Document And Entity Information
Document And Entity Information - shares | 6 Months Ended | |
Jun. 30, 2023 | Sep. 28, 2023 | |
Document Information Line Items | ||
Entity Registrant Name | 99 Acquisition Group Inc. | |
Document Type | 10-Q | |
Current Fiscal Year End Date | --12-31 | |
Amendment Flag | false | |
Entity Central Index Key | 0001950429 | |
Entity Current Reporting Status | No | |
Entity Filer Category | Non-accelerated Filer | |
Document Period End Date | Jun. 30, 2023 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q2 | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Shell Company | true | |
Entity Ex Transition Period | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity File Number | 001-41784 | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 88-2992752 | |
Entity Address, Address Line One | 14 Noblewood Ct | |
Entity Address, City or Town | Gaithersburg | |
Entity Address, Country | MD | |
Entity Address, Postal Zip Code | 20878 | |
City Area Code | (703) | |
Local Phone Number | 371-4260 | |
Entity Interactive Data Current | Yes | |
Common Stock | ||
Document Information Line Items | ||
Trading Symbol | NNAG | |
Title of 12(b) Security | Common Stock | |
Security Exchange Name | NASDAQ | |
Warrants | ||
Document Information Line Items | ||
Trading Symbol | NNAGW | |
Title of 12(b) Security | Warrants | |
Security Exchange Name | NASDAQ | |
Rights | ||
Document Information Line Items | ||
Trading Symbol | NNAGR | |
Title of 12(b) Security | Rights | |
Security Exchange Name | NASDAQ | |
Units | ||
Document Information Line Items | ||
Trading Symbol | NNAGU | |
Title of 12(b) Security | Units | |
Security Exchange Name | NASDAQ | |
Class A Common Stock | ||
Document Information Line Items | ||
Entity Common Stock, Shares Outstanding | 7,575,000 | |
Class B Common Stock | ||
Document Information Line Items | ||
Entity Common Stock, Shares Outstanding | 2,875,000 |
Balance Sheets (Unaudited)
Balance Sheets (Unaudited) - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 | |
Current Assets | |||
Cash | $ 1,016 | $ 11,470 | |
Prepaid expenses | 80 | ||
Total Current Assets | 1,016 | 11,550 | |
Deferred offering costs | 178,026 | 97,438 | |
Total Assets | 179,042 | 108,988 | |
Current Liabilities | |||
Accrued offering costs | 35,200 | 23,438 | |
Advances from related party | 29,001 | 29,001 | |
Due to Sponsor | 35,000 | ||
Total Current Liabilities | 157,771 | 87,439 | |
Total Liabilities | 157,771 | 87,439 | |
Commitments and Contingencies | |||
Stockholder’s Equity | |||
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | |||
Additional paid in capital | 24,693 | 24,693 | |
Accumulated deficit | (3,729) | (3,451) | |
Total Stockholder’s Equity | 21,271 | 21,549 | |
TOTAL LIABILITIES AND STOCKHOLDER’S EQUITY | 179,042 | 108,988 | |
Class A Common Stock | |||
Stockholder’s Equity | |||
Common stock value | |||
Class B Common Stock | |||
Stockholder’s Equity | |||
Common stock value | [1],[2] | 307 | 307 |
Related Party | |||
Current Liabilities | |||
Promissory note – related party | $ 93,570 | ||
[1] Gives retroactive effect to the 42.22% share dividend declared on February 8, 2023 (see Notes 5 and 7). Includes an aggregate of up to 400,000 shares of Class B common stock that are subject to forfeiture if the overallotment option is not exercised in full or in part by the underwriters (see Notes 5 and 7). |
Balance Sheets (Unaudited) (Par
Balance Sheets (Unaudited) (Parentheticals) - $ / shares | Jun. 30, 2023 | Dec. 31, 2022 |
Preferred stock par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | ||
Preferred stock, shares outstanding | ||
Class A Common Stock | ||
Common stock par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | ||
Common stock, shares outstanding | ||
Class B Common Stock | ||
Common stock par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 10,000,000 | 10,000,000 |
Common stock, shares issued | 3,066,667 | 3,066,667 |
Common stock, shares outstanding | 3,066,667 | 3,066,667 |
Statements of Operations (Unaud
Statements of Operations (Unaudited) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2023 | ||
Income Statement [Abstract] | ||||
Formation costs | $ 3,005 | $ 30 | $ 278 | |
Net loss | $ (3,005) | $ (30) | $ (278) | |
Weighted average shares outstanding, basic (in Shares) | [1],[2] | 2,666,667 | 2,666,667 | |
Basic net loss per common share (in Dollars per share) | $ 0 | $ 0 | ||
[1] Excludes an aggregate of up to 400,000 shares of Class B common stock that are subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters (see Notes 5 and 7). Gives retroactive effect to the 42.22% share dividend declared on February 8, 2023 (see Notes 5 and 7). |
Statements of Operations (Una_2
Statements of Operations (Unaudited) (Parentheticals) - $ / shares | 1 Months Ended | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2023 | ||
Income Statement [Abstract] | ||||
Weighted average shares outstanding, diluted | [1],[2] | 2,666,667 | 2,666,667 | |
Diluted net loss per common share | $ 0 | $ 0 | ||
[1] Excludes an aggregate of up to 400,000 shares of Class B common stock that are subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters (see Notes 5 and 7). Gives retroactive effect to the 42.22% share dividend declared on February 8, 2023 (see Notes 5 and 7). |
Statements of Changes in Stockh
Statements of Changes in Stockholder’s Equity (Unaudited) - USD ($) | Class B Common Stock | Additional Paid in Capital | Accumulated Deficit | Total | ||
Balance at Jun. 13, 2022 | [1],[2] | |||||
Balance (in Shares) at Jun. 13, 2022 | [1],[2] | |||||
Net loss | [1],[2] | (3,005) | (3,005) | |||
Balance at Jun. 30, 2022 | [1],[2] | (3,005) | (3,005) | |||
Balance (in Shares) at Jun. 30, 2022 | [1],[2] | |||||
Balance at Dec. 31, 2022 | $ 307 | [1],[2] | 24,693 | (3,451) | 21,549 | |
Balance (in Shares) at Dec. 31, 2022 | [1],[2] | 3,066,667 | ||||
Net loss | [1],[2] | (248) | (248) | |||
Balance at Mar. 31, 2023 | $ 307 | [1],[2] | 24,693 | (3,699) | 21,301 | |
Balance (in Shares) at Mar. 31, 2023 | [1],[2] | 3,066,667 | ||||
Balance at Dec. 31, 2022 | $ 307 | [1],[2] | 24,693 | (3,451) | 21,549 | |
Balance (in Shares) at Dec. 31, 2022 | [1],[2] | 3,066,667 | ||||
Net loss | (278) | |||||
Balance at Jun. 30, 2023 | $ 307 | [1],[2] | 24,693 | (3,729) | 21,271 | |
Balance (in Shares) at Jun. 30, 2023 | [1],[2] | 3,066,667 | ||||
Balance at Mar. 31, 2023 | $ 307 | [1],[2] | 24,693 | (3,699) | 21,301 | |
Balance (in Shares) at Mar. 31, 2023 | [1],[2] | 3,066,667 | ||||
Net loss | [1],[2] | (30) | (30) | |||
Balance at Jun. 30, 2023 | $ 307 | [1],[2] | $ 24,693 | $ (3,729) | $ 21,271 | |
Balance (in Shares) at Jun. 30, 2023 | [1],[2] | 3,066,667 | ||||
[1] Gives retroactive effect to the 42.22% share dividend declared on February 8, 2023 (see Notes 5 and 7). Includes an aggregate of up to 400,000 shares of Class B common stock that are subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters (see Notes 5 and 7). |
Statements of Cash Flows (Unaud
Statements of Cash Flows (Unaudited) - USD ($) | 1 Months Ended | 6 Months Ended |
Jun. 30, 2022 | Jun. 30, 2023 | |
Cash flows from Operating Activities: | ||
Net loss | $ (3,005) | $ (278) |
Changes in operating assets and liabilities | ||
Prepaid expenses | (239) | 80 |
Net cash used in operating activities | (3,244) | (198) |
Cash flows from Financing Activities: | ||
Advances from related party | 3,244 | |
Proceeds from promissory note – related party | 58,570 | |
Payment of offering costs | (68,826) | |
Net cash (used in) provided by financing activities | 3,244 | (10,256) |
Net Change in cash | (10,454) | |
Cash – Beginning of period | 11,470 | |
Cash – End of period | 1,016 | |
Supplemental Disclosures of Noncash Financing Activities | ||
Deferred offering costs included in accrued offering costs | 35,200 | |
Deferred offering costs paid from due from related party | 25,000 | |
Conversion of due to Sponsor to promissory note – related party | $ 35,000 |
Description of Organization and
Description of Organization and Business Operations | 6 Months Ended |
Jun. 30, 2023 | |
Description of Organization and Business Operations [Abstract] | |
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | NOTE 1 — DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS 99 Acquisition Group Inc. (the “Company”) is a newly organized blank check company incorporated in Delaware on June 14, 2022. The Company was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (a “Business Combination”). The Company is not limited to a particular industry or sector for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of June 30, 2023, the Company had not commenced any operations. All activity for the period from June 14, 2022 (inception) through June 30, 2023 relates to the Company’s formation and the proposed initial public offering (“Proposed Public Offering”), which is described below. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income from the proceeds derived from the Proposed Public Offering. The Company has selected December 31 as its fiscal year end. The Company’s ability to commence operations is contingent upon obtaining adequate financial resources through a Proposed Public Offering of 8,000,000 units (the “Units” and, with respect to the Class A common stock included in the Units being offered, the “Public Shares”) at $10.00 per Unit (or 9,200,000 units if the underwriters’ over-allotment option is exercised in full), which is discussed in Note 3, and the sale of 3,265,000 warrants (or 3,565,000 warrants if the underwriters’ over-allotment option is exercised in full) (the “Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant in a private placement to 99 Acquisition Sponsor LLC (the “Sponsor”) that will close simultaneously with the Proposed Public Offering (see Note 4). On August 22, 2023, the Company consummated its Initial Public Offering and the private placement with the Sponsor (see Note 8, including final deal terms). The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Proposed Public Offering and the sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. Nasdaq rules provide that the Business Combination must be with one or more target businesses that together have a fair market value equal to at least 80% of the balance in the Trust Account (less any deferred underwriting commissions and taxes payable on interest earned on the Trust Account) at the time of the signing a definitive agreement to enter a Business Combination. The Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”). There is no assurance that the Company will be able to successfully effect a Business Combination. Upon the closing of the Proposed Public Offering, management has agreed that an amount equal to at least $10.10 per Unit sold in the Proposed Public Offering, including the proceeds from the sale of the Private Placement Warrants, will be held in a trust account with Continental Stock Transfer & Trust Company, a U.S.-based company, acting as trustee (the “Trust Account”). The funds in the trust account will be invested only in U.S. government treasury bills with a maturity of 180 days or less or in money market funds investing solely in U.S. Treasuries and meeting certain conditions under Rule 2a-7 under the Investment Company Act until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the funds in the Trust Account to the Company’s stockholders, as described below. The Company will provide its holders of the outstanding public shares (the “public stockholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company. The public stockholders will be entitled to redeem their shares for a pro rata portion of the amount held in the Trust Account (initially $10.10 per share), calculated as of two business days prior to the completion of a Business Combination, including interest. The per-share amount to be distributed to the public stockholders who redeem their shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters (as discussed in Note 6). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. The Public Shares will be recorded at redemption value and classified as temporary equity upon the completion of the Proposed Public Offering, in accordance with Accounting Standards Codification (“ASC”) Topic 480, “Distinguishing Liabilities from Equity.” The Company will proceed with a Business Combination only if a majority of the shares voted are voted in favor of the Business Combination. If a stockholder vote is not required by law and the Company does not decide to hold a stockholder vote for business or other reasons, the Company will, pursuant to its Second Amended and Restated Certificate of Incorporation (the “Second Amended and Restated Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the transaction is required by law, or the Company decides to obtain stockholder approval for business or other reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks stockholder approval in connection with a Business Combination, the Sponsor has agreed to vote its Founder Shares (as defined in Note 5) and any Public Shares purchased during or after the Proposed Public Offering in favor of approving a Business Combination. Additionally, each public stockholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction or don’t vote at all. Notwithstanding the above, if the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Second Amended and Restated Certificate of Incorporation provides that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the Public Shares, without the prior consent of the Company. The Sponsor has agreed (a) to waive its redemption rights with respect to its Founder Shares and Public Shares held by it in connection with the completion of a Business Combination, (b) to waive its liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within 9 months from the closing of the Proposed Public Offering or up to 15 months from the closing of the offering if the Company extend the period of time to consummate a business combination for up to three months on two occasions, as described in more detail in the Company’s prospectus, and (c) not to propose an amendment to the Second Amended and Restated Certificate of Incorporation (i) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the Company’s initial Business Combination or to redeem 100% of its Public Shares if the Company does not complete a Business Combination or (ii) with respect to any other provision relating to stockholders’ rights or pre-initial business combination activity, unless the Company provides the public stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment. The Company will have 9 months (or 15 months, as applicable) from the closing of the Proposed Public Offering (as such period may be extended pursuant to the Company’s Second Amended and Restated Certificate of Incorporation) to complete a Business Combination (the “Combination Period”). If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants or rights, which will expire worthless if the Company fails to complete a Business Combination within the Combination Period. The Sponsor has agreed to waive its liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Sponsor acquires Public Shares in or after the Proposed Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Proposed Public Offering price per Unit ($10.00). In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party 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 amount of funds in the Trust Account to below the lesser of (1) $10.10 per Public Share and (2) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay our taxes. This liability will not apply with respect to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under the Company’s indemnity of the underwriters of the Proposed Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Going Concern Consideration The Company consummated its Initial Public Offering on August 22, 2023 (see Note 8 , including final deal terms Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of the financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2023 | |
Summary of Significant Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited interim financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information, as set forth by the Financial Accounting Standards Board (“FASB”), and pursuant to the rules and regulations of the SEC. The unaudited interim financial statements should be read in conjunction with the audited financial statements and notes thereto for the period from June 14, 2022 (inception) through December 31, 2022 included in a registration statement on Form S-1, as amended, declared effective by the SEC on August 14, 2023. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim period presented have been reflected herein. The results of operations for the interim period are not necessarily indicative of the results to be expected for the full year. Notes to the financial statements which would substantially duplicate disclosures contained herein have been omitted. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of the financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statement, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had cash of $1,016 and $11,470 as of June 30, 2023 and December 31, 2022, respectively, and no cash equivalents as of June 30, 2023 or December 31, 2022. Deferred Offering Costs Deferred offering costs consist of legal, accounting and other expenses incurred through the balance sheet date that are directly related to the Proposed Public Offering. Upon completion of the Proposed Public Offering, offering costs associated with the common stock and the warrants will be charged to stockholder’s equity since both the public and private warrants are expected to qualify for equity classification. Should the Proposed Public Offering prove to be unsuccessful, these deferred costs, as well as additional expenses to be incurred, will be charged to operations. Common Stock Subject to Possible Redemption The Company accounts for its common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480, “Distinguishing Liabilities from Equity.” Shares of common stock subject to mandatory redemption are classified as a liability instrument and are measured at fair value. Shares of conditionally redeemable common stock (including common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, common stock is classified as a component of stockholder’s equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, upon completion of the Proposed Public Offering, the shares of Class A common stock will be presented at redemption value as temporary equity, outside of the stockholder’s equity section of the Company’s balance sheets. The shares of Class B common stock are classified as a component of stockholder’s equity since they are not subject to possible redemption outside of the Company’s control. Income Taxes The Company accounts for income taxes under ASC 740, “Income Taxes” (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of June 30, 2023 or December 31, 2022. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. The provision for income taxes was deemed to be de minimis for the three and six months ended June 30, 2023 and the period from June 14, 2022 (inception) through June 30, 2022. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. Net Loss Per Common Share Net loss per common share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period, excluding shares of common stock subject to forfeiture. Weighted average shares were reduced for the effect of an aggregate of 400,000 shares of Class B common stock that are subject to forfeiture if the over-allotment option is not exercised by the underwriters (see Notes 5 and 7). At June 30, 2023, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into shares of common stock and then share in the earnings of the Company. As a result, diluted loss per common share is the same as basic loss per common share for the period presented. Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. 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”. Derivative instruments are initially recorded at fair value on the issuance date and re-valued at each reporting date, with changes in the fair value reported in the statement of operations. Derivative assets and liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying balance sheets, primarily due to their short-term nature. Warrants The Company will account for its warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in FASB ASC 480, “Distinguishing Liabilities from Equity” (“ASC 480”) and ASC 815, “Derivatives and Hedging” (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own common shares and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time 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 of the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. The Company will account for its warrants as equity-classified. Recent Accounting Standards In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40) Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. |
Proposed Public Offering
Proposed Public Offering | 6 Months Ended |
Jun. 30, 2023 | |
Proposed Public Offering [Abstract] | |
PROPOSED PUBLIC OFFERING | NOTE 3 — PROPOSED PUBLIC OFFERING Pursuant to the Proposed Public Offering, the Company will offer for sale up to 8,000,000 Units (or 9,200,000 Units if the underwriters’ overallotment option is exercised in full) at a purchase price of $10.00 per Unit. Each Unit will consist of one share of Class A common stock of the Company, one redeemable warrant (“Public Warrant”) and one right. Each Public Warrant will entitle the holder to purchase one share of Class A common stock at an exercise price of $11.50 per whole share (see Note 7). Each right will entitle the holder thereof to receive one-fifth (1/5) of one share of Class A common stock upon the consummation of an initial business combination (see Note 7). On August 22, 2023, the Company consummated its Initial Public Offering (see Note 8, including final deal terms). |
Private Placement
Private Placement | 6 Months Ended |
Jun. 30, 2023 | |
Private Placement [Abstract] | |
PRIVATE PLACEMENT | NOTE 4 — PRIVATE PLACEMENT The Sponsor has committed to purchase an aggregate of 3,265,000 warrants (or 3,565,000 warrants if the underwriters’ over-allotment option is exercised in full) at a price of $1.00 per Private Placement Warrant, for an aggregate purchase price of $3,265,000 (or $3,565,000 if the underwriters’ over-allotment option is exercised in full), in a private placement that will occur simultaneously with the closing of the Proposed Public Offering. Each Private Placement Warrant is exercisable to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment (see Note 7). A portion of the proceeds from the Private Placement Warrants will be added to the proceeds from the Proposed Public Offering to be held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Warrants will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless. On August 22, 2023, the Company consummated the private placement with the Sponsor (see Note 8, including final deal terms). |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2023 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 5 — RELATED PARTY TRANSACTIONS Founder Shares On August 16, 2022, the Company approved the acquisition by transfer of an aggregate of 2,156,250 shares of Class B common stock of the Company (the “Founder Shares”) to the Sponsor for an aggregate purchase price of $25,000 in cash, or approximately $0.01 per share. In connection with the increase in the size of the Proposed Public Offering, on February 8, 2023, the Company declared a 42.22% share dividend on each Founder Share, thereby increasing the number of issued and outstanding Founder Shares to 3,066,667, including an aggregate of up to 400,000 shares subject to forfeiture by the Sponsor to the extent that the underwriters’ over-allotment option is not exercised in full or in part. All share amounts presented have been retroactively restated to reflect the share dividend. The number of Founder Shares issued was determined so that the Sponsor will collectively own, on an as-converted basis, 25% of the Company’s issued and outstanding shares after the Proposed Public Offering (assuming the Sponsor does not purchase any Public Shares in the Proposed Public Offering). On August 17, 2023, in connection with the decrease in the size of the Proposed Public Offering, the Sponsor forfeited an aggregate of 191,667 Founder Shares (see Note 8). The Sponsor has agreed, subject to certain limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur of: (i) one year after the completion of a Business Combination, and (ii) subsequent to the Business Combination, (A) if the last reported sale price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after a Business Combination, or (B) the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of the Company’s stockholders having the right to exchange their common stock for cash, securities or other property. Administrative Services Agreement The Company plans to enter into an agreement upon the completion of the Proposed Public Offering to pay the Sponsor a total of up to $10,000 per month for business and administrative support services. Upon completion of the Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees. Promissory Note — Related Party On August 16, 2022, the Sponsor agreed to loan the Company an aggregate of up to $300,000 to cover expenses related to the Proposed Public Offering pursuant to a promissory note (the “Note”). The Note is non-interest bearing and is payable on the earlier of the consummation of a Business Combination or the liquidation of the Company on or before the 9-month anniversary of the completion of the Proposed Public Offering (or up to the 15-month anniversary if the Company extends the period of time to consummate a Business Combination) or such later liquidation date as may be approved by the Company’s stockholders (a “Liquidation”). Upon maturity, the Note would be repaid, without interest or, at the lender’s discretion, the Note may be converted into warrants (the “Conversion Warrants”), at a price of $1.00 per warrant. The Conversion Warrants would be identical to the Private Placement Warrants. As of December 31, 2022, the Company had no borrowings outstanding under the Note. During the six months ended June 30, 2023, the Company borrowed $58,570 under the Note to pay for vendor invoices and converted the remaining balance due to the Sponsor of $35,000 through a draw under the Note. As of June 30, 2023, the Company had an outstanding balance of $93,570 under the Note, with $206,430 available to draw. Related Party Loans In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor or certain of the Company’s directors and officers may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would be repaid upon consummation of a Business Combination, without interest or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be converted into warrants, at a price of $1.00 per warrant. These warrants would be identical to the Private Placement Warrants. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. As of June 30, 2023 and December 31, 2022, no Working Capital Loans were outstanding. Advances from Related Party An affiliate of the Sponsor paid certain formation, deferred offering and operating costs totaling $29,001 on behalf of the Company during the period from June 14, 2022 (inception) through December 31, 2022. These advances are non-interest bearing and payable on demand. As of June 30, 2023 and December 31, 2022, $29,001 was due to the related party. Due to Sponsor During the period from June 14, 2022 (inception) through December 31, 2022, the Company received funds totaling $400,000 from various investors on behalf of the Sponsor. These monies represent advances paid to the Sponsor for purchase of Private Placement Warrants upon successful completion of the Proposed Public Offering. The monies should have been deposited into the Sponsor’s bank account instead of the Company’s bank account. These amounts are non-interest bearing and payable on demand. During the period from June 14, 2022 (inception) through December 31, 2022, the Company repaid $365,000 of the balance due to the Sponsor related to investments it had collected on behalf of the Sponsor, resulting in a balance of $35,000 due to the Sponsor as of December 31, 2022. During the six months ended June 30, 2023, the Company converted the remaining balance of $35,000 due to the Sponsor through a draw under the Note. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2023 | |
Commitments and Contingencies [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 6 — COMMITMENTS AND CONTINGENCIES Registration Rights The holders of the Founder Shares, Private Placement Warrants, Conversion Warrants and warrants that may be issued upon conversion of Working Capital Loans (and any shares of Class A common stock issuable upon the exercise of the Private Placement Warrants, Conversion Warrants and warrants that may be issued upon conversion of the Working Capital Loans and Founder Shares) will be entitled to registration rights pursuant to a registration rights agreement 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 three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. However, the registration rights agreement will provide that the Company will not be required to effect or permit any registration or cause any registration statement to become effective until termination of the applicable lock-up period. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The Company will grant the underwriters a 45-day option to purchase up to 1,200,000 additional Units to cover over-allotments at the Proposed Public Offering price, less the underwriting discounts and commissions. On August 22, 2023, the Company consummated its Initial Public Offering (see Note 8, including final deal terms). The underwriters will be entitled to a cash underwriting discount of $0.15 per Unit, or $1,200,000 in the aggregate (or $1,380,000 if the underwriters’ over-allotment option is exercised in full), payable upon the closing of the Proposed Public Offering. The underwriters are entitled to a deferred fee of $0.35 per Unit, or $2,800,000 in the aggregate (or up to $3,220,000 if the underwriters’ over-allotment option is exercised in full). The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. In addition to the underwriting discount, the Company has agreed to pay or reimburse the underwriters for certain of their out-of-pocket expenses related to the Proposed Public Offering, including, but not limited to “road show” expenses, expenses of the underwriters’ legal counsel and diligence and background checks on our directors, director nominees and executive. Representative Shares The Company agreed to issue to the underwriters and/or their designees, 80,000 shares of Class A common stock (or 92,000 shares if the underwriters’ over-allotment option is exercised in full) upon the consummation of the Proposed Public Offering. The underwriters have agreed not to transfer, assign or sell any such shares until the completion of our initial business combination. In addition, the underwriters have agreed (i) to waive their redemption rights with respect to such shares in connection with the completion of our initial business combination and (ii) to waive their rights to liquidating distributions from the trust account with respect to such shares if we fail to complete our initial business combination within 9 months from the closing of the Proposed Public Offering (or up to 15 months from the consummation of the Proposed Public Offering if we extend the period of time for up to three months on two occasions to consummate a business combination, as described in more detail in the Company’s prospectus). The representative shares have resale registration rights including one demand and unlimited “piggy-back” rights for periods of five and seven years, respectively, from the commencement of sales of the Proposed Public Offering. In compliance with FINRA Rule 5110(g)(8), registration rights granted to the underwriters are limited to demand and “piggy back” rights for periods of five and seven years, respectively, from the effective date of the registration statement of which the Company’s prospectus forms a part and such demand rights may be exercised on only one occasion. The shares have been deemed compensation by FINRA and are therefore subject to a lock-up for a period of 180 days immediately following the commencement of sales of the offering. Pursuant to FINRA Rule 5110(e)(1), these securities may not be sold, transferred, assigned, pledged or hypothecated nor may they be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the securities by any person for a period of 180 days immediately following the commencement of sales of the offering except to any underwriter and selected dealer participating in the offering and their officers or partners, registered persons or affiliates or as otherwise permitted under FINRA Rule 5110(e)(2). On August 22, 2023, the Company consummated its Initial Public Offering (see Note 8, including final deal terms). |
Stockholder_s Equity
Stockholder’s Equity | 6 Months Ended |
Jun. 30, 2023 | |
Stockholder’s Equity [Abstract] | |
STOCKHOLDER’S EQUITY | NOTE 7 — STOCKHOLDER’S EQUITY Preferred Shares no Class A Common Stock no On August 22, 2023, the Company consummated its Initial Public Offering (see Note 8, including final deal terms). Class B Common Stock On August 17, 2023, in connection with the decrease in the size of the Proposed Public Offering, the Sponsor forfeited an aggregate of 191,667 shares of Class B common stock (see Note 8). Holders of Class A common stock and Class B common stock will vote together as a single class on all matters submitted to a vote of stockholders, except as required by law. The shares of Class B common stock will automatically convert into shares of Class A common stock at the time of a Business Combination, or earlier at the option of the holder, at a ratio such that the number of Class A common stock issuable upon conversion of all Class B common stock will equal, in the aggregate, on an as-converted basis, 25% of the sum of the total number of all shares of common stock outstanding upon completion of the Proposed Public Offering plus all Class A shares of common stock issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of a Business Combination (excluding any Class A common stock or equity-linked securities exercisable for or convertible into Class A shares of common stock issued, or to be issued, to any seller in a Business Combination). In no event will the shares of Class B common stock convert into shares of Class A common stock at a rate of less than one-to-one. Warrants five The Company will not be obligated to deliver any shares of Class A common stock pursuant to the exercise of a Public Warrant and will have no obligation to settle such Public Warrant exercise unless a registration statement under the Securities Act covering the issuance of the shares of Class A common stock issuable upon exercise of the Public Warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration. No warrant will be exercisable and the Company will not be obligated to issue shares of Class A common stock upon exercise of a warrant unless the shares of Class A common stock issuable upon such warrant exercise have been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. The Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of a Business Combination, it will use its commercially reasonable efforts to file with the SEC a registration statement covering the issuance, under the Securities Act, of the shares of Class A common stock issuable upon exercise of the warrants. The Company will use its commercially reasonable efforts to cause the same to become effective within 60 business days after the closing of a Business Combination and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the warrants in accordance with the provisions of the warrant agreement. If any such registration statement has not been declared effective by the 60 th st Redemption of Public Warrants when the price per share of Class A common stock equals or exceeds $18.00: ● in whole and not in part; ● at a price of $0.01 per warrant; ● upon a minimum of 30 days’ prior written notice of redemption, which we refer to as the 30-day redemption period; and ● if, and only if, the last sale price of our Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) on each of 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which we send the notice of redemption to the warrant holders if, and only if, there is a current registration statement in effect with respect to the shares of Class A common stock underlying such warrants. If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of shares of Class A common stock issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a share dividend, or recapitalization, reorganization, merger or consolidation. However, except as described below, the warrants will not be adjusted for the issuance of Class A common stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless. The Company will not redeem the warrants unless a registration statement under the Securities Act covering the shares of Class A common stock issuable upon exercise of the warrants is effective and a current prospectus relating to those shares of Class A common stock is available throughout the 30-day redemption period, except if the warrants may be exercised on a cashless basis and such cashless exercise is exempt from registration under the Securities Act. 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 our initial business combination at an issue price or effective issue 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 our board of directors and, in the case of any such issuance to our sponsor or its affiliates, without taking into account any founder shares held by our sponsor or its affiliates, prior to such issuance) (the “Newly Issued Price”), (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 our initial business combination on the date of the consummation of our initial business combination (net of redemptions), and (z) the volume weighted average reported sale price of our common stock during the 10 trading days ending on the third trading day prior to the day on which we consummate our initial business combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described below under “Redemption of warrants” will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price. The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Proposed Public Offering, except that the Private Placement Warrants and the shares of Class A common stock issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or saleable until 30 days after the completion of a Business Combination, subject to certain limited exceptions, and will be entitled to registration rights. The Company will account for the 11,265,000 warrants to be issued in connection with the Proposed Public Offering (including 8,000,000 Public Warrants and 3,265,000 Private Placement Warrants assuming the underwriters’ over-allotment option is not exercised) in accordance with the guidance contained in ASC 815-40. Such guidance provides that because the warrants meet the criteria for equity treatment thereunder, each warrant must be recorded within equity. On August 22, 2023, the Company consummated its Initial Public Offering and the private placement with the Sponsor (see Note 8, including final deal terms). Rights If the Company is unable to complete a Business Combination within the required time period and it liquidates the funds held in the Trust Account, holders of rights will not receive any of such funds with respect to their rights, nor will they receive any distribution from assets held outside of the Trust Account with respect to such rights, and the rights will expire worthless. The Company will not issue fractional shares upon conversion of any rights. Fractional shares will either be rounded down to the nearest whole share or otherwise addressed in accordance with applicable law. As a result, the holders of the rights must hold rights in multiples of five in order to receive shares for all of the holders’ rights upon the consummation of a Business Combination. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2023 | |
Subsequent events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 8 — SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date through September 28, 2023, the date that the financial statements were available to be issued. Based upon this review, other than as described within these financial statements, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements other than those described below. Initial Public Offering Effective August 17, 2023, the size of the Proposed Public Offering (see Note 3) was decreased, such that the Company will offer for sale up to 7,500,000 Units (or 8,625,000 Units if the underwriters’ overallotment option is exercised in full) at a purchase price of $10.00 per Unit. The registration statement for the Company’s Initial Public Offering was declared effective on August 14, 2023. On August 22, 2023, the Company consummated its Initial Public Offering of 7,500,000 Units at a purchase price of $10.00 per Unit, generating gross proceeds of $75,000,000 (the “Initial Public Offering”). The underwriters have a 45-day option from August 17, 2023 (the date of the prospectus) to purchase up to an additional 1,125,000 units to cover over-allotments, if any. Each Unit consists of one share of Class A common stock of the Company, one Public Warrant and one right. Each Public Warrant entitles the holder to purchase one share of Class A common stock at an exercise price of $11.50 per whole share (see Note 7). Each right entitles the holder thereof to receive one-fifth (1/5) of one share of Class A common stock upon the consummation of an initial business combination (see Note 7). Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement with the Sponsor of 2,865,500 Private Placement Warrants, resulting in total proceeds of $2,865,500 (see Note 4). Upon the closing of the Initial Public Offering on August 22, 2023, an amount equal to $75,750,000 ($10.10 per Unit sold in the Initial Public Offering), including the proceeds from the sale of the Private Placement Warrants, was placed in the Trust Account . As of the consummation of the Initial Public Offering, the Company incurred offering costs of $4,206,901, of which $2,625,000 was for deferred underwriting commissions. Founder Shares In connection with the decrease in the size of the Proposed Public Offering, on August 17, 2023, the Sponsor forfeited an aggregate of 191,667 Founder Shares for no consideration, resulting in the Sponsor holding an aggregate of 2,875,000 Founder Shares, including an aggregate of up to 375,000 shares subject to forfeiture by the Sponsor to the extent that the underwriters’ over-allotment option is not exercised in full or in part. Promissory Note — Related Party During the period from July 1, 2023 through September 28, 2023, the Company drew $9,040 of the remaining $206,430 available under the promissory note with the Sponsor, the proceeds of which were used to pay for vendor invoices, bringing the total outstanding balance under the promissory note to $102,610. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 6 Months Ended |
Jun. 30, 2023 | |
Summary of Significant Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited interim financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information, as set forth by the Financial Accounting Standards Board (“FASB”), and pursuant to the rules and regulations of the SEC. The unaudited interim financial statements should be read in conjunction with the audited financial statements and notes thereto for the period from June 14, 2022 (inception) through December 31, 2022 included in a registration statement on Form S-1, as amended, declared effective by the SEC on August 14, 2023. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim period presented have been reflected herein. The results of operations for the interim period are not necessarily indicative of the results to be expected for the full year. Notes to the financial statements which would substantially duplicate disclosures contained herein have been omitted. |
Emerging Growth Company | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. |
Use of Estimates | Use of Estimates The preparation of the financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statement, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had cash of $1,016 and $11,470 as of June 30, 2023 and December 31, 2022, respectively, and no cash equivalents as of June 30, 2023 or December 31, 2022. |
Deferred Offering Costs | Deferred Offering Costs Deferred offering costs consist of legal, accounting and other expenses incurred through the balance sheet date that are directly related to the Proposed Public Offering. Upon completion of the Proposed Public Offering, offering costs associated with the common stock and the warrants will be charged to stockholder’s equity since both the public and private warrants are expected to qualify for equity classification. Should the Proposed Public Offering prove to be unsuccessful, these deferred costs, as well as additional expenses to be incurred, will be charged to operations. |
Common Stock Subject to Possible Redemption | Common Stock Subject to Possible Redemption The Company accounts for its common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480, “Distinguishing Liabilities from Equity.” Shares of common stock subject to mandatory redemption are classified as a liability instrument and are measured at fair value. Shares of conditionally redeemable common stock (including common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, common stock is classified as a component of stockholder’s equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, upon completion of the Proposed Public Offering, the shares of Class A common stock will be presented at redemption value as temporary equity, outside of the stockholder’s equity section of the Company’s balance sheets. The shares of Class B common stock are classified as a component of stockholder’s equity since they are not subject to possible redemption outside of the Company’s control. |
Income Taxes | Income Taxes The Company accounts for income taxes under ASC 740, “Income Taxes” (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of June 30, 2023 or December 31, 2022. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. The provision for income taxes was deemed to be de minimis for the three and six months ended June 30, 2023 and the period from June 14, 2022 (inception) through June 30, 2022. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. |
Net Loss Per Common Share | Net Loss Per Common Share Net loss per common share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period, excluding shares of common stock subject to forfeiture. Weighted average shares were reduced for the effect of an aggregate of 400,000 shares of Class B common stock that are subject to forfeiture if the over-allotment option is not exercised by the underwriters (see Notes 5 and 7). At June 30, 2023, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into shares of common stock and then share in the earnings of the Company. As a result, diluted loss per common share is the same as basic loss per common share for the period presented. |
Fair Value Measurements | Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. |
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”. Derivative instruments are initially recorded at fair value on the issuance date and re-valued at each reporting date, with changes in the fair value reported in the statement of operations. Derivative assets and liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying balance sheets, primarily due to their short-term nature. |
Warrants | Warrants The Company will account for its warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in FASB ASC 480, “Distinguishing Liabilities from Equity” (“ASC 480”) and ASC 815, “Derivatives and Hedging” (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own common shares and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time 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 of the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. The Company will account for its warrants as equity-classified. |
Recent Accounting Standards | Recent Accounting Standards In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40) Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. |
Description of Organization a_2
Description of Organization and Business Operations (Details) | 6 Months Ended |
Jun. 30, 2023 USD ($) $ / shares shares | |
Description of Organization and Business Operations (Details) [Line Items] | |
Shares issued per share | $ 10 |
Sale of warrants (in Shares) | shares | 3,265,000 |
Aggregate public shares percentage | 15% |
Public shares redemptions percentage | 100% |
Dissolution expenses (in Dollars) | $ | $ 100,000 |
Proposed Public Offering [Member] | |
Description of Organization and Business Operations (Details) [Line Items] | |
Stock issued during period, shares (in Shares) | shares | 8,000,000 |
Shares issued per share | $ 10 |
Number of units sold | 10.1 |
Price per share | $ 10 |
Over-Allotment Option [Member] | |
Description of Organization and Business Operations (Details) [Line Items] | |
Stock issued during period, shares (in Shares) | shares | 9,200,000 |
Sale of warrants (in Shares) | shares | 3,565,000 |
Private Placement Warrants [Member] | |
Description of Organization and Business Operations (Details) [Line Items] | |
Warrants issued per share | $ 1 |
Public Share [Member] | |
Description of Organization and Business Operations (Details) [Line Items] | |
Shares issued per share | $ 10.1 |
Business Combination [Member] | |
Description of Organization and Business Operations (Details) [Line Items] | |
Fair market value percentage | 80% |
Outstanding voting securities percentage | 50% |
Business combination per share | $ 10.1 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Details) - USD ($) | 6 Months Ended | |
Jun. 30, 2023 | Dec. 31, 2022 | |
Summary of Significant Accounting Policies [Abstract] | ||
Cash | $ 1,016 | $ 11,470 |
Federal depository insurance coverage amount | $ 250,000 | |
Aggregate shares (in Shares) | 400,000 |
Proposed Public Offering (Detai
Proposed Public Offering (Details) | 6 Months Ended |
Jun. 30, 2023 $ / shares shares | |
Proposed Public Offering (Details) [Line Items] | |
Sale of units | 8,000,000 |
Purchase price per share (in Dollars per share) | $ / shares | $ 10 |
Over-Allotment Option [Member] | |
Proposed Public Offering (Details) [Line Items] | |
Sale of units | 9,200,000 |
Class A Common Stock [Member] | |
Proposed Public Offering (Details) [Line Items] | |
Exercise price per share (in Dollars per share) | $ / shares | $ 11.5 |
Shares of common stock | 1 |
Private Placement (Details)
Private Placement (Details) | 6 Months Ended |
Jun. 30, 2023 USD ($) $ / shares shares | |
Private Placement (Details) [Line Items] | |
Number of warrants to purchase shares issued | 11,265,000 |
Private Placement [Member] | |
Private Placement (Details) [Line Items] | |
Number of warrants to purchase shares issued | 3,265,000 |
Aggregate purchase price (in Dollars) | $ | $ 3,265,000 |
Private Placement [Member] | Over-Allotment Option [Member] | |
Private Placement (Details) [Line Items] | |
Number of warrants to purchase shares issued | 3,565,000 |
Aggregate purchase price (in Dollars) | $ | $ 3,565,000 |
Class A Common Stock [Member] | |
Private Placement (Details) [Line Items] | |
Number of shares per warrant (in Dollars per share) | $ / shares | $ 11.5 |
Class A Common Stock [Member] | Private Placement [Member] | |
Private Placement (Details) [Line Items] | |
Number of shares per warrant (in Dollars per share) | $ / shares | $ 11.5 |
Private Placement Warrant [Member] | Private Placement [Member] | |
Private Placement (Details) [Line Items] | |
Number of shares issued per unit | 1 |
Sponsor [Member] | Private Placement Warrant [Member] | |
Private Placement (Details) [Line Items] | |
Number of shares per warrant (in Dollars per share) | $ / shares | $ 1 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | 6 Months Ended | 7 Months Ended | ||
Aug. 16, 2022 | Jun. 30, 2023 | Dec. 31, 2022 | Aug. 17, 2023 | |
Related Party Transaction [Line Items] | ||||
Price per share (in Dollars per share) | $ 10 | |||
Expenses related to the proposed public offering | $ 300,000 | |||
Advances related party | $ 29,001 | |||
Advances from related party | $ 29,001 | $ 29,001 | ||
Class B common stock [Member] | ||||
Related Party Transaction [Line Items] | ||||
Share issued (in Shares) | 3,066,667 | 3,066,667 | ||
Share outstanding (in Shares) | 3,066,667 | 3,066,667 | ||
Class A common stock [Member] | ||||
Related Party Transaction [Line Items] | ||||
Aggregate shares (in Shares) | 80,000 | |||
Share issued (in Shares) | ||||
Share outstanding (in Shares) | ||||
Price per warrant (in Dollars per share) | $ 11.5 | |||
Founder Shares [Member] | ||||
Related Party Transaction [Line Items] | ||||
Share dividend percentage | 42.22% | |||
Share issued (in Shares) | 3,066,667 | |||
Share outstanding (in Shares) | 3,066,667 | |||
Number of shares subject to forfeiture (in Shares) | 400,000 | 191,667 | ||
Issued and outstanding shares percentage | 25% | |||
Founder Shares [Member] | Class B common stock [Member] | ||||
Related Party Transaction [Line Items] | ||||
Aggregate shares (in Shares) | 2,156,250 | |||
Aggregate purchase price in cash | $ 25,000 | |||
Price per share (in Dollars per share) | $ 0.01 | |||
Founder Shares [Member] | Class A common stock [Member] | ||||
Related Party Transaction [Line Items] | ||||
Price per share (in Dollars per share) | $ 12 | |||
Business and Administrative Support Services [Member] | ||||
Related Party Transaction [Line Items] | ||||
Business and administrative support services | $ 10,000 | |||
Promissory Note — Related Party [Member] | ||||
Related Party Transaction [Line Items] | ||||
Price per warrant (in Dollars per share) | $ 1 | |||
Borrowings amount | 58,570 | |||
Remaining balance amount | 35,000 | |||
Outstanding balance | 93,570 | |||
Related party transaction drawings amount | $ 206,430 | |||
Working Capital Loan [Member] | ||||
Related Party Transaction [Line Items] | ||||
Price per warrant (in Dollars per share) | $ 1 | |||
Working capital loans | $ 1,500,000 | |||
Sponsor [Member] | ||||
Related Party Transaction [Line Items] | ||||
Remaining balance amount | $ 35,000 | $ 35,000 | ||
Investors amount | 400,000 | |||
Related parties investment amount | $ 365,000 |
Commitments and Contingencies (
Commitments and Contingencies (Details) | 6 Months Ended |
Jun. 30, 2023 USD ($) $ / shares shares | |
Commitment and Contingencies [Line Items] | |
Underwriting agreement, option period | 45 years |
Underwriting discount (in Dollars per share) | $ / shares | $ 0.15 |
Underwriting discount paid | $ | $ 1,200,000 |
Deferred underwriting discount (in Dollars per share) | $ / shares | $ 0.35 |
Deferred underwriting commissions | $ | $ 2,800,000 |
Over-Allotment Option [Member] | |
Commitment and Contingencies [Line Items] | |
Stock issued during period, new issues (in Shares) | shares | 9,200,000 |
Underwriting discount paid | $ | $ 1,380,000 |
Deferred underwriting commissions | $ | $ 3,220,000 |
Share options exercised during the period (in Shares) | shares | 92,000 |
Class A common stock [Member] | |
Commitment and Contingencies [Line Items] | |
Stock issued during period, new issues (in Shares) | shares | 80,000 |
Underwriting Agreement [Member] | Over-Allotment Option [Member] | |
Commitment and Contingencies [Line Items] | |
Stock issued during period, new issues (in Shares) | shares | 1,200,000 |
Stockholder_s Equity (Details)
Stockholder’s Equity (Details) - $ / shares | 6 Months Ended | |||
Jun. 30, 2023 | Aug. 17, 2023 | Dec. 31, 2022 | Aug. 16, 2022 | |
Stockholder’s Equity [Line Item] | ||||
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | ||
Preferred stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | ||
Preferred shares, shares issued | ||||
Preferred shares, shares outstanding | ||||
Forfeiture of shares | 400,000 | |||
Percentage of common stock issued and outstanding | 25% | |||
Percentage of common stock | 25% | |||
Warrants exercisable, description | Redemption of Public Warrants when the price per share of Class A common stock equals or exceeds $18.00: Once the warrants become exercisable, the Company may redeem the outstanding Public Warrants: ●in whole and not in part; ●at a price of $0.01 per warrant; ●upon a minimum of 30 days’ prior written notice of redemption, which we refer to as the 30-day redemption period; and ●if, and only if, the last sale price of our Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) on each of 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which we send the notice of redemption to the warrant holders if, and only if, there is a current registration statement in effect with respect to the shares of Class A common stock underlying such warrants. | |||
Business combination of common stock, 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 our initial business combination at an issue price or effective issue 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 our board of directors and, in the case of any such issuance to our sponsor or its affiliates, without taking into account any founder shares held by our sponsor or its affiliates, prior to such issuance) (the “Newly Issued Price”), (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 our initial business combination on the date of the consummation of our initial business combination (net of redemptions), and (z) the volume weighted average reported sale price of our common stock during the 10 trading days ending on the third trading day prior to the day on which we consummate our initial business combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described below under “Redemption of warrants” will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price. | |||
Issued warrants | 11,265,000 | |||
Public Warrants [Member] | ||||
Stockholder’s Equity [Line Item] | ||||
Issued warrants | 8,000,000 | |||
Warrant [Member] | ||||
Stockholder’s Equity [Line Item] | ||||
Public Warrants expire term | 5 years | |||
Warrant [Member] | Private Placement Warrants [Member] | ||||
Stockholder’s Equity [Line Item] | ||||
Issued warrants | 3,265,000 | |||
Class A Common Stock [Member] | ||||
Stockholder’s Equity [Line Item] | ||||
Common stock, shares authorized | 100,000,000 | 100,000,000 | ||
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | ||
Common stock, shares issued | ||||
Common stock, shares outstanding | ||||
Class A Common Stock [Member] | Common Stock | ||||
Stockholder’s Equity [Line Item] | ||||
Common stock, shares authorized | 100,000,000 | |||
Common stock, par value (in Dollars per share) | $ 0.0001 | |||
Common Stock, Voting Rights | one | |||
Common stock, shares issued | ||||
Common stock, shares outstanding | ||||
Class B Common Stock [Member] | ||||
Stockholder’s Equity [Line Item] | ||||
Common stock, shares authorized | 10,000,000 | 10,000,000 | ||
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | ||
Common stock, shares issued | 3,066,667 | 3,066,667 | ||
Common stock, shares outstanding | 3,066,667 | 3,066,667 | ||
Class B Common Stock [Member] | Common Stock | ||||
Stockholder’s Equity [Line Item] | ||||
Common stock, shares authorized | 10,000,000 | |||
Common stock, par value (in Dollars per share) | $ 0.0001 | |||
Common Stock, Voting Rights | one | |||
Common stock, shares issued | 3,066,667 | 3,066,667 | ||
Common stock, shares outstanding | 3,066,667 | 3,066,667 | ||
Founder Shares [Member] | ||||
Stockholder’s Equity [Line Item] | ||||
Common stock, shares issued | 3,066,667 | |||
Common stock, shares outstanding | 3,066,667 | |||
Shares subject to forfeiture | 191,667 | 400,000 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||
Aug. 22, 2023 | Aug. 17, 2023 | Sep. 28, 2023 | Jun. 30, 2023 | Aug. 16, 2022 | |
Subsequent Event [Line Items] | |||||
Purchase price per units (in Dollars per share) | $ 10 | ||||
Warrants issued | 11,265,000 | ||||
Deferred underwriting commissions (in Dollars) | $ 2,800,000 | ||||
IPO [Member] | |||||
Subsequent Event [Line Items] | |||||
Purchase price per units (in Dollars per share) | $ 10 | ||||
Sale of stock price (in Dollars per share) | $ 10.1 | ||||
Offering costs incurred (in Dollars) | $ 4,206,901 | ||||
Deferred underwriting commissions (in Dollars) | $ 2,625,000 | ||||
IPO [Member] | Warrant [Member] | |||||
Subsequent Event [Line Items] | |||||
Number of warrants in a unit | 1 | ||||
Exercise price of warrant (in Dollars per share) | $ 11.5 | ||||
Warrants issued | 2,865,500 | ||||
Over-Allotment Option [Member] | |||||
Subsequent Event [Line Items] | |||||
Deferred underwriting commissions (in Dollars) | $ 3,220,000 | ||||
Private Placement Warrant [Member] | Warrant [Member] | |||||
Subsequent Event [Line Items] | |||||
Proceeds from sale of warrants (in Dollars) | $ 2,865,500 | ||||
Class A Common Stock [Member] | |||||
Subsequent Event [Line Items] | |||||
Number of shares in a unit | 1 | ||||
Exercise price of warrant (in Dollars per share) | $ 11.5 | ||||
Class A Common Stock [Member] | Warrant [Member] | |||||
Subsequent Event [Line Items] | |||||
Number of shares issuable per warrant | 1 | ||||
Class A Common Stock [Member] | IPO [Member] | |||||
Subsequent Event [Line Items] | |||||
Number of shares in a unit | 1 | ||||
Forecast [Member] | IPO [Member] | |||||
Subsequent Event [Line Items] | |||||
Sale of units | 7,500,000 | 7,500,000 | |||
Purchase price per units (in Dollars per share) | $ 10 | $ 10 | |||
Gross proceeds (in Dollars) | $ 75,000,000 | ||||
Purchase of additional units | 1,125,000 | ||||
Equal amount (in Dollars) | $ 75,750,000 | ||||
Sale of stock price (in Dollars per share) | $ 10.1 | ||||
Forecast [Member] | Over-Allotment Option [Member] | |||||
Subsequent Event [Line Items] | |||||
Sale of units | 8,625,000 | ||||
Founder Shares [Member] | |||||
Subsequent Event [Line Items] | |||||
Shares subject to forfeiture | 191,667 | 400,000 | |||
Founder Shares [Member] | Sponsor [Member] | Forecast [Member] | |||||
Subsequent Event [Line Items] | |||||
Shares subject to forfeiture | 375,000 | ||||
Aggregate of founder shares | 2,875,000 | ||||
Founder Shares [Member] | Sponsor [Member] | Forecast [Member] | IPO [Member] | |||||
Subsequent Event [Line Items] | |||||
Shares subject to forfeiture | 191,667 | ||||
Promissory Note — Related Party [Member] | |||||
Subsequent Event [Line Items] | |||||
Exercise price of warrant (in Dollars per share) | $ 1 | ||||
Promissory Note — Related Party [Member] | Forecast [Member] | |||||
Subsequent Event [Line Items] | |||||
Drew amount (in Dollars) | $ 9,040 | ||||
Maximum borrowing capacity amount (in Dollars) | 206,430 | ||||
Promissory Note — Related Party [Member] | Related Party [Member] | Forecast [Member] | |||||
Subsequent Event [Line Items] | |||||
Outstanding amount under promissory note (in Dollars) | $ 102,610 |