Class A common stock with a value equal to the adjustment amount. PONO CAPITAL TWO, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS On April 26, 2023, the Company entered into an amendment to the Merger Agreement (the “Amendment”) with the other parties thereto. Prior to the Amendment, the Merger Agreement provided that the 1,200,000 1,000,000 On May 5, 2023, the Company held a special meeting of stockholders (the “Special Meeting”), and the chairman adjourned the Special Meeting to May 8, 2023. During the Special Meeting, stockholders approved an amendment to the Company’s amended and restated certificate of incorporation (i) to extend the date by which the Company has to consummate a business combination from May 9, 2023 to February 9, 2024 for no additional amount to be paid by the Sponsor into the Trust Account and (ii) to provide for the right of a holder of Class B common stock to convert such shares into shares of Class A common stock on a one-for-one basis prior to the closing of a business combination at the election of the holder (the “Extension Amendment”). The Company’s stockholders elected to redeem an aggregate of 9,577,250 20.0 In connection with the Special Meeting, the Company and the Sponsor entered into non-redemption agreements with certain unaffiliated stockholders owning, in the aggregate, 998,682 On May 8, 2023, the Sponsor converted 2,874,999 2,874,999 On February 3, 2024, the Company held a special meeting of stockholders (the “Special Meeting”), and the chairman adjourned the Special Meeting to February 3, 2024. During the Special Meeting, stockholders approved an amendment to the Company’s amended and restated certificate of incorporation (i) to extend the date by which the Company has to consummate a business combination from February 9, 2024 to November 9, 2024 for no additional amount to be paid by the Sponsor into the Trust Account and (ii) to provide for the right of a holder of Class B common stock to convert such shares into shares of Class A common stock on a one-for-one basis prior to the closing of a business combination at the election of the holder (the “Extension Amendment”). The Company’s stockholders elected to redeem an aggregate of 273,334 17.9 PONO CAPITAL TWO, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS On February 27, 2024, the Company and SBC entered into an Amendment to the Note Purchase Agreement (the “Amended Note Purchase Agreement”), which increased the purchase price of the Note from $ 1,000,000 2,700,000 1,000,000 2,700,000 Amended and Restated Merger Agreement On June 21, 2023, the Company entered into an Amended and Restated Agreement and Plan of Merger (the “A&R Merger Agreement”) with the parties thereto. Prior to the A&R Merger Agreement, the Merger Agreement provided that by June 22, 2023: (i) SBC shall complete its agreed upon disclosure schedules, (ii) the Company shall complete its due diligence review of SBC, and (iii) the parties to the Original Agreement shall agree upon any modifications or amendments to the Original Agreement to the terms and conditions therein. The parties entered into the A&R Merger Agreement in connection with such requirements. The A&R Merger Agreement revised the target companies to be directly or indirectly purchased by the Company following a restructuring of SBC’s corporate structure, to include only the Service Companies and Other Entities, and to no longer include the direct or indirect purchase of SBC’s Medical Corporations, and as a result, removed other references to the Medical Corporations, including the related representations and warranties, among others. Pursuant to the A&R Merger Agreement, the parties agreed that, following the date of the A&R Merger Agreement, SBC used its commercially reasonable efforts to complete its disclosure schedules and delivered them to the Company by August 31, 2023. Upon delivery of the disclosure schedules to the Company, the disclosure schedules were deemed to modify and supplement SBC’s representations and warranties set forth in the A&R Merger Agreement. The A&R Merger Agreement also extended the date by which the Closing shall occur from September 30, 2023 (subject to extension) to December 31, 2023. Pursuant to the A&R Merger Agreement, the parties also agreed that any future expenses incurred in connection with the extension of the time by which the Company must complete its initial business combination shall be borne entirely by the Company, which replaces and supersedes the prior requirement under the Original Agreement for the Company and SBC to share such expenses equally. See the Current Report on Form 8-K filed by the Company with the SEC on June 22, 2023 for additional details. On September 8, 2023, Pono entered into the First Amendment to the A&R Merger Agreement (the “Amendment”) with the parties thereto. Prior to the Amendment, the A&R Merger Agreement provided for the holders of SBC securities collectively to be entitled to receive from Pono, in the aggregate, a number of Pono securities with an aggregate value equal to (the “Merger Consideration”) (a) $1,200,000,000, minus (b) the amount, if any, by which $3,000,000 exceeds SBC’s Net Working Capital, plus (c) the amount, if any, by which SBC’s Net Working Capital exceeds $3,000,000, minus (d) the aggregate amount of any outstanding indebtedness (minus cash held by SBC) of SBC at Closing, minus (e) specified transaction expenses of SBC associated with the Business Combination. Pursuant to the Amendment, the $1,200,000,000 amount in the Merger Consideration calculation above was reduced to $1,000,000,000. On October 26, 2023, Pono entered into the Second Amendment to the Merger Agreement (the “Amendment”) with the parties thereto. Prior to the Amendment, the Pono board of directors as of the Closing was to be designated as follows: (i) three persons designated prior to the Closing by SBC, two of whom must qualify as independent directors; (ii) one person designated prior to the Closing by Pono; and (iii) one person mutually agreed upon and designated prior to the Closing by Pono and SBC, who must qualify as an independent director. Following the Amendment, the Pono board of directors as of the Closing will be designated as follows: (i) three persons designated prior to the Closing by SBC, at least one of whom must qualify as an independent director; (ii) one person designated prior to the Closing by Pono, who must qualify as an independent director; and (iii) one person mutually agreed upon and designated prior to the Closing by Pono and SBC, who must qualify as an independent director. PONO CAPITAL TWO, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS On December 28, 2023, Pono entered into the Third Amendment to the Merger Agreement (the “Amendment”) with the parties thereto. The Amendment was entered into solely to extend the Outside Date (as defined in the Merger Agreement) from December 31, 2023 to March 31, 2024. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying consolidated financial statements of the Company are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. Principles of Consolidation The accompanying consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary. All significant intercompany balances and transactions have been eliminated in consolidation. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s consolidated financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of the consolidated financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of expenses during the reporting period. PONO CAPITAL TWO, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 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 from those estimates. Cash The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did no Investments Held in Trust Account As of December 31, 2023 and December 31, 2022, the assets held in the Trust Account were held in money market funds, which were invested in U.S. Treasury securities. All of the Company’s investments held in the Trust Account are classified as trading securities. Such trading securities are presented on the balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of investments held in Trust Account are included in interest and dividend income on investments held in Trust Account in the accompanying statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. The Company had $ 20,850,793 119,220,016 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) is 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 PONO CAPITAL TWO, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS As of December 31, 2023, the Class A common stock reflected in the balance sheets is reconciled in the following table: SCHEDULE OF REDEEMABLE CLASS A COMMON STOCK Gross proceeds $ 115,000,000 Less: Proceeds allocated to Public Warrants (2,978,500 ) Issuance costs allocated to Class A common stock (6,432,257 ) Plus: Accretion of Class A common stock subject to redemption to redemption amount 13,120,621 Class A common stock subject to possible redemption as of December 31, 2022 118,709,864 Plus: Accretion of Class A common stock subject to redemption to redemption amount 1,975,219 Redemption of Class A common stock subject to redemption (100,078,879 ) Class A common stock subject to possible redemption as of December 31, 2023 $ 20,606,204 Income Taxes The Company complies with the accounting and reporting requirements of Accounting Standards Codification (“ASC”) Topic 740 - Income Taxes Net Income Per 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 shared 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 12,134,375 100,000 PONO CAPITAL TWO, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS The following table reflects the calculation of basic and diluted net income per share: SCHEDULE OF BASIC AND DILUTED NET INCOME PER SHARE Class A Class B Class A Class B For the year ended For the period from March 11, 2022 (inception) through December 31, 2022 Class A Class B Class A Class B Basic net income per share: Numerator: Net income $ 301,052 $ 38,715 $ 381,031 $ 171,782 Denominator: Basic weighted average shares outstanding 7,840,002 1,008,220 5,951,288 2,683,051 Basic net income per share $ 0.04 $ 0.04 $ 0.06 $ 0.06 Diluted net income per share: Numerator: Net income $ 301,313 $ 38,454 $ 381,031 $ 171,782 Denominator: Diluted weighted average shares outstanding 7,900,002 1,008,220 5,951,288 2,683,051 Diluted net income per share $ 0.04 $ 0.04 $ 0.06 $ 0.06 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 Fair Value of Financial Instruments The Company applies ASC Topic 820, Fair Value Measurement The carrying amounts reflected in the balance sheet for current assets and current liabilities approximate fair value due to their short-term nature. 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 — Assets and liabilities with unadjusted, quoted prices listed on active market exchanges. Inputs to the fair value measurement are observable inputs, such as quoted prices in active markets for identical assets or liabilities. PONO CAPITAL TWO, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Level 2 — Inputs to the fair value measurement are determined using prices for recently traded assets and liabilities with similar underlying terms, as well as direct or indirect observable inputs, such as interest rates and yield curves that are observable at commonly quoted intervals. Level 3 — Inputs to the fair value measurement are unobservable inputs, such as estimates, assumptions, and valuation techniques when little or no market data exists for the assets or liabilities. See Note 9 for additional information on assets measured at fair value. Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, Derivatives and Hedging Warrants The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in ASC 480 and ASC 815. The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own common stock, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded as liabilities at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statement of operations. The warrants are not precluded from equity classification, and are accounted for as such on the date of issuance, and each balance sheet date thereafter. Offering Costs The Company complies with the requirements of ASC Topic 340, Other Assets and Deferred Costs Recent Accounting Standards In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures,” which requires public entities to disclose consistent categories and greater disaggregation of information in the rate reconciliation and for income taxes paid. It also includes certain other amendments to improve the effectiveness of income tax disclosures. The guidance is effective for financial statements issued for annual periods beginning after December 15, 2024, with early adoption permitted. The accounting pronouncement is not expected to have a material impact on our consolidated financial statements and related disclosures. PONO CAPITAL TWO, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS |
INITIAL PUBLIC OFFERING
INITIAL PUBLIC OFFERING | 12 Months Ended |
Dec. 31, 2023 | |
Initial Public Offering | |
INITIAL PUBLIC OFFERING | NOTE 3. INITIAL PUBLIC OFFERING The registration statement for the Company’s Initial Public Offering was declared effective on August 4, 2022. On August 9, 2022, the Company consummated the Initial Public Offering of 11,500,000 1,500,000 115,000,000 11.50 |
PRIVATE PLACEMENT
PRIVATE PLACEMENT | 12 Months Ended |
Dec. 31, 2023 | |
Private Placement | |
PRIVATE PLACEMENT | NOTE 4. PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 634,375 10.00 63,000 6,343,750 |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Dec. 31, 2023 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 5. RELATED PARTY TRANSACTIONS Founder Shares On May 17, 2022, the Sponsor was issued 2,875,000 25,000 375,000 20 The Sponsor has agreed not to transfer, assign or sell any of the Class B common stock (except to certain permitted transferees as disclosed herein) 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 2,874,999 2,874,999 PONO CAPITAL TWO, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Promissory Note - Related Party On April 25, 2022, the Sponsor agreed to loan the Company an aggregate of up to $ 300,000 300,000 300,000 Administrative Support Agreement The Company’s Sponsor has agreed, commencing from the date of the Initial Public Offering 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 Capital LLC, the Sponsor, $ 10,000 120,000 50,000 Convertible Promissory Note On May 26, 2023, the Company entered into a Convertible Promissory Note with SBC, pursuant to which SBC agreed to loan the Company an aggregate principal of $ 1,000,000 1,000,000 The Convertible Promissory Note will automatically convert into Class A Common Stock at one share for each $10 in outstanding principal amount 1,000,000 0 Related Party Loans In order to finance transaction costs in connection with the initial 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. If the Company completes the initial business combination, the Company will repay such loaned amounts. In the event that the initial business combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay such loaned amounts, including the repayment of loans from the Sponsor to pay for any amount deposited to pay for any extension of the time to complete the initial business combination, but no proceeds from the Trust Account would be used for such repayment. Up to $ 1,500,000 10.00 Non-redemption Agreement On May 5, 2023, the Company held a special meeting of stockholders (the “Special Meeting”), and the chairman adjourned the Special Meeting to May 8, 2023. On May 8, 2023, the Company held the Special Meeting. During the Special Meeting, stockholders approved an amendment to the Company’s amended and restated certificate of incorporation (i) to extend the date by which the Company has to consummate a business combination from May 9, 2023 to February 9, 2024 for no additional amount to be paid by the Sponsor into the Trust Account, and (ii) to provide for the right of a holder of Class B common stock to convert such shares into shares of Class A common stock on a one-for-one basis prior to the closing of a business combination at the election of the holder. As approved by the stockholders of the Company, the Company filed an amendment to its Amended and Restated Certificate of Incorporation with the Delaware Secretary of State on May 8, 2023. The Company’s stockholders elected to redeem an aggregate of 9,577,250 20 PONO CAPITAL TWO, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS In connection with the Special Meeting, the Company and the Sponsor entered into non-redemption agreements with certain unaffiliated stockholders owning, in the aggregate, 998,682 The Company estimated the aggregate fair value of the 339,565 709,691 2.09 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 6. COMMITMENTS AND CONTINGENCIES Registration and Stockholder Rights Agreement 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 extension 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 extension 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 signed on the effective date of the Initial Public Offering, requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to the Class A common stock). The holders of these securities are entitled to make up to two demands, excluding short form demands, that the Company registers such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of the initial business combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. Underwriting Agreement Simultaneously with the Initial Public Offering, the underwriters fully exercised the over-allotment option to purchase an additional 1,500,000 10.00 15,000,000 The underwriters were paid a cash underwriting discount of $ 0.17 1,955,000 0.35 4,025,000 PONO CAPITAL TWO, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Representative Shares Upon closing of the Initial Public Offering, the Company issued 57,500 The Representative Shares are subject to a lock-up for a period of 180 days immediately following the commencement of sales of the registration statement pursuant to Rule 5110(e)(1) of FINRA’s NASD Conduct Rules. Pursuant to FINRA Rule 5110(e)(1), these securities may not be sold, transferred, assigned, pledged or hypothecated or the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the securities by any person for a period of 180 days immediately following the effective date of the registration statement, nor may they be sold, transferred, assigned, pledged or hypothecated for a period of 180 days immediately following the commencement of sales of the Initial Public Offering except to any underwriter and selected dealer participating in the Initial Public Offering and their bona fide officers or partners, registered persons or affiliates or as otherwise permitted under Rule 5110(e)(2). The initial measurement of the fair value of the Representative Shares was determined using the market approach to value the subject interest. Based on the indication of fair value using the market approach, the Company determined the fair value of the Representative Shares to be $ 1.17 67,275 57,500 Right of First Refusal For a period beginning on the closing of the Initial Public Offering 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, 2023 | |
Equity [Abstract] | |
STOCKHOLDERS’ DEFICIT | NOTE 7. STOCKHOLDERS’ DEFICIT Preferred stock 1,000,000 0.0001 no Class A common stock — 100,000,000 0.0001 Holders of the Company’s Class A common stock are entitled to one vote for each share 5,489,624 12,191,875 1,922,750 11,500,000 3,566,874 691,875 2,874,999 634,375 57,500 PONO CAPITAL TWO, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Class B common stock — 10,000,000 0.0001 Holders of Class B common stock are entitled to one vote for each share 1 2,875,000 2,875,000 375,000 20 The holders of record of the common stock are entitled to one vote for each share held on all matters to be voted on by stockholders. In connection with any vote held to approve the initial business combination, the insiders, officers and directors, have agreed to vote their respective shares of common stock acquired in the Initial Public Offering or following the Initial Public Offering in the open market, in favor of the proposed business combination. Shares of Class B common stock shall be convertible into shares of Class A common stock on a one-for-one basis automatically on the closing of the business combination at a ratio for which the numerator shall be equal to the sum of 20 On May 8, 2023, the Sponsor converted 2,874,999 2,874,999 Warrants 11,500,000 634,375 11.50 The Company has agreed that as soon as practicable, but in no event later than 20 business days after the closing of the initial business combination, the Company will use its best efforts to file with the SEC a registration statement covering the shares of Class A common stock issuable upon exercise of the Public 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 Public 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 Public Warrants is not effective by the 60th business day after the closing of the initial business combination, Public 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 Public Warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act; provided that such exemption is available. If that exemption, or another exemption, is not available, holders will not be able to exercise their Public Warrants on a cashless basis. Once the Public Warrants become exercisable, the Company may call the Public Warrants for redemption: ● in whole and not in part; ● at a price of $ 0.01 PONO CAPITAL TWO, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS ● upon not less than 30 days’ prior written notice of redemption given after the Public Warrants become exercisable (the “30-day redemption period”) to each Public Warrant holder; and ● if, and only if, the reported last sale price of the Class A common stock equals or exceeds $ 18.00 If and when the Public Warrants become redeemable by the Company, the Company may not exercise the redemption right if the issuance of shares of common stock upon exercise of the Public Warrants is not exempt from registration or qualification under applicable state blue sky laws or the Company is unable to effect such registration or qualification. In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of the initial business combination at a Newly Issued Price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial business combination on the date of the consummation of the initial business combination (net of redemptions), and (z) the market value is below $9.20 per share, then the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the greater of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described above will be adjusted (to the nearest cent) to be equal to 180% of the greater of the Market Value and the Newly Issued Price. The Placement Warrants are identical to the Public Warrants except that, so long as they are held by the Sponsor or its permitted transferees, (i) they (including the Class A common stock issuable upon exercise of these Placement Warrants) may not, subject to certain limited exceptions, be transferred, assigned or sold by the Sponsor until 30 days after the completion of the initial business combination, and (ii) the holders thereof (including with respect to shares of Class A common stock issuable upon exercise of such Placement Warrants) are entitled to registration rights. The Company accounts for the 12,134,375 11,500,000 634,375 PONO CAPITAL TWO, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | NOTE 8. INCOME TAXES The Company’s net deferred tax assets (liabilities) as of December 31, 2023 and 2022 are as follows: SCHEDULE OF NET DEFERRED TAX ASSETS AND LIABILITIES December 31, 2023 December 31, 2022 Deferred tax assets Start-up costs $ 318,746 $ 80,230 Net operating loss carryforwards 15,119 — Total deferred tax assets 333,864 80,230 Valuation allowance (333,864 ) (80,230 ) Deferred tax assets, net of allowance $ — $ — The income tax provision for the year ended December 31, 2023 and 2022 consists of the following: SCHEDULE OF INCOME TAX PROVISION December 31, 2023 December 31, 2022 Federal Current $ 528,809 $ 248,508 Deferred (176,665 ) (80,230 ) State Current — — Deferred (76,969 ) — Change in valuation allowance 253,634 80,230 Income tax provision $ 528,809 $ 248,508 In assessing the realization of the deferred tax assets, management considers whether it is more likely than not that some portion of all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. After consideration of all of the information available, management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance. For the period ended December 31, 2023 and 2022 the change in the valuation allowance was $ 253,634 80,230 As of December 31, 2023 and 2022, the Company has $ 299,023 0 A reconciliation of the federal income tax rate to the Company’s effective tax rate are as follows: SCHEDULE OF FEDERAL INCOME TAX RATE December 31, 2023 December 31, 2022 Statutory federal income tax rate 21.0 % 21.0 % State taxes, net of federal tax benefit (6.5 )% 0.0 % Previous tax year adjustment 1.5 % — % Non-deductible transaction costs 15.7 % — % Other permanent items, net — % — % Change in valuation allowance 29.2 % 10.0 % Income tax provision 60.9 % 31.0 % The Company files income tax returns in the U.S. federal and the state of Hawaii jurisdictions and is subject to examination by the taxing authorities. PONO CAPITAL TWO, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 12 Months Ended |
Dec. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENTS | NOTE 9. FAIR VALUE MEASUREMENTS The following table presents information about the Company’s financial assets that are measured at fair value on a recurring basis as of December 31, 2023 and December 31, 2022, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: SCHEDULE OF FINANCIAL ASSETS MEASURED AT FAIR VALUE ON A RECURRING BASIS Description Amount at Level 1 Level 2 Level 3 December 31, 2023 Assets Investments held in Trust Account: — — — — U.S. Treasury Securities $ 20,850,793 $ 20,850,793 $ — $ — Description Amount at Fair Value Level 1 Level 2 Level 3 December 31, 2022 Assets Investments held in Trust Account: — — — — U.S. Treasury Securities $ 119,220,016 $ 119,220,016 $ — $ — |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2023 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 10. SUBSEQUENT EVENTS The Company 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 11, 2024, Pono Capital Two, Inc., a Delaware corporation (the “Company” or “Pono”), filed an amended preliminary proxy statement with the U.S. Securities and Exchange Commission (“SEC”) in connection with the special meeting of stockholders. As more fully described in the proxy statement, the special meeting will be held for the purpose of considering and voting on a proposal to amend (the “Extension Amendment”) the Company’s Third Amended and Restated Certificate of Incorporation (the “Charter”), to extend the date by which the Company has to consummate a business combination from February 9, 2024 to November 9, 2024. In connection with the Extension Amendment, public stockholders may elect to redeem their shares for a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account established in connection with the Company’s initial public offering (the “Trust Account”), including interest not previously released to the Company to pay franchise and income taxes, divided by the number of then outstanding public shares. If the Extension Amendment is approved by the requisite vote of stockholders, the remaining holders of public shares will retain their right to redeem their public shares when the business combination is submitted to the stockholders, subject to any limitations set forth in the Charter, as amended by the Extension Amendment. On January 11, 2024, the Company entered into a non-redemption agreement with an unaffiliated investor (the “Holder”) which agreed to acquire from public stockholders of the Company 1,500,000 1,700,000 0.0001 1,500,000 1,700,000 On February 3, 2024, the Company held a special meeting of stockholders (the “Special Meeting”), and the chairman adjourned the Special Meeting to February 3, 2024. During the Special Meeting, stockholders approved an amendment to the Company’s amended and restated certificate of incorporation (i) to extend the date by which the Company has to consummate a business combination from February 9, 2024 to November 9, 2024 for no additional amount to be paid by the Sponsor into the Trust Account and (ii) to provide for the right of a holder of Class B common stock to convert such shares into shares of Class A common stock on a one-for-one basis prior to the closing of a business combination at the election of the holder (the “Extension Amendment”). The Company’s stockholders elected to redeem an aggregate of 273,334 17.9 On February 27, 2024, the Company and SBC entered into an Amendment to the Note Purchase Agreement (the “Amended Note Purchase Agreement”), which increased the purchase price of the Note from $ 1,000,000 2,700,000 1,000,000 2,700,000 |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying consolidated financial statements of the Company are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. |
Principles of Consolidation | Principles of Consolidation The accompanying consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary. All significant intercompany balances and transactions have been eliminated in consolidation. |
Emerging Growth Company | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s consolidated financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. |
Use of Estimates | Use of Estimates The preparation of the consolidated financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of expenses during the reporting period. PONO CAPITAL TWO, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 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 from those estimates. |
Cash | Cash The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did no |
Investments Held in Trust Account | Investments Held in Trust Account As of December 31, 2023 and December 31, 2022, the assets held in the Trust Account were held in money market funds, which were invested in U.S. Treasury securities. All of the Company’s investments held in the Trust Account are classified as trading securities. Such trading securities are presented on the balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of investments held in Trust Account are included in interest and dividend income on investments held in Trust Account in the accompanying statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. The Company had $ 20,850,793 119,220,016 |
Common Stock Subject to Possible Redemption | 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) is 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 PONO CAPITAL TWO, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS As of December 31, 2023, the Class A common stock reflected in the balance sheets is reconciled in the following table: SCHEDULE OF REDEEMABLE CLASS A COMMON STOCK Gross proceeds $ 115,000,000 Less: Proceeds allocated to Public Warrants (2,978,500 ) Issuance costs allocated to Class A common stock (6,432,257 ) Plus: Accretion of Class A common stock subject to redemption to redemption amount 13,120,621 Class A common stock subject to possible redemption as of December 31, 2022 118,709,864 Plus: Accretion of Class A common stock subject to redemption to redemption amount 1,975,219 Redemption of Class A common stock subject to redemption (100,078,879 ) Class A common stock subject to possible redemption as of December 31, 2023 $ 20,606,204 |
Income Taxes | Income Taxes The Company complies with the accounting and reporting requirements of Accounting Standards Codification (“ASC”) Topic 740 - Income Taxes |
Net Income Per Share | Net Income Per 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 shared 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 12,134,375 100,000 PONO CAPITAL TWO, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS The following table reflects the calculation of basic and diluted net income per share: SCHEDULE OF BASIC AND DILUTED NET INCOME PER SHARE Class A Class B Class A Class B For the year ended For the period from March 11, 2022 (inception) through December 31, 2022 Class A Class B Class A Class B Basic net income per share: Numerator: Net income $ 301,052 $ 38,715 $ 381,031 $ 171,782 Denominator: Basic weighted average shares outstanding 7,840,002 1,008,220 5,951,288 2,683,051 Basic net income per share $ 0.04 $ 0.04 $ 0.06 $ 0.06 Diluted net income per share: Numerator: Net income $ 301,313 $ 38,454 $ 381,031 $ 171,782 Denominator: Diluted weighted average shares outstanding 7,900,002 1,008,220 5,951,288 2,683,051 Diluted net income per share $ 0.04 $ 0.04 $ 0.06 $ 0.06 |
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 |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company applies ASC Topic 820, Fair Value Measurement The carrying amounts reflected in the balance sheet for current assets and current liabilities approximate fair value due to their short-term nature. 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 — Assets and liabilities with unadjusted, quoted prices listed on active market exchanges. Inputs to the fair value measurement are observable inputs, such as quoted prices in active markets for identical assets or liabilities. PONO CAPITAL TWO, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Level 2 — Inputs to the fair value measurement are determined using prices for recently traded assets and liabilities with similar underlying terms, as well as direct or indirect observable inputs, such as interest rates and yield curves that are observable at commonly quoted intervals. Level 3 — Inputs to the fair value measurement are unobservable inputs, such as estimates, assumptions, and valuation techniques when little or no market data exists for the assets or liabilities. See Note 9 for additional information on assets measured at fair value. |
Derivative Financial Instruments | Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, Derivatives and Hedging |
Warrants | Warrants The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in ASC 480 and ASC 815. The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own common stock, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded as liabilities at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statement of operations. The warrants are not precluded from equity classification, and are accounted for as such on the date of issuance, and each balance sheet date thereafter. |
Offering Costs | Offering Costs The Company complies with the requirements of ASC Topic 340, Other Assets and Deferred Costs |
Recent Accounting Standards | Recent Accounting Standards In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures,” which requires public entities to disclose consistent categories and greater disaggregation of information in the rate reconciliation and for income taxes paid. It also includes certain other amendments to improve the effectiveness of income tax disclosures. The guidance is effective for financial statements issued for annual periods beginning after December 15, 2024, with early adoption permitted. The accounting pronouncement is not expected to have a material impact on our consolidated financial statements and related disclosures. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
SCHEDULE OF REDEEMABLE CLASS A COMMON STOCK | As of December 31, 2023, the Class A common stock reflected in the balance sheets is reconciled in the following table: SCHEDULE OF REDEEMABLE CLASS A COMMON STOCK Gross proceeds $ 115,000,000 Less: Proceeds allocated to Public Warrants (2,978,500 ) Issuance costs allocated to Class A common stock (6,432,257 ) Plus: Accretion of Class A common stock subject to redemption to redemption amount 13,120,621 Class A common stock subject to possible redemption as of December 31, 2022 118,709,864 Plus: Accretion of Class A common stock subject to redemption to redemption amount 1,975,219 Redemption of Class A common stock subject to redemption (100,078,879 ) Class A common stock subject to possible redemption as of December 31, 2023 $ 20,606,204 |
SCHEDULE OF BASIC AND DILUTED NET INCOME PER SHARE | The following table reflects the calculation of basic and diluted net income per share: SCHEDULE OF BASIC AND DILUTED NET INCOME PER SHARE Class A Class B Class A Class B For the year ended For the period from March 11, 2022 (inception) through December 31, 2022 Class A Class B Class A Class B Basic net income per share: Numerator: Net income $ 301,052 $ 38,715 $ 381,031 $ 171,782 Denominator: Basic weighted average shares outstanding 7,840,002 1,008,220 5,951,288 2,683,051 Basic net income per share $ 0.04 $ 0.04 $ 0.06 $ 0.06 Diluted net income per share: Numerator: Net income $ 301,313 $ 38,454 $ 381,031 $ 171,782 Denominator: Diluted weighted average shares outstanding 7,900,002 1,008,220 5,951,288 2,683,051 Diluted net income per share $ 0.04 $ 0.04 $ 0.06 $ 0.06 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
SCHEDULE OF NET DEFERRED TAX ASSETS AND LIABILITIES | The Company’s net deferred tax assets (liabilities) as of December 31, 2023 and 2022 are as follows: SCHEDULE OF NET DEFERRED TAX ASSETS AND LIABILITIES December 31, 2023 December 31, 2022 Deferred tax assets Start-up costs $ 318,746 $ 80,230 Net operating loss carryforwards 15,119 — Total deferred tax assets 333,864 80,230 Valuation allowance (333,864 ) (80,230 ) Deferred tax assets, net of allowance $ — $ — |
SCHEDULE OF INCOME TAX PROVISION | The income tax provision for the year ended December 31, 2023 and 2022 consists of the following: SCHEDULE OF INCOME TAX PROVISION December 31, 2023 December 31, 2022 Federal Current $ 528,809 $ 248,508 Deferred (176,665 ) (80,230 ) State Current — — Deferred (76,969 ) — Change in valuation allowance 253,634 80,230 Income tax provision $ 528,809 $ 248,508 |
SCHEDULE OF FEDERAL INCOME TAX RATE | A reconciliation of the federal income tax rate to the Company’s effective tax rate are as follows: SCHEDULE OF FEDERAL INCOME TAX RATE December 31, 2023 December 31, 2022 Statutory federal income tax rate 21.0 % 21.0 % State taxes, net of federal tax benefit (6.5 )% 0.0 % Previous tax year adjustment 1.5 % — % Non-deductible transaction costs 15.7 % — % Other permanent items, net — % — % Change in valuation allowance 29.2 % 10.0 % Income tax provision 60.9 % 31.0 % |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
SCHEDULE OF FINANCIAL ASSETS MEASURED AT FAIR VALUE ON A RECURRING BASIS | SCHEDULE OF FINANCIAL ASSETS MEASURED AT FAIR VALUE ON A RECURRING BASIS Description Amount at Level 1 Level 2 Level 3 December 31, 2023 Assets Investments held in Trust Account: — — — — U.S. Treasury Securities $ 20,850,793 $ 20,850,793 $ — $ — Description Amount at Fair Value Level 1 Level 2 Level 3 December 31, 2022 Assets Investments held in Trust Account: — — — — U.S. Treasury Securities $ 119,220,016 $ 119,220,016 $ — $ — |
DESCRIPTION OF ORGANIZATION, _2
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN (Details Narrative) - USD ($) | 10 Months Ended | 12 Months Ended | ||||||||||||
Feb. 03, 2024 | Jan. 11, 2024 | Sep. 08, 2023 | Aug. 09, 2023 | May 08, 2023 | May 05, 2023 | Apr. 26, 2023 | Jan. 31, 2023 | Aug. 09, 2022 | May 17, 2022 | Dec. 31, 2022 | Dec. 31, 2023 | Feb. 27, 2024 | May 26, 2023 | |
Property, Plant and Equipment [Line Items] | ||||||||||||||
Entity Incorporation, Date of Incorporation | Mar. 11, 2022 | |||||||||||||
Gross proceeds from private placement | $ 6,343,750 | |||||||||||||
Shares issued price per share | $ 1.17 | |||||||||||||
Payments of stock issuance costs | 412 | |||||||||||||
Representative shares issued, value | 67,275 | |||||||||||||
Cash | 485,564 | 284,394 | ||||||||||||
Working capital deficit | 1,129,417 | |||||||||||||
Accumulated deficit | 3,359,028 | 5,995,269 | ||||||||||||
Operating Income (Loss) | 543,695 | 1,772,831 | ||||||||||||
Net Cash Provided by (Used in) Operating Activities | 462,816 | 2,132,921 | ||||||||||||
Convertible promissory note payable | 1,000,000 | $ 1,000,000 | ||||||||||||
Shares redeemed value | $ 100,078,879 | |||||||||||||
Excise tax liability | 1,000,789 | |||||||||||||
Remaining funds in the trust account | 119,220,016 | $ 20,850,793 | ||||||||||||
Merger Agreement [Member] | Sponsor [Member] | ||||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||||
Shares issued to sponsor | 1,200,000 | |||||||||||||
Shares puchase to affiliates | $ 1,000,000 | |||||||||||||
Note Purchase Agreement [Member] | ||||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||||
Convertible promissory note payable | $ 1,000,000 | |||||||||||||
Note Purchase Agreement [Member] | Subsequent Event [Member] | ||||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||||
Convertible promissory note payable | $ 2,700,000 | |||||||||||||
A&R Merger Agreement [Member] | ||||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||||
Agreement description | the A&R Merger Agreement provided for the holders of SBC securities collectively to be entitled to receive from Pono, in the aggregate, a number of Pono securities with an aggregate value equal to (the “Merger Consideration”) (a) $1,200,000,000, minus (b) the amount, if any, by which $3,000,000 exceeds SBC’s Net Working Capital, plus (c) the amount, if any, by which SBC’s Net Working Capital exceeds $3,000,000, minus (d) the aggregate amount of any outstanding indebtedness (minus cash held by SBC) of SBC at Closing, minus (e) specified transaction expenses of SBC associated with the Business Combination. Pursuant to the Amendment, the $1,200,000,000 amount in the Merger Consideration calculation above was reduced to $1,000,000,000. | |||||||||||||
Post Business Combination [Member] | ||||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||||
Business acquisition percentage | 50% | |||||||||||||
Affiliate Sponsor [Member] | ||||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||||
Business Acquisition, Equity Interest Issued or Issuable, Value Assigned | $ 1,500,000 | |||||||||||||
SBC Medical Group Holdings LLC [Member] | Merger Agreement [Member] | ||||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||||
Business combination, acquired receivables, description | (a) $1,000,000,000, minus (b) the amount, if any, by which $3,000,000 exceeds SBC’s Net Working Capital, plus (c) the amount, if any, by which SBC’s Net Working Capital exceeds $3,000,000, minus (d) the aggregate amount of any outstanding indebtedness (minus cash held by SBC) of SBC at Closing, minus (e) specified transaction expenses of SBC associated with the Business Combination. | |||||||||||||
Minimum [Member] | ||||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||||
Percentage of fair market value | 80% | |||||||||||||
Business combination, recognized identifiable assets acquired | $ 5,000,001 | |||||||||||||
Shares redeemed value | $ 5,000,001 | |||||||||||||
Common Class A [Member] | ||||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||||
Gross proceeds from initial public offering | $ 115,000,000 | |||||||||||||
Sale of stock price per share | $ 18 | |||||||||||||
Business combination initial public offering, description | In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of the initial business combination at a Newly Issued Price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial business combination on the date of the consummation of the initial business combination (net of redemptions), and (z) the market value is below $9.20 per share, then the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the greater of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described above will be adjusted (to the nearest cent) to be equal to 180% of the greater of the Market Value and the Newly Issued Price. | |||||||||||||
Aggregate redeemed shares | 9,577,250 | |||||||||||||
Remaining funds in the trust account | $ 20,000,000 | |||||||||||||
Non redeemption aggregate shares | 998,682 | |||||||||||||
Common stock shares converted | 2,874,999 | |||||||||||||
Common Class A [Member] | Subsequent Event [Member] | ||||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||||
Aggregate redeemed shares | 273,334 | |||||||||||||
Remaining funds in the trust account | $ 17,900,000 | |||||||||||||
Common Class A [Member] | Sponsor [Member] | ||||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||||
Common stock shares converted | 2,874,999 | |||||||||||||
Common Class B [Member] | ||||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||||
Sale of stock price per share | $ 12 | |||||||||||||
Shares issued to sponsor | 2,875,000 | |||||||||||||
Common stock shares converted | 2,874,999 | |||||||||||||
Common Class B [Member] | Sponsor [Member] | ||||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||||
Common stock shares converted | 2,874,999 | |||||||||||||
IPO [Member] | ||||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||||
Number of shares issued | 1,500,000 | |||||||||||||
Sale of stock price per share | $ 10 | |||||||||||||
Net Proceeds | $ 117,875,000 | |||||||||||||
Shares issued price per share | $ 10.25 | $ 10.25 | ||||||||||||
Payments of stock issuance costs | $ 6,637,645 | |||||||||||||
Payments for underwriting expense | 1,955,000 | |||||||||||||
Deferred offering costs | 4,025,000 | |||||||||||||
Representative shares issued, value | $ 67,275 | |||||||||||||
Other stock issuance related costs | $ 590,370 | |||||||||||||
Business combination initial public offering, description | the Company had until 9 months (or up to 18 months from the closing of the Initial Public Offering at the election of the Company pursuant to nine one month extensions subject to satisfaction of certain conditions, including the deposit of $379,500 ($0.033 per unit) for such one month extension, into the Trust Account, or as extended by the Company’s stockholders in accordance with the Amended and Restated Certificate of Incorporation) from the closing of the Initial Public Offering to consummate a business combination (the “Combination Period”). On February 5, 2024, the Company filed an amendment to the Third Amended and Restated Certificate of Incorporation of the Company (i) to extend the Combination Period from February 9, 2023 to November 9, 2024 for no additional amount to be paid by the Sponsor into the Trust Account and (ii) to provide for the right of a holder of Class B common stock to convert such shares into shares of Class A common stock on a one-for-one basis prior to the closing of a business combination at the election of the holder If the Company is unable to complete a business combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than ten business days thereafter, redeem 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 up to $100,000), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Stockholders’ rights as stockholders (including the right to receive further 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, proceed 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] | Subsequent Event [Member] | ||||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||||
Number of shares issued | 1,700,000 | |||||||||||||
IPO [Member] | Common Class A [Member] | ||||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||||
Number of shares issued | 11,500,000 | |||||||||||||
Over-Allotment Option [Member] | ||||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||||
Number of shares issued | 63,000 | |||||||||||||
Gross proceeds from initial public offering | $ 115,000,000 | |||||||||||||
Over-Allotment Option [Member] | Common Class A [Member] | ||||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||||
Number of shares issued | 1,500,000 | |||||||||||||
Private Placement [Member] | ||||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||||
Number of shares issued | 634,375 | 634,375 | ||||||||||||
Sale of stock price per share | $ 10 | |||||||||||||
Gross proceeds from private placement | $ 6,343,750 |
SCHEDULE OF REDEEMABLE CLASS A
SCHEDULE OF REDEEMABLE CLASS A COMMON STOCK (Details) - USD ($) | 10 Months Ended | 12 Months Ended |
Dec. 31, 2022 | Dec. 31, 2023 | |
Class A common stock subject to possible redemption | $ 118,709,864 | |
Class A common stock subject to possible redemption | $ 118,709,864 | 20,606,204 |
Common Class A [Member] | ||
Gross proceeds | 115,000,000 | |
Proceeds allocated to Public Warrants | (2,978,500) | |
Issuance costs allocated to Class A common stock | (6,432,257) | |
Accretion of Class A common stock subject to redemption to redemption amount | 13,120,621 | 1,975,219 |
Class A common stock subject to possible redemption | 118,709,864 | |
Accretion of Class A common stock subject to redemption to redemption amount | (100,078,879) | |
Class A common stock subject to possible redemption | $ 118,709,864 | $ 20,606,204 |
SCHEDULE OF BASIC AND DILUTED N
SCHEDULE OF BASIC AND DILUTED NET INCOME PER SHARE (Details) - USD ($) | 10 Months Ended | 12 Months Ended |
Dec. 31, 2022 | Dec. 31, 2023 | |
Common Class A [Member] | ||
Net income | $ 381,031 | $ 301,052 |
Basic weighted average shares outstanding | 5,951,288 | 7,840,002 |
Basic net income per share | $ 0.06 | $ 0.04 |
Net income | $ 381,031 | $ 301,313 |
Diluted weighted average shares outstanding | 5,951,288 | 7,900,002 |
Diluted net income per share | $ 0.06 | $ 0.04 |
Common Class B [Member] | ||
Net income | $ 171,782 | $ 38,715 |
Basic weighted average shares outstanding | 2,683,051 | 1,008,220 |
Basic net income per share | $ 0.06 | $ 0.04 |
Net income | $ 171,782 | $ 38,454 |
Diluted weighted average shares outstanding | 2,683,051 | 1,008,220 |
Diluted net income per share | $ 0.06 | $ 0.04 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 12 Months Ended | ||
May 08, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Property, Plant and Equipment [Line Items] | |||
Cash equivalents | $ 0 | $ 0 | |
Investments held in trust account | $ 20,850,793 | $ 119,220,016 | |
Common stock subject to possible redemption | $ 100,078,879 | ||
Number of aggregate shares issued | 12,134,375 | ||
FDIC insured amount | $ 250,000 | ||
Common Class A [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Investments held in trust account | $ 20,000,000 | ||
Number of shares issued upon conversion | 100,000 | ||
Public Warrants and Placement Warrants [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Number of aggregate shares issued | 12,134,375 | ||
Minimum [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Common stock subject to possible redemption | $ 5,000,001 |
INITIAL PUBLIC OFFERING (Detail
INITIAL PUBLIC OFFERING (Details Narrative) - USD ($) | 10 Months Ended | ||
Aug. 09, 2022 | Dec. 31, 2022 | Dec. 31, 2023 | |
Common Class A [Member] | |||
Gross proceeds from initial public offering | $ 115,000,000 | ||
Class of warrant or right exercise price | $ 11.50 | ||
Common Class A [Member] | Public Warrant [Member] | |||
Class of warrant or right exercise price | $ 11.50 | ||
IPO [Member] | |||
Number of shares issued | 1,500,000 | ||
IPO [Member] | Common Class A [Member] | |||
Number of shares issued | 11,500,000 | ||
Over-Allotment Option [Member] | |||
Number of shares issued | 63,000 | ||
Gross proceeds from initial public offering | $ 115,000,000 | ||
Over-Allotment Option [Member] | Common Class A [Member] | |||
Number of shares issued | 1,500,000 |
PRIVATE PLACEMENT (Details Narr
PRIVATE PLACEMENT (Details Narrative) - USD ($) | 10 Months Ended | 12 Months Ended | |
Aug. 09, 2022 | Dec. 31, 2022 | Dec. 31, 2023 | |
Subsidiary, Sale of Stock [Line Items] | |||
Gross proceeds from private placement | $ 6,343,750 | ||
Private Placement [Member] | |||
Subsidiary, Sale of Stock [Line Items] | |||
Number of shares issued | 634,375 | 634,375 | |
Sale of stock price per share | $ 10 | ||
Gross proceeds from private placement | $ 6,343,750 | ||
Over-Allotment Option [Member] | |||
Subsidiary, Sale of Stock [Line Items] | |||
Number of shares issued | 63,000 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | 10 Months Ended | 12 Months Ended | ||||||
May 08, 2023 | Aug. 09, 2022 | May 17, 2022 | Apr. 25, 2022 | Dec. 31, 2022 | Dec. 31, 2023 | May 26, 2023 | ||
Related Party Transaction [Line Items] | ||||||||
Value of sponsor shares issued | [1] | $ 25,000 | ||||||
Proceeds from promissory note - related party | 300,000 | |||||||
Repayments of related party debt | 300,000 | |||||||
Aggregate principal amount | 1,000,000 | $ 1,000,000 | ||||||
Remaining funds in the trust account | 119,220,016 | 20,850,793 | ||||||
Non redemption aggregate shares | 339,565 | |||||||
Affiliate Sponsor [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Business acquisition, equity interest issued | $ 1,500,000 | |||||||
Business acquisition, share price | $ 10 | |||||||
Related Party [Member] | Administrative Support Agreement [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Other receivables, net, current | $ 10,000 | |||||||
Payment for administrative services | 50,000 | 120,000 | ||||||
Convertible Promissory Note [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Aggregate principal amount | $ 1,000,000 | |||||||
Outstanding amount | $ 0 | $ 1,000,000 | ||||||
Convertible Promissory Note [Member] | Convertible Debt [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Debt conversion price | The Convertible Promissory Note will automatically convert into Class A Common Stock at one share for each $10 in outstanding principal amount | |||||||
IPO [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Sale of stock, price per share | $ 10 | |||||||
IPO [Member] | Promissory Note [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Convertible debt | $ 300,000 | |||||||
Repayments of related party debt | $ 300,000 | |||||||
IPO [Member] | Promissory Note [Member] | Related Party [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Proceeds from promissory note - related party | $ 300,000 | |||||||
Common Class B [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Sponsor shares issued | 2,875,000 | |||||||
Value of sponsor shares issued | $ 25,000 | |||||||
Issued and outstanding shares percentage | 20% | 20% | ||||||
Sale of stock, price per share | $ 12 | |||||||
Common stock shares converted | 2,874,999 | |||||||
Common Class B [Member] | Sponsor [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Common stock shares converted | 2,874,999 | |||||||
Common Class B [Member] | Over-Allotment Option [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Share-based payment arrangement, forfeited | 375,000 | 375,000 | ||||||
Common Class A [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Sale of stock, price per share | $ 18 | |||||||
Common stock shares converted | 2,874,999 | |||||||
Redeemed shares | 9,577,250 | |||||||
Remaining funds in the trust account | $ 20,000,000 | |||||||
Non redemption aggregate shares | 998,682 | |||||||
Non redemption aggregate share value | $ 709,691 | |||||||
Non redeeming share price | $ 2.09 | |||||||
Common Class A [Member] | Sponsor [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Common stock shares converted | 2,874,999 | |||||||
[1]Includes up to 375,000 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) | 10 Months Ended | 12 Months Ended | ||||
Aug. 09, 2023 | Dec. 31, 2022 | Dec. 31, 2023 | May 08, 2023 | Aug. 09, 2022 | ||
Subsidiary, Sale of Stock [Line Items] | ||||||
Shares issued price per share | $ 1.17 | |||||
Number of stock issued, value | [1] | $ 25,000 | ||||
Representative shares issued, value | $ 67,275 | |||||
Representative shares issued, shares | 57,500 | |||||
Common Class A [Member] | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Share price | $ 2.09 | |||||
Proceeds from initial public offering | $ 115,000,000 | |||||
Underwriters [Member] | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Share price | 0.35 | |||||
IPO [Member] | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Shares issued price per share | $ 10.25 | $ 10.25 | ||||
Deferred underwriting commission | $ 4,025,000 | |||||
Representative shares issued, value | $ 67,275 | |||||
Representative shares issued, shares | 57,500 | |||||
IPO [Member] | Underwriters [Member] | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Issuance of Class B common stock to Sponsor, shares | 1,500,000 | |||||
Shares issued price per share | $ 10 | |||||
Number of stock issued, value | $ 15,000,000 | |||||
Share price | $ 0.17 | |||||
Proceeds from initial public offering | $ 1,955,000 | |||||
Deferred underwriting commission | $ 4,025,000 | |||||
IPO [Member] | Underwriters [Member] | Common Class A [Member] | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Issuance of Class B common stock to Sponsor, shares | 57,500 | |||||
[1]Includes up to 375,000 |
STOCKHOLDERS_ DEFICIT (Details
STOCKHOLDERS’ DEFICIT (Details Narrative) - USD ($) | 10 Months Ended | 12 Months Ended | ||||
May 08, 2023 | Aug. 09, 2022 | May 17, 2022 | Dec. 31, 2022 | Dec. 31, 2023 | ||
Class of Stock [Line Items] | ||||||
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | ||||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | ||||
Preferred stock, shares issued | 0 | 0 | ||||
Preferred stock, shares outstanding | 0 | 0 | ||||
Representative shares issued, shares | 57,500 | |||||
Warrants issued | 12,134,375 | |||||
Warrant [Member] | ||||||
Class of Stock [Line Items] | ||||||
Class of warrant or right exercise price | $ 0.01 | |||||
Private Placement [Member] | ||||||
Class of Stock [Line Items] | ||||||
Sale of stock, number of shares issued in transaction | 634,375 | 634,375 | ||||
Warrants outstanding | $ 634,375 | |||||
Sale price per share | $ 10 | |||||
Warrants issued | 634,375 | |||||
IPO [Member] | ||||||
Class of Stock [Line Items] | ||||||
Sale of stock, number of shares issued in transaction | 1,500,000 | |||||
Representative shares issued, shares | 57,500 | |||||
Warrants outstanding | $ 11,500,000 | |||||
Sale price per share | $ 10 | |||||
Business combination description | the Company had until 9 months (or up to 18 months from the closing of the Initial Public Offering at the election of the Company pursuant to nine one month extensions subject to satisfaction of certain conditions, including the deposit of $379,500 ($0.033 per unit) for such one month extension, into the Trust Account, or as extended by the Company’s stockholders in accordance with the Amended and Restated Certificate of Incorporation) from the closing of the Initial Public Offering to consummate a business combination (the “Combination Period”). On February 5, 2024, the Company filed an amendment to the Third Amended and Restated Certificate of Incorporation of the Company (i) to extend the Combination Period from February 9, 2023 to November 9, 2024 for no additional amount to be paid by the Sponsor into the Trust Account and (ii) to provide for the right of a holder of Class B common stock to convert such shares into shares of Class A common stock on a one-for-one basis prior to the closing of a business combination at the election of the holder If the Company is unable to complete a business combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than ten business days thereafter, redeem 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 up to $100,000), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Stockholders’ rights as stockholders (including the right to receive further 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, proceed 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. | |||||
Warrants issued | 11,500,000 | |||||
Over-Allotment Option [Member] | ||||||
Class of Stock [Line Items] | ||||||
Sale of stock, number of shares issued in transaction | 63,000 | |||||
Common Class A [Member] | ||||||
Class of Stock [Line Items] | ||||||
Common stock, shares authorized | 100,000,000 | 100,000,000 | ||||
Common stock, par value | $ 0.0001 | $ 0.0001 | ||||
Voting rights of common stock, description | Holders of the Company’s Class A common stock are entitled to one vote for each share | |||||
Temporary equity shares issued | 12,191,875 | 5,489,624 | ||||
Temporary equity shares outstanding | 12,191,875 | 5,489,624 | ||||
Common stock subject to possible redemption | 11,500,000 | 1,922,750 | ||||
Common stock shares issued | 691,875 | 3,566,874 | [1] | |||
Common stock shares outstanding | 691,875 | 3,566,874 | [1] | |||
Conversion of common stock shares | 2,874,999 | |||||
Common stock not subject to possible redemption | 2,874,999 | |||||
Class of warrant or right exercise price | $ 11.50 | |||||
Sale price per share | $ 18 | |||||
Business combination description | In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of the initial business combination at a Newly Issued Price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial business combination on the date of the consummation of the initial business combination (net of redemptions), and (z) the market value is below $9.20 per share, then the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the greater of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described above will be adjusted (to the nearest cent) to be equal to 180% of the greater of the Market Value and the Newly Issued Price. | |||||
Common Class A [Member] | IPO [Member] | ||||||
Class of Stock [Line Items] | ||||||
Sale of stock, number of shares issued in transaction | 11,500,000 | |||||
Common Class A [Member] | Over-Allotment Option [Member] | ||||||
Class of Stock [Line Items] | ||||||
Sale of stock, number of shares issued in transaction | 1,500,000 | |||||
Common Class B [Member] | ||||||
Class of Stock [Line Items] | ||||||
Common stock, shares authorized | 10,000,000 | 10,000,000 | ||||
Common stock, par value | $ 0.0001 | $ 0.0001 | ||||
Voting rights of common stock, description | Holders of Class B common stock are entitled to one vote for each share | |||||
Common stock shares issued | 2,875,000 | 1 | ||||
Common stock shares outstanding | 2,875,000 | 1 | ||||
Percentage of issued and outstanding shares | 20% | 20% | ||||
Common stock not subject to possible redemption | 2,874,999 | |||||
Sale price per share | $ 12 | |||||
Common Class B [Member] | Over-Allotment Option [Member] | ||||||
Class of Stock [Line Items] | ||||||
Share subject to forfeiture | 375,000 | 375,000 | ||||
[1] 2,874,999 |
SCHEDULE OF NET DEFERRED TAX AS
SCHEDULE OF NET DEFERRED TAX ASSETS AND LIABILITIES (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Deferred tax assets | ||
Start-up costs | $ 318,746 | $ 80,230 |
Net operating loss carryforwards | 15,119 | |
Total deferred tax assets | 333,864 | 80,230 |
Valuation allowance | (333,864) | (80,230) |
Deferred tax assets, net of allowance |
SCHEDULE OF INCOME TAX PROVISIO
SCHEDULE OF INCOME TAX PROVISION (Details) - USD ($) | 10 Months Ended | 12 Months Ended |
Dec. 31, 2022 | Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | ||
Current | $ 248,508 | $ 528,809 |
Deferred | (80,230) | (176,665) |
Current | ||
Deferred | (76,969) | |
Change in valuation allowance | 80,230 | 253,634 |
Income tax provision | $ 248,508 | $ 528,809 |
SCHEDULE OF FEDERAL INCOME TAX
SCHEDULE OF FEDERAL INCOME TAX RATE (Details) | 10 Months Ended | 12 Months Ended |
Dec. 31, 2022 | Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | ||
Statutory federal income tax rate | 21% | 21% |
State taxes, net of federal tax benefit | 0% | (6.50%) |
Previous tax year adjustment | 1.50% | |
Non-deductible transaction costs | 15.70% | |
Other permanent items, net | ||
Change in valuation allowance | 10% | 29.20% |
Income tax provision | 31% | 60.90% |
INCOME TAXES (Details Narrative
INCOME TAXES (Details Narrative) - USD ($) | 10 Months Ended | 12 Months Ended |
Dec. 31, 2022 | Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | ||
Valuation allowance | $ 80,230 | $ 253,634 |
state net operating loss carryovers | $ 0 | $ 299,023 |
SCHEDULE OF FINANCIAL ASSETS ME
SCHEDULE OF FINANCIAL ASSETS MEASURED AT FAIR VALUE ON A RECURRING BASIS (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Fair Value, off-Balance-Sheet Risks, Disclosure Information [Line Items] | ||
Investments held in Trust Account | $ 20,850,793 | $ 119,220,016 |
US Treasury Securities [Member] | ||
Fair Value, off-Balance-Sheet Risks, Disclosure Information [Line Items] | ||
Investments held in Trust Account | 20,850,793 | 119,220,016 |
US Treasury Securities [Member] | Fair Value, Inputs, Level 1 [Member] | ||
Fair Value, off-Balance-Sheet Risks, Disclosure Information [Line Items] | ||
Investments held in Trust Account | 20,850,793 | 119,220,016 |
US Treasury Securities [Member] | Fair Value, Inputs, Level 2 [Member] | ||
Fair Value, off-Balance-Sheet Risks, Disclosure Information [Line Items] | ||
Investments held in Trust Account | ||
US Treasury Securities [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, off-Balance-Sheet Risks, Disclosure Information [Line Items] | ||
Investments held in Trust Account |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - USD ($) | Feb. 03, 2024 | Jan. 11, 2024 | May 08, 2023 | Aug. 09, 2022 | Feb. 27, 2024 | Dec. 31, 2023 | May 26, 2023 | Dec. 31, 2022 |
Subsequent Event [Line Items] | ||||||||
Remaining funds in the trust account | $ 20,850,793 | $ 119,220,016 | ||||||
Convertible promissory note payable | $ 1,000,000 | $ 1,000,000 | ||||||
Note Purchase Agreement [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Convertible promissory note payable | $ 1,000,000 | |||||||
Common Class A [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Common stock, par value | $ 0.0001 | $ 0.0001 | ||||||
Aggregate redeemed shares | 9,577,250 | |||||||
Remaining funds in the trust account | $ 20,000,000 | |||||||
Subsequent Event [Member] | Note Purchase Agreement [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Convertible promissory note payable | $ 2,700,000 | |||||||
Subsequent Event [Member] | Common Class A [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Common stock, par value | $ 0.0001 | |||||||
Aggregate redeemed shares | 273,334 | |||||||
Remaining funds in the trust account | $ 17,900,000 | |||||||
IPO [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Sale of stock, number of shares issued in transaction | 1,500,000 | |||||||
IPO [Member] | Common Class A [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Sale of stock, number of shares issued in transaction | 11,500,000 | |||||||
IPO [Member] | Subsequent Event [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Sale of stock, number of shares issued in transaction | 1,700,000 |