Document And Entity Information
Document And Entity Information | 9 Months Ended |
Sep. 30, 2023 | |
Document Information Line Items | |
Entity Registrant Name | 99 ACQUISITION GROUP INC. |
Document Type | S-4 |
Amendment Flag | false |
Entity Central Index Key | 0001950429 |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | true |
Entity Ex Transition Period | false |
Entity Incorporation, State or Country Code | DE |
Balance Sheets (Unaudited)
Balance Sheets (Unaudited) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 | |
Current Assets | |||
Cash | $ 644,531 | $ 11,470 | |
Prepaid expenses | 252,847 | 80 | |
Total Current Assets | 897,378 | 11,550 | |
Trust account | 76,163,232 | ||
Deferred offering costs | 97,438 | ||
Total Assets | 77,060,610 | 108,988 | |
Current Liabilities | |||
Accounts payable and accrued expenses | 290,193 | ||
Accrued offering costs | 75,000 | 23,438 | |
Advances from related party | 29,001 | 29,001 | |
Due to Sponsor | 35,000 | ||
Franchise tax payable | 21,739 | ||
Total Current Liabilities | 531,769 | 87,439 | |
Deferred tax liability | 82,214 | ||
Deferred underwriting fee payable | 2,625,000 | ||
Total Liabilities | 3,238,983 | 87,439 | |
Commitments and Contingencies | |||
Stockholders’ (Deficit) Equity | |||
Preferred stock, value | |||
Additional paid in capital | 24,712 | ||
Accumulated deficit | (2,237,948) | (3,451) | |
Total Stockholders’ (Deficit) Equity | (2,237,652) | 21,549 | |
TOTAL LIABILITIES AND STOCKHOLDERS’ (DEFICIT) EQUITY | 77,060,610 | 108,988 | |
Class A Common Stock Subject to Possible Redemption | |||
Current Liabilities | |||
Class A common stock subject to possible redemption, $0.0001 par value; 100,000,000 shares authorized; 7,500,000 shares issued and outstanding (at redemption value of $10.14) at September 30, 2023; none at December 31, 2022 | 76,059,279 | ||
Class A Common Stock | |||
Stockholders’ (Deficit) Equity | |||
Common stock, Value | 8 | ||
Class B Common Stock | |||
Stockholders’ (Deficit) Equity | |||
Common stock, Value | [1],[2] | 288 | 288 |
Previously Reported | |||
Stockholders’ (Deficit) Equity | |||
Additional paid in capital | 24,693 | ||
Total Stockholders’ (Deficit) Equity | 21,549 | ||
Previously Reported | Class B Common Stock | |||
Stockholders’ (Deficit) Equity | |||
Common stock, Value | [3],[4] | 307 | |
Related Party | |||
Current Liabilities | |||
Advances from related party | 29,001 | 29,001 | |
Related party payable – administrative fee | 13,226 | ||
Promissory note – related party | $ 102,610 | ||
[1]Gives retroactive effect to the 42.22% share dividend declared on February 8, 2023 and the forfeiture of 191,667 shares on August 17, 2023 (see Notes 5 and 7).[2]Includes an aggregate of up to 375,000 -allotment |
Balance Sheets (Unaudited) (Par
Balance Sheets (Unaudited) (Parentheticals) - $ / shares | Sep. 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 Subject to Possible Redemption | ||||
Common stock subject to possible redemption, par value (in Dollars per share) | $ 0.0001 | |||
Common stock subject to possible redemption, shares authorized | 100,000,000 | |||
Common stock subject to possible redemption, shares issued | 7,500,000 | |||
Common stock subject to possible redemption, shares outstanding | 7,500,000 | |||
Common stock subject to possible redemption, at redemption value (in Dollars per share) | $ 10.14 | |||
Class A Common Stock | ||||
Common stock subject to possible redemption, shares issued | 7,500,000 | |||
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 | 75,000 | |||
Common stock, shares outstanding | 75,000 | |||
Class B Common Stock | ||||
Common stock, par value (in Dollars per share) | [1],[2] | $ 0.0001 | $ 0.0001 | [3],[4] |
Common stock, shares authorized | [1],[2] | 10,000,000 | 10,000,000 | [3],[4] |
Common stock, shares issued | [1],[2] | 2,875,000 | 2,875,000 | |
Common stock, shares outstanding | [1],[2] | 2,875,000 | 2,875,000 | |
Previously Reported | Class B Common Stock | ||||
Common stock, shares issued | [3],[4] | 3,066,667 | ||
Common stock, shares outstanding | [3],[4] | 3,066,667 | ||
[1]Gives retroactive effect to the 42.22% share dividend declared on February 8, 2023 and the forfeiture of 191,667 shares on August 17, 2023 (see Notes 5 and 7).[2]Includes an aggregate of up to 375,000 -allotment |
Statements of Operations (Unaud
Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 4 Months Ended | 7 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2022 | Dec. 31, 2022 | Sep. 30, 2023 | ||
Formation and operational costs | $ 101,035 | $ 387 | $ 3,392 | $ 3,451 | $ 101,313 | |
Related party administrative fees | 13,226 | 13,226 | ||||
Loss from operations | (114,261) | (387) | (3,392) | (114,539) | ||
Other income: | ||||||
Unrealized investment income on marketable securities held in Trust Account | 413,232 | 413,232 | ||||
Other income, net | 413,232 | 413,232 | ||||
Income (loss) before benefit from (provision for) income taxes | 298,971 | (387) | (3,392) | 298,693 | ||
Provision for income taxes | (82,214) | (82,214) | ||||
Net income (loss) | $ 216,757 | $ (387) | $ (3,392) | $ (3,451) | $ 216,479 | |
Weighted average shares outstanding, Basic (in Shares) | [1],[2] | 2,666,667 | ||||
Basic net loss per common share (in Dollars per share) | $ 0 | |||||
Common Shares Subject to Possible Redemption | ||||||
Other income: | ||||||
Weighted average shares outstanding, Basic (in Shares) | 3,260,870 | 1,098,901 | ||||
Redeemable Common Stock | ||||||
Other income: | ||||||
Basic net loss per common share (in Dollars per share) | $ 0.04 | $ 0.06 | ||||
Non-redeemable Common Stock | ||||||
Other income: | ||||||
Weighted average shares outstanding, Basic (in Shares) | [3],[4] | 2,532,609 | 1,250,000 | 1,055,046 | 2,510,989 | |
Basic net loss per common share (in Dollars per share) | $ 0.04 | $ 0.06 | ||||
[1]Excludes an aggregate of up to 400,000 -allotment -allotment |
Statements of Operations (Una_2
Statements of Operations (Unaudited) (Parentheticals) - $ / shares | 3 Months Ended | 4 Months Ended | 7 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2022 | Dec. 31, 2022 | Sep. 30, 2023 | ||
Weighted average shares outstanding, Diluted | [1],[2] | 2,666,667 | ||||
Diluted net loss per common share | $ 0 | |||||
Common Shares Subject to Possible Redemption | ||||||
Weighted average shares outstanding, Diluted | 3,260,870 | 1,098,901 | ||||
Redeemable Common Stock | ||||||
Diluted net loss per common share | $ 0.04 | $ 0.06 | ||||
Non-redeemable Common Stock | ||||||
Weighted average shares outstanding, Diluted | [3],[4] | 2,532,609 | 1,250,000 | 1,055,046 | 2,510,989 | |
Diluted net loss per common share | $ 0.04 | $ 0.06 | ||||
[1]Excludes an aggregate of up to 400,000 -allotment -allotment |
Statements of Changes in Stockh
Statements of Changes in Stockholder’s Equity (Unaudited) - USD ($) | Previously Reported Class B Common Stock | Previously Reported Additional Paid in Capital | Previously Reported Accumulated Deficit | Previously Reported | Class A Common Stock | Class B Common Stock | Additional Paid in Capital | Accumulated Deficit | Total | |||||
Balance at Jun. 13, 2022 | ||||||||||||||
Balance (in Shares) at Jun. 13, 2022 | ||||||||||||||
Net loss | (3,005) | (3,005) | ||||||||||||
Balance at Jun. 30, 2022 | (3,005) | (3,005) | ||||||||||||
Balance (in Shares) at Jun. 30, 2022 | ||||||||||||||
Balance at Jun. 13, 2022 | ||||||||||||||
Balance (in Shares) at Jun. 13, 2022 | ||||||||||||||
Accretion of additional paid in capital to accumulated deficit | ||||||||||||||
Net loss | (3,392) | |||||||||||||
Balance at Sep. 30, 2022 | $ 288 | [1],[2] | 24,712 | (3,392) | 21,608 | |||||||||
Balance (in Shares) at Sep. 30, 2022 | 2,875,000 | [1],[2] | ||||||||||||
Balance at Jun. 13, 2022 | ||||||||||||||
Balance (in Shares) at Jun. 13, 2022 | ||||||||||||||
Issuance of Class B common stock to Sponsor | $ 307 | [3],[4] | $ 24,693 | [3],[4] | $ 25,000 | [3],[4] | ||||||||
Issuance of Class B common stock to Sponsor (in Shares) | [3],[4] | 3,066,667 | ||||||||||||
Net loss | (3,451) | (3,451) | ||||||||||||
Balance at Dec. 31, 2022 | $ 307 | [4] | 24,693 | (3,451) | 21,549 | $ 288 | [1],[2] | 24,712 | (3,451) | 21,549 | ||||
Balance (in Shares) at Dec. 31, 2022 | 3,066,667 | [4] | 2,875,000 | [1],[2] | ||||||||||
Balance at Jun. 30, 2022 | (3,005) | (3,005) | ||||||||||||
Balance (in Shares) at Jun. 30, 2022 | ||||||||||||||
Issuance of Class B common stock to Sponsor | $ 288 | [1],[2] | 24,712 | 25,000 | ||||||||||
Issuance of Class B common stock to Sponsor (in Shares) | [1],[2] | 2,875,000 | ||||||||||||
Net loss | (387) | (387) | ||||||||||||
Balance at Sep. 30, 2022 | $ 288 | [1],[2] | 24,712 | (3,392) | 21,608 | |||||||||
Balance (in Shares) at Sep. 30, 2022 | 2,875,000 | [1],[2] | ||||||||||||
Balance at Dec. 31, 2022 | $ 307 | [4] | 24,693 | (3,451) | 21,549 | $ 288 | [1],[2] | 24,712 | (3,451) | 21,549 | ||||
Balance (in Shares) at Dec. 31, 2022 | 3,066,667 | [4] | 2,875,000 | [1],[2] | ||||||||||
Net loss | (248) | (248) | ||||||||||||
Balance at Mar. 31, 2023 | $ 288 | [1],[2] | 24,712 | (3,699) | 21,301 | |||||||||
Balance (in Shares) at Mar. 31, 2023 | 2,875,000 | [1],[2] | ||||||||||||
Balance at Dec. 31, 2022 | $ 307 | [4] | $ 24,693 | $ (3,451) | $ 21,549 | $ 288 | [1],[2] | 24,712 | (3,451) | 21,549 | ||||
Balance (in Shares) at Dec. 31, 2022 | 3,066,667 | [4] | 2,875,000 | [1],[2] | ||||||||||
Accretion of additional paid in capital to accumulated deficit | $ 2,141,697 | |||||||||||||
Issuance of Class B common stock to Sponsor (in Shares) | 75,000 | |||||||||||||
Net loss | $ 216,479 | |||||||||||||
Balance at Sep. 30, 2023 | $ 8 | $ 288 | [1],[2] | (2,237,948) | (2,237,652) | |||||||||
Balance (in Shares) at Sep. 30, 2023 | 75,000 | 2,875,000 | [1],[2] | |||||||||||
Balance at Mar. 31, 2023 | $ 288 | [1],[2] | 24,712 | (3,699) | 21,301 | |||||||||
Balance (in Shares) at Mar. 31, 2023 | 2,875,000 | [1],[2] | ||||||||||||
Net loss | (30) | (30) | ||||||||||||
Balance at Jun. 30, 2023 | $ 288 | [1],[2] | 24,712 | (3,729) | 21,271 | |||||||||
Balance (in Shares) at Jun. 30, 2023 | 2,875,000 | [1],[2] | ||||||||||||
Sale of IPO Units | $ 750 | 74,999,250 | 75,000,000 | |||||||||||
Sale of IPO Units (in Shares) | 7,500,000 | |||||||||||||
Sale of Private Placement Warrants | 2,865,500 | 2,865,500 | ||||||||||||
Offering and Underwriting Costs | (4,281,901) | (4,281,901) | ||||||||||||
Common shares subject to possible redemption | $ (750) | (75,749,250) | (75,750,000) | |||||||||||
Common shares subject to possible redemption (in Shares) | (7,500,000) | |||||||||||||
Issuance of representative shares | $ 8 | (8) | ||||||||||||
Issuance of representative shares (in Shares) | 75,000 | |||||||||||||
Accretion of additional paid in capital to accumulated deficit | 2,141,697 | (2,141,697) | ||||||||||||
Remeasurement of Class A common stock subject to possible redemption | (309,279) | (309,279) | ||||||||||||
Net loss | 216,757 | 216,757 | ||||||||||||
Balance at Sep. 30, 2023 | $ 8 | $ 288 | [1],[2] | $ (2,237,948) | $ (2,237,652) | |||||||||
Balance (in Shares) at Sep. 30, 2023 | 75,000 | 2,875,000 | [1],[2] | |||||||||||
[1]Gives retroactive effect to the 42.22% share dividend declared on February 8, 2023 and the forfeiture of 191,667 shares on August 17, 2023 (see Notes 5 and 7).[2]Includes an aggregate of up to 375,000 -allotment -allotment |
Statements of Cash Flows (Unaud
Statements of Cash Flows (Unaudited) - USD ($) | 4 Months Ended | 7 Months Ended | 9 Months Ended |
Sep. 30, 2022 | Dec. 31, 2022 | Sep. 30, 2023 | |
Statement of Cash Flows [Abstract] | |||
Net income (loss) | $ (3,392) | $ (3,451) | $ 216,479 |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | |||
Unrealized gain on marketable securities held in Trust Account | (413,232) | ||
Deferred tax provision | 82,214 | ||
Changes in operating assets and liabilities: | |||
Prepaid expenses | (159) | (80) | (252,767) |
Accrued expenses | 290,193 | ||
Franchise tax payable | 21,739 | ||
Related party payable – administrative fee | 13,226 | ||
Net cash used in operating activities | (3,551) | (3,531) | (42,148) |
Cash Flows from Investing Activities: | |||
Investment of cash into Trust Account | (75,750,000) | ||
Net cash used in investing activities | (75,750,000) | ||
Cash Flows from Financing Activities: | |||
Proceeds from issuance of Class B common stock to Sponsor | 25,000 | 25,000 | |
Proceeds from sale of Units, net of underwriting discounts paid | 74,149,500 | ||
Proceeds from sale of Private Placements Warrants | 2,865,500 | ||
Advances from related party | 3,456 | 4,001 | |
Due to Sponsor | 90,000 | 35,000 | (35,000) |
Proceeds from promissory note – related party | 102,610 | ||
Payment of offering costs | (25,000) | (49,000) | (657,401) |
Net cash provided by financing activities | 93,456 | 15,001 | 76,425,209 |
Net Changes in Cash | 89,905 | 11,470 | 633,061 |
Cash – Beginning of period | 11,470 | ||
Cash – End of period | 89,905 | 11,470 | 644,531 |
Non-cash investing and financing activities: | |||
Deferred offering costs included in accrued offering costs | 23,438 | 75,000 | |
Offering costs paid from due from related party | 25,000 | $ 25,000 | |
Issuance of representative shares | 8 | ||
Initial classification of Class A common stock subject to possible redemption | 75,750,000 | ||
Accretion of additional paid in capital to accumulated deficit | 2,141,697 | ||
Change in value of Class A common stock subject to possible redemption | 309,279 | ||
Deferred underwriting fee payable | 2,625,000 | ||
Conversion of due to Sponsor to promissory note – related party | $ 35,000 |
Description of Organization and
Description of Organization and Business Operations | 7 Months Ended | 9 Months Ended |
Dec. 31, 2022 | Sep. 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 December -operating 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 -allotment 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 -based -7 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 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 -initial The Company will have 9 -share 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 Going Concern Consideration As of December Risks and Uncertainties Management continues to evaluate the impact of the COVID -19 | 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 September 30, 2023, the Company had not commenced any operations. All activity for the period from June 14, 2022 (inception) through September 30, 2023 relates to the Company’s formation and the Initial Public Offering (as defined 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 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 (the “Units” and, with respect to the Class A common stock included in the Units being offered, the “Public Shares”) at $10.00 per Unit, generating gross proceeds of $75,000,000 (the “Initial Public Offering”), which is discussed in Note 3, and incurring offering costs of $4,281,901, of which $2,625,000 was for deferred underwriting commissions (see Note 5). The underwriters had a 45 -day -allotments Additionally, the Company completed the sale of 2,865,500 warrants (the “Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant, generating gross proceeds of $2,865,500, in a private placement (the “Private Placement”) to 99 Acquisition Sponsor LLC (the “Sponsor”) that closed simultaneously with the Initial Public Offering (see Note 4). The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, although substantially all of the net 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 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 a trust account with Continental Stock Transfer & Trust Company, a U.S. -based -7 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 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 Initial 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 Initial Public Offering or up to 15 months from the closing of the offering if the Company extends 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 The Company has 9 months (or 15 months, as applicable) from the closing of the Initial 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 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 Initial 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 Initial 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 Initial 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 Going Concern Consideration The Company has incurred and expects to continue to incur significant professional costs to remain as a publicly traded company and to incur significant transaction costs in pursuit of the consummation of a Business Combination. In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standard Board’s Accounting Standards Update (“ASU”) 2014 -15 Company is unable to complete a Business Combination within the Combination Period, the Company’s board of directors would proceed to commence a voluntary liquidation and thereby a formal dissolution of the Company. There is no assurance that the Company’s plans to consummate a Business Combination will be successful within the Combination Period. As a result, management has determined that such additional condition also raise substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Risks and Uncertainties Management continues to evaluate the impact of the COVID -19 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 7 Months Ended | 9 Months Ended |
Dec. 31, 2022 | Sep. 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 financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. 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 Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non -emerging Use of Estimates The preparation of 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 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 sheet. 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 The provision for income taxes was deemed to be de minimis for the period from June 14, 2022 (inception) through December 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 -allotment 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 • • • 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 -current -cash 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 sheet, primarily due to their short -term Warrants The Company will account for its warrants as either equity -classified -classified -in -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 ) -06 -06 -standing -06 -converted -06 -06 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. | 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 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 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 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 statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short -term Marketable Securities Held in Trust Account As of September 30, 2023, substantially all of the assets held in the Trust Account were held in cash and money market funds. Total account value as of September 30, 2023 and December 31, 2022 was $76,163,232 and $0, respectively. Offering Costs Associated with the Initial Public Offering Offering costs consist of legal, accounting and other costs incurred through the date of the Initial Public Offering that are directly related to the Initial Public Offering. Upon completion of the Initial Public Offering, these offering costs, together with the underwriter discount of $850,500, associated with the common stock and the warrants have been charged to stockholders’ equity since both the public and private warrants qualify for equity classification. 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, on September 30, 2023, 7,500,000 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 The provision for income taxes was $82,214 for the three and nine months ended September 30, 2023 and was deemed to be de minimis the three months ended September 30, 2022 and the period from June 14, 2022 (inception) through September 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 Income (Loss) Per Common Share Net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period, excluding shares of common stock subject to forfeiture. Accretion associated with the redeemable shares of Class A common stock is excluded from income (loss) per share as the redemption value approximates fair value. Weighted average shares were reduced for the effect of an aggregate of 375,000 shares of Class B common stock that are subject to forfeiture if the over -allotment The following table reflects the calculation of basic and diluted net income (loss) per common share: Three Months Ended Nine Months Ended Period from June 14, 2022 (inception) through September 30, 2023 2022 2023 2022 Class A common stock subject to possible redemption Numerator: Net income attributable to Class A common stock subject to possible redemption $ 122,002 $ — $ 65,899 $ — Denominator: Weighted average Class A common stock subject to possible redemption Basic and diluted weighted average shares outstanding, common stock subject to possible redemption 3,260,870 — 1,098,901 — Basic and diluted net income (loss) per share, redeemable common stock $ 0.04 $ — $ 0.06 $ — Non-redeemable common stock Numerator: Net income (loss) $ 216,757 $ (387 ) $ 216,479 $ (3,392 ) Less: Net income (loss) attributable to Class A common stock subject to possible redemption $ 122,002 $ — $ 65,899 $ — Net income (loss) attributable to non-redeemable common stock $ 94,755 $ (387 ) $ 150,580 $ (3,392 ) Denominator: Weighted average non-redeemable common stock Basic and diluted weighted average shares outstanding, non-redeemable common stock 2,532,609 1,250,000 2,510,989 1,055,046 Basic and diluted net income (loss) per share, non-redeemable common stock $ 0.04 $ ( 0.00 ) $ 0.06 $ ( 0.00 ) 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 • • • 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 -current -cash 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 $0 Warrants The Company is required to account for its warrants as either equity -classified -classified -in -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 ) -06 -06 -standing -06 -converted -06 -06 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. |
Initial Public Offering
Initial Public Offering | 7 Months Ended | 9 Months Ended |
Dec. 31, 2022 | Sep. 30, 2023 | |
Initial Public Offering [Abstract] | ||
INITIAL 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 | NOTE 3 — INITIAL PUBLIC OFFERING 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 underwriters have a 45 -day -allotments Each Unit consists of one share of Class A common stock of the Company, one redeemable warrant (“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 As of September 30, 2023, the Company incurred offering costs of $4,281,901, of which $2,625,000 was for deferred underwriting commissions. |
Private Placement
Private Placement | 7 Months Ended | 9 Months Ended |
Dec. 31, 2022 | Sep. 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 -allotment | NOTE 4 — PRIVATE PLACEMENT The Sponsor purchased an aggregate of 2,865,500 warrants at a price of $1.00 per Private Placement Warrant, for an aggregate purchase price of $2,865,500, in the Private Placement that occurred simultaneously with the closing of the Initial Public Offering. The Sponsor is committed to purchase up to an additional 240,075 warrants to the extent the underwriters’ over -allotment |
Related Party Transactions
Related Party Transactions | 7 Months Ended | 9 Months Ended |
Dec. 31, 2022 | Sep. 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 -allotment -converted 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 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 -month -month 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 December 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 -interest Due to Sponsor During the period from June 14, 2022 (inception) through December -interest | 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 -allotment -converted -allotment 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 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 entered into an agreement upon the completion of the Initial 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. As of September 30, 2023, the Company has incurred $13,226 in related party fees for the services provided by the Sponsor under this agreement. 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 Initial Public Offering pursuant to a promissory note (the “Note”). The Note is non -interest -month -month During the nine months ended September 30, 2023, the Company borrowed $67,610 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 September 30, 2023, the Company had an outstanding balance of $102,610 under the Note, with $197,390 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 September 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 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 |
Commitments and Contingencies
Commitments and Contingencies | 7 Months Ended | 9 Months Ended |
Dec. 31, 2022 | Sep. 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 -up Underwriting Agreement The Company will grant the underwriters a 45 -day -allotments 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 -allotment In addition to the underwriting discount, the Company has agreed to pay or reimburse the underwriters for certain of their out -of-pocket Representative Shares The Company agreed to issue to the underwriters and/or their designees, 80,000 -allotment 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 this prospectus). The representative shares have resale registration rights including one demand and unlimited “piggy -back The shares have been deemed compensation by FINRA and are therefore subject to a lock -up | 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) are 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 -up Underwriting Agreement The Company granted the underwriters a 45 -day -allotments The underwriters are entitled to a cash underwriting discount of $0.1134 per Unit, or $850,500 in the aggregate (or up to $978,075 to the extent the underwriters’ over -allotment -allotment In addition to the underwriting discount, the Company reimbursed the underwriters $69,050 for certain of their out -of-pocket Representative Shares The Company issued to the underwriters 75,000 -allotment -back The shares have been deemed compensation by FINRA and are therefore subject to a lock -up |
Stockholder_s Equity
Stockholder’s Equity | 7 Months Ended | 9 Months Ended |
Dec. 31, 2022 | Sep. 30, 2023 | |
Stockholder’s Equity [Abstract] | ||
STOCKHOLDER’S EQUITY | NOTE 7 — STOCKHOLDER’S EQUITY Preferred Shares Class A Common Stock no Class B Common Stock -allotment 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 -linked -linked -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: • • • -day • -trading If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of shares of Class A common stock issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a 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 In addition, if (x) the Company issues additional shares of Class A common stock or equity -linked 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 -40 Rights -fifth -business -fifth 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. | NOTE 7 — STOCKHOLDER’S EQUITY Preferred Shares Class A Common Stock no Class B Common Stock -allotment or in part. All share amounts presented have been retroactively restated to reflect the share dividend and forfeiture. On October 1, 2023, in connection with the underwriters not exercising their over -allotment 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 -linked -linked -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: • • • -day • -trading If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of shares of Class A common stock issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a 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 In addition, if (x) the Company issues additional shares of Class A common stock or equity -linked The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial 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 accounts for the 10,365,500 warrants issued in connection with the Initial Public Offering (including 7,500,000 Public Warrants and 2,865,500 Private Placement Warrants, assuming the underwriters’ over -allotment -40 Rights -fifth -business -fifth 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 | 7 Months Ended | 9 Months Ended |
Dec. 31, 2022 | Sep. 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 July 17, 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. Founder Shares In connection with the increase in the size of the Proposed Public Offering, on February -allotment Promissory Note — Related Party During the period from January | NOTE 8 — SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date through November 14, 2023, the date that the financial statements were available to be issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements other than those described below. Underwriters’ Over-allotment Option The underwriters had a 45 -day -allotments -allotment -allotment Founder Shares In connection with the underwriters not exercising their over -allotment |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 7 Months Ended | 9 Months Ended |
Dec. 31, 2022 | Sep. 30, 2023 | |
Summary of Significant Accounting Policies [Abstract] | ||
Basis of Presentation | Basis of Presentation The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. | 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 |
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 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 | 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 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 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. | 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 statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short -term | Cash and Cash Equivalents The Company considers all short -term |
Marketable Securities Held in Trust Account | Marketable Securities Held in Trust Account As of September 30, 2023, substantially all of the assets held in the Trust Account were held in cash and money market funds. Total account value as of September 30, 2023 and December 31, 2022 was $76,163,232 and $0, respectively. | |
Offering Costs Associated with the Initial Public Offering | 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. | Offering Costs Associated with the Initial Public Offering Offering costs consist of legal, accounting and other costs incurred through the date of the Initial Public Offering that are directly related to the Initial Public Offering. Upon completion of the Initial Public Offering, these offering costs, together with the underwriter discount of $850,500, associated with the common stock and the warrants have been charged to stockholders’ equity since both the public and private warrants qualify for equity classification. |
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 sheet. 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. | 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, on September 30, 2023, 7,500,000 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 The provision for income taxes was deemed to be de minimis for the period from June 14, 2022 (inception) through December | 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 The provision for income taxes was $82,214 for the three and nine months ended September 30, 2023 and was deemed to be de minimis the three months ended September 30, 2022 and the period from June 14, 2022 (inception) through September 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. | 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 Income (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 -allotment | Net Income (Loss) Per Common Share Net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period, excluding shares of common stock subject to forfeiture. Accretion associated with the redeemable shares of Class A common stock is excluded from income (loss) per share as the redemption value approximates fair value. Weighted average shares were reduced for the effect of an aggregate of 375,000 shares of Class B common stock that are subject to forfeiture if the over -allotment The following table reflects the calculation of basic and diluted net income (loss) per common share: Three Months Ended Nine Months Ended Period from June 14, 2022 (inception) through September 30, 2023 2022 2023 2022 Class A common stock subject to possible redemption Numerator: Net income attributable to Class A common stock subject to possible redemption $ 122,002 $ — $ 65,899 $ — Denominator: Weighted average Class A common stock subject to possible redemption Basic and diluted weighted average shares outstanding, common stock subject to possible redemption 3,260,870 — 1,098,901 — Basic and diluted net income (loss) per share, redeemable common stock $ 0.04 $ — $ 0.06 $ — Non-redeemable common stock Numerator: Net income (loss) $ 216,757 $ (387 ) $ 216,479 $ (3,392 ) Less: Net income (loss) attributable to Class A common stock subject to possible redemption $ 122,002 $ — $ 65,899 $ — Net income (loss) attributable to non-redeemable common stock $ 94,755 $ (387 ) $ 150,580 $ (3,392 ) Denominator: Weighted average non-redeemable common stock Basic and diluted weighted average shares outstanding, non-redeemable common stock 2,532,609 1,250,000 2,510,989 1,055,046 Basic and diluted net income (loss) per share, non-redeemable common stock $ 0.04 $ ( 0.00 ) $ 0.06 $ ( 0.00 ) |
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 • • • 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. | 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 • • • 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 -current -cash | 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 -current -cash |
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 sheet, primarily due to their short -term | 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 $0 |
Warrants | Warrants The Company will account for its warrants as either equity -classified -classified -in -classified | Warrants The Company is required to account for its warrants as either equity -classified -classified -in -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 ) -06 -06 -standing -06 -converted -06 -06 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. | 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 ) -06 -06 -standing -06 -converted -06 -06 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. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Summary of Significant Accounting Policies [Abstract] | |
Schedule of Calculation of Basic and Diluted Net Income (Loss) per Common Share | The following table reflects the calculation of basic and diluted net income (loss) per common share: Three Months Ended Nine Months Ended Period from June 14, 2022 (inception) through September 30, 2023 2022 2023 2022 Class A common stock subject to possible redemption Numerator: Net income attributable to Class A common stock subject to possible redemption $ 122,002 $ — $ 65,899 $ — Denominator: Weighted average Class A common stock subject to possible redemption Basic and diluted weighted average shares outstanding, common stock subject to possible redemption 3,260,870 — 1,098,901 — Basic and diluted net income (loss) per share, redeemable common stock $ 0.04 $ — $ 0.06 $ — Non-redeemable common stock Numerator: Net income (loss) $ 216,757 $ (387 ) $ 216,479 $ (3,392 ) Less: Net income (loss) attributable to Class A common stock subject to possible redemption $ 122,002 $ — $ 65,899 $ — Net income (loss) attributable to non-redeemable common stock $ 94,755 $ (387 ) $ 150,580 $ (3,392 ) Denominator: Weighted average non-redeemable common stock Basic and diluted weighted average shares outstanding, non-redeemable common stock 2,532,609 1,250,000 2,510,989 1,055,046 Basic and diluted net income (loss) per share, non-redeemable common stock $ 0.04 $ ( 0.00 ) $ 0.06 $ ( 0.00 ) |
Description of Organization a_2
Description of Organization and Business Operations (Details) - USD ($) | 4 Months Ended | 7 Months Ended | 9 Months Ended | |||
Aug. 22, 2023 | Dec. 31, 2022 | Sep. 30, 2022 | Dec. 31, 2022 | Sep. 30, 2023 | Jun. 14, 2022 | |
Description of Organization and Business Operations [Line Items] | ||||||
Stock issued during period, shares | 80,000 | 75,000 | ||||
Shares issued per share | $ 1 | |||||
Incurred offering costs | $ 4,281,901 | $ 29,001 | $ 29,001 | $ 4,281,901 | $ 29,001 | |
Underwriting commissions | $ 2,625,000 | |||||
Purchase additional share | 1,125,000 | |||||
Gross proceeds private placement | $ 2,865,500 | |||||
Equal amount | $ 75,750,000 | |||||
Aggregate public shares percentage | 15% | 15% | ||||
Public shares redemptions percentage | 100% | 100% | ||||
Dissolution expenses | $ 100,000 | $ 100,000 | ||||
Warrants | 3,565,000 | |||||
Working capital deficit | $ 75,889 | 75,889 | ||||
Over-Allotment Option [Member] | ||||||
Description of Organization and Business Operations [Line Items] | ||||||
Underwriting commissions | $ 2,625,000 | |||||
Warrants | $ 3,565,000 | |||||
Proposed Public Offering [Member] | ||||||
Description of Organization and Business Operations [Line Items] | ||||||
Shares issued per share | $ 10 | $ 10 | $ 10 | |||
Number of units sold | 10.1 | |||||
Price per share | 10 | 10 | 10 | |||
Public Share [Member] | ||||||
Description of Organization and Business Operations [Line Items] | ||||||
Shares issued per share | 10.1 | 10.1 | $ 10.1 | |||
Private Placement Warrants [Member] | ||||||
Description of Organization and Business Operations [Line Items] | ||||||
Number of units sold | $ 1 | 1 | ||||
Class A Common Stock [Member] | ||||||
Description of Organization and Business Operations [Line Items] | ||||||
Stock issued during period, shares | 7,500,000 | 8,000,000 | ||||
Shares issued per share | $ 10 | $ 10 | $ 10 | |||
Gross proceeds | $ 75,000,000 | $ 9,200,000 | ||||
Private Placement Warrants [Member] | ||||||
Description of Organization and Business Operations [Line Items] | ||||||
Sale of warrants | 10.1 | 10.1 | 2,865,500 | |||
Warrants [Member] | ||||||
Description of Organization and Business Operations [Line Items] | ||||||
Incurred offering costs | $ 3,265,000 | $ 3,265,000 | ||||
Business Combination [Member] | ||||||
Description of Organization and Business Operations [Line Items] | ||||||
Fair market value percentage | 80% | 80% | 80% | |||
Outstanding voting securities percentage | 50% | 50% | 50% | |||
Business combination per share | $ 10.1 | $ 10.1 | $ 10.1 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) - USD ($) | 3 Months Ended | 4 Months Ended | 7 Months Ended | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2022 | Dec. 31, 2022 | Sep. 30, 2023 | |
Summary of Significant Accounting Policies [Line Items] | |||||
Cash | $ 644,531 | $ 11,470 | $ 644,531 | ||
Assets held in trust account | 76,163,232 | 0 | 76,163,232 | ||
Provision for income taxes | 82,214 | 82,214 | |||
Federal depository insurance coverage amount | $ 250,000 | $ 250,000 | |||
Aggregate shares (in Shares) | 400,000 | 375,000 | |||
Trust account | $ 76,163,232 | $ 76,163,232 | |||
Initial Public Offering [Member] | |||||
Summary of Significant Accounting Policies [Line Items] | |||||
Offering costs and underwriters discount | $ 850,500 | ||||
Class A Common Stock [Member] | |||||
Summary of Significant Accounting Policies [Line Items] | |||||
Shares of Class A common stock at redemption value (in Shares) | 7,500,000 | 7,500,000 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - Schedule of Calculation of Basic and Diluted Net Income (Loss) per Common Share - USD ($) | 3 Months Ended | 4 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2022 | Sep. 30, 2023 | ||
Class A Common Stock [Member] | |||||
Numerator: | |||||
Net income attributable to Class A common stock subject to possible redemption | $ 122,002 | $ 65,899 | |||
Numerator: | |||||
Less: Net income (loss) attributable to Class A common stock subject to possible redemption | $ 122,002 | $ 65,899 | |||
Common StockSubject to Possible Redemption [Member] | |||||
Denominator: Weighted average Class A common stock subject to possible redemption | |||||
Basic weighted average shares outstanding (in Shares) | 3,260,870 | 1,098,901 | |||
Redeemable Common Stock [Member] | |||||
Denominator: Weighted average Class A common stock subject to possible redemption | |||||
Basic net income (loss) per share (in Dollars per share) | $ 0.04 | $ 0.06 | |||
Non-redeemable Common Stock [Member] | |||||
Denominator: Weighted average Class A common stock subject to possible redemption | |||||
Basic weighted average shares outstanding (in Shares) | [1],[2] | 2,532,609 | 1,250,000 | 1,055,046 | 2,510,989 |
Basic net income (loss) per share (in Dollars per share) | $ 0.04 | $ 0.06 | |||
Numerator: | |||||
Net income (loss) | $ 216,757 | $ (387) | $ (3,392) | $ 216,479 | |
Net income (loss) attributable to non-redeemable common stock | $ 94,755 | $ (387) | $ (3,392) | $ 150,580 | |
[1]Excludes an aggregate of up to 375,000 -allotment |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Details) - Schedule of Calculation of Basic and Diluted Net Income (Loss) per Common Share (Parentheticals) - $ / shares | 3 Months Ended | 4 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2022 | Sep. 30, 2023 | ||
Common StockSubject to Possible Redemption [Member] | |||||
Summary of Significant Accounting Policies (Details) - Schedule of Calculation of Basic and Diluted Net Income (Loss) per Common Share (Parentheticals) [Line Items] | |||||
Diluted weighted average shares outstanding | 3,260,870 | 1,098,901 | |||
Redeemable Common Stock [Member] | |||||
Summary of Significant Accounting Policies (Details) - Schedule of Calculation of Basic and Diluted Net Income (Loss) per Common Share (Parentheticals) [Line Items] | |||||
Diluted net income (loss) per share | $ 0.04 | $ 0.06 | |||
Non-redeemable Common Stock [Member] | |||||
Summary of Significant Accounting Policies (Details) - Schedule of Calculation of Basic and Diluted Net Income (Loss) per Common Share (Parentheticals) [Line Items] | |||||
Diluted weighted average shares outstanding | [1],[2] | 2,532,609 | 1,250,000 | 1,055,046 | 2,510,989 |
Diluted net income (loss) per share | $ 0.04 | $ 0.06 | |||
[1]Excludes an aggregate of up to 375,000 -allotment |
Initial Public Offering (Detail
Initial Public Offering (Details) - USD ($) | 7 Months Ended | 9 Months Ended | |||
Oct. 01, 2023 | Dec. 31, 2022 | Sep. 30, 2023 | Aug. 22, 2023 | Jun. 14, 2022 | |
Initial Public Offering [Line Items] | |||||
Purchase shares issued | 7,500,000 | ||||
Purchase price per share (in Dollars per share) | $ 1 | ||||
Generating gross proceeds (in Dollars) | $ 75,000,000 | ||||
Number of shares issued per unit | 1 | ||||
Incurred offering costs (in Dollars) | $ 29,001 | 4,281,901 | $ 4,281,901 | $ 29,001 | |
Deferred underwriting commissions (in Dollars) | $ 2,800,000 | $ 2,625,000 | |||
Initial Public Offering [Member] | |||||
Initial Public Offering [Line Items] | |||||
Purchase shares issued | 8,000,000 | ||||
Purchase price per share (in Dollars per share) | $ 10 | $ 10 | |||
Underwriter overallotment option exercised | 9,200,000 | ||||
Over-Allotment Option [Member] | |||||
Initial Public Offering [Line Items] | |||||
Purchase shares issued | 1,125,000 | ||||
Deferred underwriting commissions (in Dollars) | $ 3,220,000 | $ 3,018,750 | |||
Class A Common Stock [Member] | |||||
Initial Public Offering [Line Items] | |||||
Purchase price per share (in Dollars per share) | $ 10 | $ 10 | |||
Exercise price per share (in Dollars per share) | $ 11.5 | $ 11.5 | |||
Number of shares issued per unit | 1 | 1 |
Private Placement (Details)
Private Placement (Details) - USD ($) | 7 Months Ended | 9 Months Ended |
Dec. 31, 2022 | Sep. 30, 2023 | |
Private Placement [Line Items] | ||
Aggregate share purchase price | 11,265,000 | 10,365,500 |
Purchase price (in Dollars) | $ 2,865,500 | |
Exercisable purchase shares | 1 | |
Aggregate purchase price (in Dollars) | $ 3,565,000 | |
Over-Allotment Option [Member] | ||
Private Placement [Line Items] | ||
Aggregate share purchase price | 3,265,000 | |
Purchase price (in Dollars) | $ 3,265,000 | |
Additional shares | 240,075 | |
Aggregate purchase price (in Dollars) | $ 3,565,000 | |
Class A Common Stock [Member] | ||
Private Placement [Line Items] | ||
Number of shares per warrant (in Dollars per share) | $ 11.5 | $ 11.5 |
Exercisable purchase shares | 1 | 1 |
Private Placement Warrant [Member] | ||
Private Placement [Line Items] | ||
Aggregate share purchase price | 2,865,500 | |
Number of shares per warrant (in Dollars per share) | $ 11.5 | $ 11.5 |
over-allotment option is exercised | 3,565,000 | |
Private Placement Warrant [Member] | Class A Common Stock [Member] | ||
Private Placement [Line Items] | ||
Exercisable purchase shares | 1 | 1 |
Sponsor [Member] | Private Placement Warrant [Member] | ||
Private Placement [Line Items] | ||
Number of shares per warrant (in Dollars per share) | $ 1 | $ 1 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 4 Months Ended | 7 Months Ended | 9 Months Ended | ||||||||
Aug. 22, 2023 | Aug. 17, 2023 | Dec. 31, 2022 | Aug. 16, 2022 | Dec. 31, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2022 | Dec. 31, 2022 | Sep. 30, 2023 | Feb. 08, 2023 | Jun. 14, 2022 | ||
Related Party Transaction [Line Items] | |||||||||||||
Aggregate shares (in Shares) | 80,000 | 75,000 | |||||||||||
Aggregate purchase price in cash | $ 25,000 | ||||||||||||
Price per share (in Dollars per share) | $ 1 | $ 1 | |||||||||||
Aggregate shares (in Shares) | 191,667 | ||||||||||||
Aggregate of founder shares (in Shares) | 2,875,000 | ||||||||||||
Aggregate of founder shares subject to forfeiture (in Shares) | 375,000 | ||||||||||||
Related party fees | $ 13,226 | $ 13,226 | |||||||||||
Expenses related to the proposed public offering | $ 300,000 | ||||||||||||
Deferred offering cost | $ 4,281,901 | $ 29,001 | $ 29,001 | 4,281,901 | $ 29,001 | 4,281,901 | $ 29,001 | ||||||
Advances from related party | $ 29,001 | $ 29,001 | $ 29,001 | 29,001 | 29,001 | ||||||||
Investors amount | $ 3,456 | $ 4,001 | |||||||||||
Class B common stock [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Share issued (in Shares) | [1],[2] | 2,875,000 | 2,875,000 | 2,875,000 | 2,875,000 | 2,875,000 | |||||||
Share outstanding (in Shares) | [1],[2] | 2,875,000 | 2,875,000 | 2,875,000 | 2,875,000 | 2,875,000 | |||||||
Class A common stock [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Aggregate shares (in Shares) | 7,500,000 | 8,000,000 | |||||||||||
Price per share (in Dollars per share) | $ 10 | $ 10 | $ 10 | $ 10 | |||||||||
Price per warrant (in Dollars per share) | $ 11.5 | $ 11.5 | $ 11.5 | $ 11.5 | $ 11.5 | ||||||||
Share issued (in Shares) | 75,000 | 75,000 | |||||||||||
Share outstanding (in Shares) | 75,000 | 75,000 | |||||||||||
Founder Shares [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Share dividend percentage | 42.22% | ||||||||||||
Shares issued (in Shares) | 3,066,667 | ||||||||||||
Shares outstanding (in Shares) | 3,066,667 | ||||||||||||
Issued and outstanding shares percentage | 25% | 25% | |||||||||||
Number of shares subject to forfeiture (in Shares) | 375,000 | ||||||||||||
Share issued (in Shares) | 3,066,667 | ||||||||||||
Share outstanding (in Shares) | 400,000 | ||||||||||||
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 | $ 12 | $ 12 | $ 12 | $ 12 | ||||||||
Business and Administrative Support Services [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Business and administrative support services | $ 10,000 | $ 10,000 | |||||||||||
Related party fees | 13,226 | ||||||||||||
Promissory Note — Related Party [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Price per warrant (in Dollars per share) | 1 | $ 1 | 1 | $ 1 | |||||||||
Borrowings amount | 67,610 | ||||||||||||
Remaining balance amount | 35,000 | ||||||||||||
Outstanding balance | $ 102,610 | 102,610 | |||||||||||
Related party transaction drawings amount | $ 197,390 | ||||||||||||
Working Capital Loan [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Price per warrant (in Dollars per share) | $ 1 | $ 1 | $ 1 | $ 1 | $ 1 | ||||||||
Working capital loans | $ 1,500,000 | $ 1,500,000 | $ 1,500,000 | $ 1,500,000 | $ 1,500,000 | ||||||||
Sponsor [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Remaining balance amount | $ 35,000 | $ 35,000 | $ 35,000 | ||||||||||
Investors amount | 400,000 | ||||||||||||
Related parties investment amount | $ 365,000 | ||||||||||||
[1]Gives retroactive effect to the 42.22% share dividend declared on February 8, 2023 and the forfeiture of 191,667 shares on August 17, 2023 (see Notes 5 and 7).[2]Includes an aggregate of up to 375,000 -allotment |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) | 7 Months Ended | 9 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2022 | Sep. 30, 2023 | |
Commitment and Contingencies [Line Items] | |||
Stock issued during period, new issues (in Shares) | 80,000 | 75,000 | |
Underwriting discount (in Dollars per share) | $ 0.15 | $ 0.15 | $ 0.1134 |
Underwriting discount paid | $ 1,200,000 | $ 850,500 | |
Deferred underwriting discount (in Dollars per share) | $ 0.35 | $ 0.35 | $ 0.35 |
Deferred underwriting commissions | $ 2,800,000 | $ 2,800,000 | $ 2,625,000 |
Additional underwriting discount | 69,050 | ||
Underwriters shares (in Shares) | 92,000 | ||
Over-Allotment Option [Member] | |||
Commitment and Contingencies [Line Items] | |||
Underwriting discount paid | 1,380,000 | 978,075 | |
Deferred underwriting commissions | $ 3,220,000 | $ 3,220,000 | $ 3,018,750 |
Additional shares issued (in Shares) | 11,250 | ||
Underwriting Agreement [Member] | Over-Allotment Option [Member] | |||
Commitment and Contingencies [Line Items] | |||
Stock issued during period, new issues (in Shares) | 1,200,000 | 1,250,000 |
Stockholder_s Equity (Details)
Stockholder’s Equity (Details) - $ / shares | 7 Months Ended | 9 Months Ended | |||
Oct. 01, 2023 | Dec. 31, 2022 | Sep. 30, 2023 | |||
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 | |||
Forfeiture of shares | 400,000 | 375,000 | |||
Number of shares of common stock outstanding upon after completion of initial public offering | 25% | 25% | |||
Public Warrants expire term | 5 years | 5 years | |||
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. | 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. | 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 | 10,365,500 | |||
Sponsor own percentage | 25% | ||||
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 | 75,000 | ||||
Common stock, shares outstanding | 75,000 | ||||
Redeemable shares | 7,500,000 | ||||
Class A Common Stock [Member] | Common Stock [Member] | |||||
Stockholder’s Equity [Line Item] | |||||
Common Stock, Voting Rights | one | one | |||
Class B Common Stock [Member] | |||||
Stockholder’s Equity [Line Item] | |||||
Common stock, shares authorized | [2],[3] | 10,000,000 | [1],[4] | 10,000,000 | |
Common stock, par value (in Dollars per share) | [2],[3] | $ 0.0001 | [1],[4] | $ 0.0001 | |
Common Stock, Voting Rights | one | one | |||
Common stock, shares issued | [2],[3] | 2,875,000 | 2,875,000 | ||
Common stock, shares outstanding | [2],[3] | 2,875,000 | 2,875,000 | ||
Forfeiture of shares | 375,000 | ||||
Class B Common Stock [Member] | Common Stock [Member] | |||||
Stockholder’s Equity [Line Item] | |||||
Common stock, shares issued | 3,066,667 | ||||
Common stock, shares outstanding | 3,066,667 | ||||
Public Warrants [Member] | |||||
Stockholder’s Equity [Line Item] | |||||
Issued warrants | 8,000,000 | 7,500,000 | |||
Private Placement Warrants [Member] | |||||
Stockholder’s Equity [Line Item] | |||||
Issued warrants | 3,265,000 | 2,865,500 | |||
[1]Gives retroactive effect to the 42.22% share dividend declared on February 8, 2023 (see Notes 5 and 7).[2]Gives retroactive effect to the 42.22% share dividend declared on February 8, 2023 and the forfeiture of 191,667 shares on August 17, 2023 (see Notes 5 and 7).[3]Includes an aggregate of up to 375,000 -allotment |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) | 7 Months Ended | 9 Months Ended | ||||||
Oct. 01, 2023 | Aug. 17, 2023 | Feb. 08, 2023 | Dec. 31, 2022 | Sep. 30, 2023 | Jul. 17, 2023 | Feb. 17, 2023 | Jan. 01, 2023 | |
Subsequent Event [Line Items] | ||||||||
Aggregate founder shares | 400,000 | 375,000 | ||||||
Remaining balance (in Dollars) | $ 35,000 | |||||||
Outstanding balance (in Dollars) | $ 117,610 | |||||||
Over-Allotment Option [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Purchase of additional units | 1,125,000 | 3,066,667 | ||||||
Founder Shares [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Founder subject to forfeiture | 400,000 | |||||||
Subsequent Event [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Aggregate founder shares | 375,000 | |||||||
Promissory note (in Dollars) | $ 82,610 | |||||||
Subsequent Event [Member] | Over-Allotment Option [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Aggregate founder shares | 2,500,000 | |||||||
Promissory note (in Dollars) | $ 300,000 |