Document And Entity Information
Document And Entity Information | 6 Months Ended |
Jun. 30, 2023 | |
Document Information Line Items | |
Entity Registrant Name | BRILLIANT ACQUISITION CORPORATION |
Document Type | S-4/A |
Amendment Flag | true |
Amendment Description | Amendment No. 1 |
Entity Central Index Key | 0001787518 |
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 | D8 |
Unaudited Condensed Balance She
Unaudited Condensed Balance Sheets - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 | Sep. 30, 2022 | Dec. 31, 2021 | Sep. 30, 2021 |
CURRENT ASSETS: | |||||
Current assets – cash | $ 4,597,048 | $ 6,110,807 | $ 364,023 | $ 283,403 | $ 403,771 |
Prepaid expenses and other current assets | 738 | ||||
Marketable securities held in Trust Account | 47,387,687 | ||||
TOTAL CURRENT ASSETS | 4,597,048 | 6,111,545 | 47,671,090 | ||
Due to related party | 1,165,600 | 970,600 | 500 | ||
Promissory note – related party | 2,863,927 | 2,680,227 | 1,624,833 | ||
Derivative warrant liabilities | 10,183 | 10,643 | 180,479 | ||
Accounts payable and accrued expenses | 474,320 | 315,023 | 309,597 | ||
Total Current Liabilities | 4,503,847 | 3,965,850 | 1,934,930 | ||
NON-CURRENT ASSETS: | |||||
Intangible assets, net | 6,339,021 | 8,075,105 | |||
TOTAL ASSETS | 4,597,048 | 6,111,545 | 47,671,090 | ||
CURRENT LIABILITIES: | |||||
Total Liabilities | 4,514,030 | 3,976,493 | 2,115,409 | ||
COMMITMENTS AND CONTINGENCIES | |||||
Ordinary shares subject to possible redemption | 4,529,548 | 6,055,016 | 47,387,687 | ||
STOCKHOLDERS’ EQUITY: | |||||
Preferred shares | |||||
Ordinary shares | 3,880,288 | 3,880,288 | 3,880,288 | ||
Accumulated deficit | (8,326,818) | (7,800,252) | (5,712,294) | ||
Total Shareholders’ Deficit | (4,446,530) | (3,919,964) | (1,832,006) | ||
Total Liabilities, Ordinary Shares Subject to Possible Redemption and Shareholders’ Deficit | 4,597,048 | 6,111,545 | 47,671,090 | ||
Nukkleus Inc. | |||||
CURRENT ASSETS: | |||||
Current assets – cash | 142,341 | 364,023 | 403,771 | ||
Customer custodial cash | 1,712,095 | 2,020,394 | 799,302 | ||
Customer digital currency assets | 248,214 | 1,168,349 | |||
Accounts receivable | 57,953 | ||||
Digital assets | 1,107 | 73,415 | 903 | ||
Due from affiliates | 308,461 | 931,136 | 2,617,873 | ||
Note receivable | 35,000 | 35,000 | |||
Note receivable | 154,150 | ||||
Other current assets | 52,703 | 15,617 | 12,221 | ||
TOTAL CURRENT ASSETS | 2,405,857 | 3,687,799 | 5,060,372 | ||
Accounts payable | 106,779 | 51,712 | |||
Customer custodial cash liabilities | 1,703,893 | 2,020,717 | 799,302 | ||
Customer digital currency liabilities | 248,214 | 1,168,349 | |||
Due to affiliates | 5,100,131 | 4,514,063 | 4,257,792 | ||
Accrued payroll liability and directors’ compensation | 365,257 | 237,205 | |||
Accrued professional fees | 65,725 | 170,058 | |||
Accrued liabilities and other payables | 19,181 | 232,355 | |||
Accounts payable and accrued expenses | 691,330 | 429,722 | |||
Total Current Liabilities | 7,360,966 | 7,474,324 | 6,655,165 | ||
NON-CURRENT ASSETS: | |||||
Cost method investment | 6,602,000 | 6,602,000 | |||
Intangible assets, net | 6,339,021 | 8,075,105 | 10,754,485 | ||
TOTAL NON-CURRENT ASSETS | 12,941,021 | 14,677,105 | 10,754,485 | ||
TOTAL ASSETS | 15,346,878 | 18,364,904 | 15,814,857 | ||
CURRENT LIABILITIES: | |||||
Total Liabilities | 7,360,966 | 7,474,324 | 6,655,165 | ||
COMMITMENTS AND CONTINGENCIES | |||||
STOCKHOLDERS’ EQUITY: | |||||
Preferred shares | |||||
Ordinary shares | 36,718 | 36,718 | 33,203 | ||
Additional paid-in capital | 25,432,669 | 25,136,459 | 11,613,208 | ||
Accumulated deficit | (17,490,131) | (14,340,816) | (2,495,159) | ||
Accumulated other comprehensive income | 6,656 | 58,219 | 8,440 | ||
Total Shareholders’ Deficit | 7,985,912 | $ 9,875,551 | 10,890,580 | $ 14,193,372 | 9,159,692 |
Total Liabilities, Ordinary Shares Subject to Possible Redemption and Shareholders’ Deficit | $ 15,346,878 | $ 18,364,904 | $ 15,814,857 |
Unaudited Condensed Balance S_2
Unaudited Condensed Balance Sheets (Parentheticals) - $ / shares | Jun. 30, 2023 | Dec. 31, 2022 | Sep. 30, 2022 | Dec. 31, 2021 | Sep. 30, 2021 |
Preferred stock par value (in Dollars per share) | |||||
Preferred shares, shares issued | |||||
Preferred shares, shares outstanding | |||||
Ordinary shares, par value (in Dollars per share) | |||||
Ordinary shares, issued | 1,511,000 | 1,511,000 | 1,511,000 | ||
Ordinary shares, outstanding | 1,511,000 | 1,511,000 | 1,511,000 | ||
Ordinary shares subject to possible redemption | 405,475 | 564,936 | 4,600,000 | ||
Preferred shares, authorized | unlimited | unlimited | unlimited | ||
Ordinary shares, authorized | unlimited | unlimited | unlimited | ||
Nukkleus Inc. | |||||
Preferred stock par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
Preferred shares, shares authorized | 15,000,000 | 15,000,000 | 15,000,000 | ||
Preferred shares, shares issued | 0 | 0 | 0 | ||
Preferred shares, shares outstanding | 0 | 0 | 0 | ||
Ordinary shares, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
Ordinary shares, authorized | 900,000,000 | 900,000,000 | 900,000,000 | ||
Ordinary shares, issued | 367,175,886 | 367,175,886 | 332,024,371 | ||
Ordinary shares, outstanding | 367,175,886 | 367,175,886 | 332,024,371 |
Unaudited Condensed Statements
Unaudited Condensed Statements of Operations - USD ($) | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | ||||||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | Sep. 30, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | |
OPERATING EXPENSES: | ||||||||||
Loss from operations | $ (123,748) | $ (144,590) | $ (343,326) | $ (613,861) | $ (1,202,399) | $ (670,916) | ||||
OTHER (EXPENSE) INCOME: | ||||||||||
Changes in fair value of derivative warrant liabilities | 1,385 | 56,342 | 460 | 61,383 | 169,836 | 67,155 | ||||
Interest income | 52,704 | 56,652 | 64,949 | 4,634 | ||||||
Total other income (expense), net | 1,385 | 109,046 | 460 | 118,035 | 234,785 | 71,789 | ||||
Net loss | $ (122,363) | $ (35,544) | $ (342,866) | $ (495,826) | $ (967,614) | $ (599,127) | ||||
NET LOSS PER COMMON SHARE: | ||||||||||
Basic net loss per ordinary share (in Dollars per share) | $ (0.06) | $ (0.01) | $ (0.18) | $ (0.09) | $ (0.21) | $ (0.1) | ||||
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING: | ||||||||||
Weighted average shares outstanding, basic (in Shares) | 1,915,531 | 5,477,208 | 1,932,251 | 5,755,372 | 4,636,222 | 6,111,000 | ||||
Operating costs | $ 123,748 | $ 144,590 | $ 343,326 | $ 613,861 | $ 1,202,399 | $ 670,916 | ||||
Nukkleus Inc. | ||||||||||
REVENUES | ||||||||||
Total revenues | 5,212,056 | 5,152,192 | $ 16,222,388 | $ 15,370,224 | $ 21,513,474 | $ 19,286,964 | ||||
COSTS OF REVENUES | ||||||||||
Total costs of revenues | 5,370,074 | 5,290,633 | 16,287,317 | 16,162,557 | 22,174,870 | 19,369,286 | ||||
GROSS PROFIT (LOSS) | ||||||||||
Total gross loss | (158,018) | (138,441) | (64,929) | (792,333) | (661,396) | (82,322) | ||||
OPERATING EXPENSES: | ||||||||||
Advertising and marketing | 1,670 | 147,177 | 51,087 | 345,826 | 420,186 | 17,874 | ||||
Professional fees | 571,761 | 1,046,927 | 1,815,200 | 3,311,166 | 4,329,988 | 534,836 | ||||
Compensation and related benefits | 233,569 | 90,614 | 591,361 | 345,858 | 508,471 | 153,358 | ||||
Amortization of intangible assets | 66,291 | 66,291 | 198,871 | 197,935 | 264,224 | |||||
Other general and administrative | 181,492 | 165,041 | 434,212 | 458,718 | 647,314 | 144,014 | ||||
Impairment of equity method investment | 4,310,745 | |||||||||
Total operating expenses | 1,054,783 | 1,516,050 | 3,090,731 | 4,659,503 | 10,480,928 | 850,082 | ||||
Loss from operations | (1,212,801) | (1,654,491) | (3,155,660) | (5,451,836) | (11,142,324) | (932,404) | ||||
OTHER (EXPENSE) INCOME: | ||||||||||
Loss from equity method investment | (330,680) | (401,299) | (689,255) | |||||||
Interest expense on redeemable preferred stock | (2,625) | |||||||||
Amortization of debt discount | (1,545) | |||||||||
Other expense | (15,005) | (1,033) | ||||||||
Other income (expense) | 3,057 | (1,116) | 6,345 | (4,605) | 927 | 761 | ||||
Interest income | 1,587 | $ 159 | ||||||||
Total other income (expense), net | 3,057 | (331,796) | 6,345 | (405,904) | (703,333) | (4,442) | ||||
LOSS BEFORE INCOME TAXES | (1,209,744) | (1,986,287) | (3,149,315) | (5,857,740) | (11,845,657) | (936,846) | ||||
INCOME TAXES | ||||||||||
Net loss | (1,209,744) | (1,986,287) | (3,149,315) | (5,857,740) | (11,845,657) | (936,846) | ||||
OTHER COMPREHENSIVE INCOME | ||||||||||
Unrealized foreign currency translation (loss) gain | (20,859) | 27,644 | (51,563) | 38,631 | 49,779 | 8,440 | ||||
COMPREHENSIVE LOSS | $ (1,230,603) | $ (1,958,643) | $ (3,200,878) | $ (5,819,109) | $ (11,795,878) | $ (928,406) | ||||
NET LOSS PER COMMON SHARE: | ||||||||||
Basic net loss per ordinary share (in Dollars per share) | $ 0 | $ (0.01) | $ (0.01) | $ (0.02) | $ (0.03) | $ 0 | ||||
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING: | ||||||||||
Weighted average shares outstanding, basic (in Shares) | 367,175,886 | 367,175,886 | 367,175,886 | 352,412,872 | 356,133,960 | 257,771,553 | ||||
Nukkleus Inc. | General support services – related party | ||||||||||
REVENUES | ||||||||||
Total revenues | $ 4,800,000 | $ 4,800,000 | $ 14,400,000 | $ 14,400,000 | $ 19,200,000 | $ 19,200,000 | ||||
COSTS OF REVENUES | ||||||||||
Total costs of revenues | 4,675,000 | 4,725,000 | 14,125,000 | 14,175,000 | 18,900,000 | 18,900,000 | ||||
GROSS PROFIT (LOSS) | ||||||||||
Total gross loss | 125,000 | 75,000 | 275,000 | 225,000 | 300,000 | 300,000 | ||||
Nukkleus Inc. | Financial services | ||||||||||
REVENUES | ||||||||||
Total revenues | 412,056 | 352,192 | 1,822,388 | 970,224 | 2,313,474 | 86,964 | ||||
COSTS OF REVENUES | ||||||||||
Total costs of revenues | 695,074 | 565,633 | 2,162,317 | 1,987,557 | 3,274,870 | 469,286 | ||||
GROSS PROFIT (LOSS) | ||||||||||
Total gross loss | $ (283,018) | $ (213,441) | $ (339,929) | $ (1,017,333) | $ (961,396) | $ (382,322) |
Unaudited Condensed Statement_2
Unaudited Condensed Statements of Operations (Parentheticals) - $ / shares | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | |
Diluted net loss per ordinary share | $ (0.06) | $ (0.01) | ||||
Weighted average shares outstanding, diluted | 1,915,531 | 5,477,208 | ||||
Nukkleus Inc. | ||||||
Diluted net loss per ordinary share | $ 0 | $ (0.01) | $ (0.01) | $ (0.02) | $ (0.03) | $ 0 |
Weighted average shares outstanding, diluted | 367,175,886 | 367,175,886 | 367,175,886 | 352,412,872 | 356,133,960 | 257,771,553 |
Unaudited Condensed Statement_3
Unaudited Condensed Statements of Changes in Shareholders’ Deficit - USD ($) | Previously Reported [Member] Nukkleus Inc. | Previously Reported [Member] Common Stock | Previously Reported [Member] Accumulated Deficit | Previously Reported [Member] | Nukkleus Inc. Preferred Stock | Nukkleus Inc. Common Stock | Nukkleus Inc. Additional Paid-in Capital | Nukkleus Inc. Accumulated Deficit | Nukkleus Inc. Accumulated Other Comprehensive Income | Nukkleus Inc. | Common Stock | Accumulated Deficit | Total |
Balance at Sep. 30, 2020 | $ 23,049 | $ 141,057 | $ (1,558,313) | $ (1,394,207) | |||||||||
Balance (in Shares) at Sep. 30, 2020 | 230,485,100 | ||||||||||||
Common stock issued in connection with acquisition | $ 10,010 | 11,142,359 | 11,152,369 | ||||||||||
Common stock issued in connection with acquisition (in Shares) | 100,100,000 | ||||||||||||
Common stock issued for redeemable preferred stock conversion and related dividend | $ 144 | 287,710 | 287,854 | ||||||||||
Common stock issued for redeemable preferred stock conversion and related dividend (in Shares) | 1,439,271 | ||||||||||||
Stock-based compensation | 42,082 | 42,082 | |||||||||||
Net loss | (936,846) | (936,846) | |||||||||||
Foreign currency translation adjustment | 8,440 | 8,440 | |||||||||||
Balance at Sep. 30, 2021 | $ 12,021,323 | $ 33,203 | 11,613,208 | (2,495,159) | 8,440 | 9,159,692 | |||||||
Balance (in Shares) at Sep. 30, 2021 | 332,024,371 | ||||||||||||
Balance at Dec. 31, 2020 | $ 3,880,288 | $ (3,725,480) | $ 154,808 | ||||||||||
Balance (in Shares) at Dec. 31, 2020 | 1,511,000 | ||||||||||||
Net loss | (599,127) | (599,127) | |||||||||||
Reclassification of temporary equity | (1,380,000) | (1,380,000) | |||||||||||
Change in value of ordinary shares subject to possible redemption | (7,687) | (7,687) | |||||||||||
Balance at Dec. 31, 2021 | $ 3,880,288 | (5,712,294) | (1,832,006) | $ 35,203 | 18,591,954 | (4,439,998) | 6,213 | 14,193,372 | $ 3,880,288 | $ (5,712,294) | $ (1,832,006) | ||
Balance (in Shares) at Dec. 31, 2021 | 1,511,000 | 352,024,371 | 1,511,000 | ||||||||||
Balance at Sep. 30, 2021 | 12,021,323 | $ 33,203 | 11,613,208 | (2,495,159) | 8,440 | 9,159,692 | |||||||
Balance (in Shares) at Sep. 30, 2021 | 332,024,371 | ||||||||||||
Stock-based compensation | 378,746 | 378,746 | |||||||||||
Net loss | (1,944,839) | (1,944,839) | |||||||||||
Foreign currency translation adjustment | (2,227) | (2,227) | |||||||||||
Balance at Dec. 31, 2021 | $ 3,880,288 | (5,712,294) | (1,832,006) | $ 35,203 | 18,591,954 | (4,439,998) | 6,213 | 14,193,372 | $ 3,880,288 | (5,712,294) | (1,832,006) | ||
Balance (in Shares) at Dec. 31, 2021 | 1,511,000 | 352,024,371 | 1,511,000 | ||||||||||
Common stock issued in connection with cost method investment | $ 2,000 | 6,600,000 | 6,602,000 | ||||||||||
Common stock issued in connection with cost method investment (in Shares) | 20,000,000 | ||||||||||||
Balance at Sep. 30, 2021 | $ 12,021,323 | $ 33,203 | 11,613,208 | (2,495,159) | 8,440 | 9,159,692 | |||||||
Balance (in Shares) at Sep. 30, 2021 | 332,024,371 | ||||||||||||
Stock-based compensation | 1,913,529 | 1,913,529 | |||||||||||
Net loss | (11,845,657) | (11,845,657) | |||||||||||
Foreign currency translation adjustment | 49,779 | 49,779 | |||||||||||
Balance at Sep. 30, 2022 | $ 36,718 | 25,136,459 | (14,340,816) | 58,219 | 10,890,580 | ||||||||
Balance (in Shares) at Sep. 30, 2022 | 367,175,886 | ||||||||||||
Common stock issued in connection with cost method investment | $ 2,000 | 6,600,000 | 6,602,000 | ||||||||||
Common stock issued in connection with cost method investment (in Shares) | 20,000,000 | ||||||||||||
Common stock issued in connection with equity method investment | $ 1,515 | 4,998,485 | 5,000,000 | ||||||||||
Common stock issued in connection with equity method investment (in Shares) | 15,151,515 | ||||||||||||
Stock options issued for the purchase of an intangible asset | 11,237 | 11,237 | |||||||||||
Balance at Dec. 31, 2021 | $ 3,880,288 | (5,712,294) | (1,832,006) | $ 35,203 | 18,591,954 | (4,439,998) | 6,213 | 14,193,372 | $ 3,880,288 | (5,712,294) | (1,832,006) | ||
Balance (in Shares) at Dec. 31, 2021 | 1,511,000 | 352,024,371 | 1,511,000 | ||||||||||
Stock-based compensation | 525,622 | 525,622 | |||||||||||
Net loss | (1,926,614) | (1,926,614) | |||||||||||
Foreign currency translation adjustment | 13,214 | 13,214 | |||||||||||
Balance at Mar. 31, 2022 | $ 36,718 | 24,127,298 | (6,366,612) | 19,427 | 17,816,831 | $ 3,880,288 | (6,811,118) | (2,930,830) | |||||
Balance (in Shares) at Mar. 31, 2022 | 367,175,886 | 1,511,000 | |||||||||||
Common stock issued in connection with equity method investment | $ 1,515 | 4,998,485 | 5,000,000 | ||||||||||
Common stock issued in connection with equity method investment (in Shares) | 15,151,515 | ||||||||||||
Stock options issued for the purchase of an intangible asset | 11,237 | 11,237 | |||||||||||
Balance at Dec. 31, 2021 | $ 3,880,288 | (5,712,294) | (1,832,006) | $ 35,203 | 18,591,954 | (4,439,998) | 6,213 | 14,193,372 | $ 3,880,288 | (5,712,294) | (1,832,006) | ||
Balance (in Shares) at Dec. 31, 2021 | 1,511,000 | 352,024,371 | 1,511,000 | ||||||||||
Net loss | (495,826) | (495,826) | |||||||||||
Reclassification of temporary equity | (687,298) | (687,298) | |||||||||||
Change in value of ordinary shares subject to possible redemption | (3,948) | (3,948) | |||||||||||
Balance at Jun. 30, 2022 | $ 36,718 | 24,652,919 | (8,352,899) | 47,071 | 16,383,809 | $ 3,880,288 | (6,899,366) | (3,019,078) | |||||
Balance (in Shares) at Jun. 30, 2022 | 367,175,886 | 1,511,000 | |||||||||||
Balance at Dec. 31, 2021 | $ 3,880,288 | (5,712,294) | (1,832,006) | $ 35,203 | 18,591,954 | (4,439,998) | 6,213 | 14,193,372 | $ 3,880,288 | (5,712,294) | (1,832,006) | ||
Balance (in Shares) at Dec. 31, 2021 | 1,511,000 | 352,024,371 | 1,511,000 | ||||||||||
Net loss | (967,614) | (967,614) | |||||||||||
Reclassification of temporary equity | (1,055,394) | (1,055,394) | |||||||||||
Change in value of ordinary shares subject to possible redemption | (64,950) | (64,950) | |||||||||||
Balance at Dec. 31, 2022 | $ 3,880,288 | (7,800,252) | (3,919,964) | $ 36,718 | 25,283,335 | (15,474,738) | 30,236 | 9,875,551 | $ 3,880,288 | (7,800,252) | (3,919,964) | ||
Balance (in Shares) at Dec. 31, 2022 | 1,511,000 | 367,175,886 | 1,511,000 | ||||||||||
Balance at Mar. 31, 2022 | $ 36,718 | 24,127,298 | (6,366,612) | 19,427 | 17,816,831 | $ 3,880,288 | (6,811,118) | (2,930,830) | |||||
Balance (in Shares) at Mar. 31, 2022 | 367,175,886 | 1,511,000 | |||||||||||
Stock-based compensation | 525,621 | 525,621 | |||||||||||
Net loss | (1,986,287) | (1,986,287) | (35,544) | (35,544) | |||||||||
Reclassification of temporary equity | (52,704) | (52,704) | |||||||||||
Foreign currency translation adjustment | 27,644 | 27,644 | |||||||||||
Balance at Jun. 30, 2022 | $ 36,718 | 24,652,919 | (8,352,899) | 47,071 | 16,383,809 | $ 3,880,288 | (6,899,366) | (3,019,078) | |||||
Balance (in Shares) at Jun. 30, 2022 | 367,175,886 | 1,511,000 | |||||||||||
Balance at Sep. 30, 2022 | $ 36,718 | 25,136,459 | (14,340,816) | 58,219 | 10,890,580 | ||||||||
Balance (in Shares) at Sep. 30, 2022 | 367,175,886 | ||||||||||||
Stock-based compensation | 146,876 | 146,876 | |||||||||||
Net loss | (1,133,922) | (1,133,922) | |||||||||||
Foreign currency translation adjustment | (27,983) | (27,983) | |||||||||||
Balance at Dec. 31, 2022 | $ 3,880,288 | (7,800,252) | (3,919,964) | $ 36,718 | 25,283,335 | (15,474,738) | 30,236 | 9,875,551 | $ 3,880,288 | (7,800,252) | (3,919,964) | ||
Balance (in Shares) at Dec. 31, 2022 | 1,511,000 | 367,175,886 | 1,511,000 | ||||||||||
Stock-based compensation | 74,667 | 74,667 | |||||||||||
Net loss | (805,649) | (805,649) | |||||||||||
Foreign currency translation adjustment | (2,721) | (2,721) | |||||||||||
Balance at Mar. 31, 2023 | $ 36,718 | 25,358,002 | (16,280,387) | 27,515 | 9,141,848 | $ 3,880,288 | (8,107,105) | (4,226,817) | |||||
Balance (in Shares) at Mar. 31, 2023 | 367,175,886 | 1,511,000 | |||||||||||
Balance at Dec. 31, 2022 | $ 3,880,288 | $ (7,800,252) | $ (3,919,964) | $ 36,718 | 25,283,335 | (15,474,738) | 30,236 | 9,875,551 | $ 3,880,288 | (7,800,252) | (3,919,964) | ||
Balance (in Shares) at Dec. 31, 2022 | 1,511,000 | 367,175,886 | 1,511,000 | ||||||||||
Net loss | (342,866) | (342,866) | |||||||||||
Reclassification of temporary equity | (183,700) | (183,700) | |||||||||||
Balance at Jun. 30, 2023 | $ 36,718 | 25,432,669 | (17,490,131) | 6,656 | 7,985,912 | $ 3,880,288 | (8,326,818) | (4,446,530) | |||||
Balance (in Shares) at Jun. 30, 2023 | 367,175,886 | 1,511,000 | |||||||||||
Balance at Mar. 31, 2023 | $ 36,718 | 25,358,002 | (16,280,387) | 27,515 | 9,141,848 | $ 3,880,288 | (8,107,105) | (4,226,817) | |||||
Balance (in Shares) at Mar. 31, 2023 | 367,175,886 | 1,511,000 | |||||||||||
Stock-based compensation | 74,667 | 74,667 | |||||||||||
Net loss | (1,209,744) | (1,209,744) | (122,363) | (122,363) | |||||||||
Reclassification of temporary equity | (97,350) | (97,350) | |||||||||||
Foreign currency translation adjustment | (20,859) | (20,859) | |||||||||||
Balance at Jun. 30, 2023 | $ 36,718 | $ 25,432,669 | $ (17,490,131) | $ 6,656 | $ 7,985,912 | $ 3,880,288 | $ (8,326,818) | $ (4,446,530) | |||||
Balance (in Shares) at Jun. 30, 2023 | 367,175,886 | 1,511,000 |
Unaudited Condensed Consolidate
Unaudited Condensed Consolidated Statements of Cash Flows - USD ($) | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | ||||||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | Sep. 30, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||||||
Net loss | $ (122,363) | $ (35,544) | $ (342,866) | $ (495,826) | $ (967,614) | $ (599,127) | ||||
Changes in fair value of derivative warrant liabilities | (460) | (61,383) | (169,836) | (67,155) | ||||||
Interest earned on marketable securities held in Trust Account | (56,652) | (4,634) | ||||||||
Changes in operating assets and liabilities, net of assets acquired and liabilities assumed in acquisition: | ||||||||||
Prepaid expenses and other current assets | 738 | (103,213) | (737) | (14,600) | ||||||
Accounts payable and accrued expenses | 159,297 | (196,695) | 5,426 | 225,402 | ||||||
Net cash used in operating activities | (183,291) | (913,769) | (1,132,761) | (430,914) | ||||||
CASH FLOW FROM INVESTING ACTIVITIES: | ||||||||||
Investment of cash in Trust Account | (634,594) | (1,380,000) | ||||||||
Proceeds from sale of investment of cash in Trust Account | 6,529,259 | 47,387,687 | ||||||||
Net cash provided by investing activities | 5,894,665 | 47,387,687 | (1,380,000) | |||||||
Cash Flows from Financing Activities: | ||||||||||
Advanced from related party | 195,000 | 670,100 | 970,100 | 500 | ||||||
Proceeds from promissory note – related parties | 183,700 | 634,594 | 1,055,394 | 1,381,000 | ||||||
Repayment of redemption of ordinary shares | (1,709,168) | (6,529,259) | (42,453,015) | |||||||
Net cash used in financing activities | (1,330,468) | (5,224,565) | (40,427,521) | 1,381,500 | ||||||
Net Change in Cash | (1,513,759) | (243,669) | 5,827,404 | (429,414) | ||||||
Cash – Beginning | 6,110,807 | 283,403 | 283,403 | 712,817 | ||||||
Cash – Ending | 4,597,048 | 39,734 | 4,597,048 | 39,734 | $ 4,597,048 | $ 39,734 | $ 6,110,807 | $ 283,403 | ||
Remeasurement adjustment of ordinary shares to redemption value | 183,700 | 638,542 | ||||||||
Nukkleus Inc. | ||||||||||
CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||||||
Net loss | (1,209,744) | (1,986,287) | (3,149,315) | (5,857,740) | $ (11,845,657) | $ (936,846) | ||||
Amortization of debt discount | 1,545 | |||||||||
Amortization of intangible assets | 1,778,675 | 2,097,726 | 2,690,617 | 469,286 | ||||||
Stock-based compensation and service expense | 296,210 | 1,429,989 | 1,913,529 | 42,082 | ||||||
Provision for bad debt | 1,454 | 12 | ||||||||
Unrealized foreign currency exchange gain | (441) | (768) | (761) | |||||||
Loss on equity method investment | 330,680 | 401,299 | 689,255 | |||||||
Impairment of digital assets | 887 | |||||||||
Impairment of equity method investment | 4,310,745 | |||||||||
Accounts payable | 45,496 | 33,649 | ||||||||
Accrued payroll liability and directors’ compensation | 126,450 | 36,667 | ||||||||
Accrued professional fees | (111,362) | (18,650) | ||||||||
Accrued liabilities and other payables | (233,902) | 162,478 | ||||||||
Changes in operating assets and liabilities, net of assets acquired and liabilities assumed in acquisition: | ||||||||||
Customer digital currency assets | 270,421 | 1,139,351 | 822,650 | (1,201,019) | ||||||
Accounts receivable | (298) | (17,311) | 53,474 | (12,972) | ||||||
Digital assets | 78,927 | (20,769) | (84,241) | (929) | ||||||
Other current assets | (34,864) | 2,936 | (4,716) | (5,110) | ||||||
Due from affiliates | 648,073 | 1,746,529 | 1,686,737 | 1,091,899 | ||||||
Customer custodial cash liabilities | (576,514) | 262,180 | 1,560,251 | 821,653 | ||||||
Customer digital currency liabilities | (270,421) | (1,139,351) | (822,650) | 1,201,019 | ||||||
Due to affiliates | 506,149 | (315,817) | 323,129 | (466,959) | ||||||
Accounts payable and accrued expenses | 320,910 | 164,082 | ||||||||
Net cash used in operating activities | (626,716) | (56,834) | 1,615,606 | 1,166,982 | ||||||
CASH FLOW FROM INVESTING ACTIVITIES: | ||||||||||
Investment in note receivable | (154,150) | (35,000) | ||||||||
Purchase of intangible asset | (41,706) | |||||||||
Cash acquired on asset acquisition | 21,371 | |||||||||
Transaction costs of asset acquisition | (44,673) | |||||||||
Net cash provided by investing activities | (195,856) | (35,000) | (23,302) | |||||||
Cash Flows from Financing Activities: | ||||||||||
EFFECT OF EXCHANGE RATE ON CASH | 292,591 | (104,494) | (399,262) | (23,456) | ||||||
Net Change in Cash | (529,981) | (161,328) | 1,181,344 | 1,120,224 | ||||||
Cash – Beginning | 2,384,417 | 1,203,073 | 1,203,073 | 82,849 | ||||||
Cash – Ending | 1,854,436 | 1,041,745 | 1,854,436 | 1,041,745 | 1,854,436 | 1,041,745 | 2,384,417 | 1,203,073 | ||
Common stock issued in connection with cost method investment | 6,602,000 | 6,602,000 | ||||||||
Common stock issued in connection with equity method investment | 5,000,000 | 5,000,000 | ||||||||
Stock options issued for the purchase of an intangible asset | 11,237 | 11,237 | ||||||||
Common stock issued in connection with asset acquisition | 11,152,369 | |||||||||
Common stock issued for redeemable preferred stock conversion and related dividend | 287,854 | |||||||||
Cost of asset acquisition in accrued liabilities | 16,098 | |||||||||
Adjustment for common stock issued in connection with asset acquisition | 2,861,631 | |||||||||
Cash consisted of the following: | ||||||||||
Cash | 142,341 | 75,827 | 142,341 | 75,827 | 142,341 | 75,827 | 364,023 | 403,771 | ||
Customer custodial cash | 1,712,095 | 965,918 | 1,712,095 | 965,918 | 1,712,095 | 965,918 | 2,020,394 | 799,302 | ||
Total cash | $ 1,854,436 | $ 1,041,745 | $ 1,854,436 | $ 1,041,745 | 1,854,436 | 1,041,745 | 2,384,417 | 1,203,073 | ||
Cash paid for: | ||||||||||
Interest | ||||||||||
Income taxes |
Description of Organization and
Description of Organization and Business Operations | 6 Months Ended | 9 Months Ended | 12 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2023 | Dec. 31, 2022 | Sep. 30, 2022 | |
Description of Organization and Business Operations [Line Items] | ||||
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Brilliant Acquisition Corporation (the “Company”) is a blank check company incorporated in the British Virgin Islands on May 24, 2019. The Company was formed for the purpose of acquiring, engaging in a share exchange, share reconstruction and amalgamation with, purchasing all or substantially all of the assets of, entering into contractual arrangements with, or engaging in any other similar business combination with one or more businesses or entities (“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. At June 30, 2023, the Company had not yet commenced any operations. All activity through June 30, 2023 relates to the Company’s formation, the initial public offering (“Initial Public Offering”), which is described below, and, subsequent to the Initial Public Offering, identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate nonoperating income in the form of interest income earned from investing the proceeds derived from the Initial Public Offering that have been placed in a trust account as described below. The registration statement for the Company’s Initial Public Offering was declared effective on June 23, 2020. On June 26, 2020, the Company consummated the Initial Public Offering of 4,000,000 units (the “Units” and, with respect to the ordinary shares included in the Units offered, the “Public Shares”), at $10.00 per Unit, generating gross proceeds of $40,000,000 which is described in Note 3. Following the closing of the Initial Public Offering on June 26, 2020, an amount of $40,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Units was placed in a trust account (the “Trust Account”) located in the United States and invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 180 days or less, or in any open -ended -7 On June 29, 2020, the underwriters notified the Company of their intention to exercise their over -allotment Transaction costs amounted to $2,069,154 consisting of $1,610,000 of underwriting fees and $459,154 of other offering costs. In addition, at June 30, 2023, cash of $67,497 was held outside of the Trust Account (as defined above) and is available for the payment of offering costs and for working capital purposes. Business Combination The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and sale of the Private Units, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. NASDAQ rules provide that the Business Combination must be with one or more target businesses that together have a fair market value equal to at least 80% of the balance in the Trust Account (excluding the taxes payable on interest earned and less any interest earned thereon that is released for taxes) at the time of the signing of an agreement to enter into a Business Combination. The Company will only complete a Business Combination if the post -Business The Company will provide its shareholders 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 shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer. In connection with a proposed Business Combination, the Company may seek shareholder approval of a Business Combination at a meeting called for such purpose at which shareholders may seek to redeem their shares, regardless of whether they vote for or against the proposed Business Combination. The shareholders will be entitled to redeem their shares for a pro rata portion of the amount then in the Trust Account (initially $10.00 per share, but currently approximately $11.17 per share, subject to increase of up to an additional $0.32 per share in the event that the Sponsor elects to further extend the period of time to consummate a Business Combination (see below), plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s rights or warrants. These Public Shares were recorded at a redemption value and classified as temporary equity upon the completion of the Initial Public Offering, in accordance with Accounting Standards Codification (“ASC”) Topic 480, “Distinguishing Liabilities from Equity.” In such case, the Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 upon such consummation of a Business Combination and a majority of the shares voted are voted in favor of the Business Combination. If a shareholder vote is not required and the Company does not decide to hold a shareholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Memorandum and Articles of Association, offer such redemption pursuant to the tender offer rules of the Securities and Exchange Commission (“SEC”), and file tender offer documents containing substantially the same information as would be included in a proxy statement with the SEC prior to completing a Business Combination. If the Company seeks shareholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Company’s Amended and Restated Memorandum and Articles of Association provides that a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder 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 seeking redemption rights with respect to 15% or more of the Public Shares without the Company’s prior written consent. The Sponsor, officers, directors and the Company’s business combination advisor, New Lighthouse Investment Limited, (the “initial shareholders”) have agreed (a) to vote their Founder Shares (as defined in Note 5), the ordinary shares included in the Private Units (the “Private Shares”) and any Public Shares purchased during or after the Initial Public Offering in favor of a Business Combination, (b) not to propose an amendment to the Company’s Memorandum and Articles of Association with respect to the Company’s pre -Business -Business Founder Shares and Private Units (including underlying securities) shall not participate in any liquidating distributions upon winding up if a Business Combination is not consummated. However, the initial shareholders will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares purchased during or after the Initial Public Offering if the Company fails to complete its Business Combination. Prior to the amendment and restatement of the Articles of Association, the Company had 12 months from the closing of its Initial Public Offering (or until June 25, 2021) to consummate a Business Combination. However, if the Company was not able to consummate a Business Combination by June 25, 2021, the Company could extend the period of time to consummate a Business Combination up to three times, each by an additional three months (for a total of 21 months to complete a Business Combination (the “Combination Period”). In order to extend the time available for the Company to consummate a Business Combination, the Sponsor or its affiliate or designees were required to deposit into the Trust Account $460,000 or $0.10 per Unit, up to an aggregate amount of $1,380,000, or $0.30 per Unit, on or prior to the date of the applicable deadline, for each three months. As of the date of this report, the Company was not able to consummate a Business Combination, and extended the period time to consummate a Business Combination four times. Accordingly, the Sponsor made the first deposit of $460,000 on June 22, 2021, the second deposit of $460,000 on September 20, 2021, the third deposit of $460,000 on December 23, 2021 to extend the period of time to consummate its initial business combination by total 13 months from June 25, 2021 until March 23, 2022. On March 18, 2022, the shareholders of the Company approved the extension of the period of time the Company has to consummate its initial business combination by a further four months, or until July 23, 2022. In connection with the approval of the extension, shareholders elected to redeem an aggregate amount of 633,792 ordinary shares. As a result, an aggregate amount of $6,529,259 (or approximately $10.30 per share) was released from the Trust Account to pay such shareholders. The Sponsor deposited a net amount of $634,594 into the Trust Account, representing $0.16 per public ordinary share that was not redeemed in connection with the shareholder vote to approve the extension. The sponsor initially deposited $736,000 and $101,406 was returned to the Sponsor on March 28, 2022 due to the fact that the shareholders elected to redeem an aggregate amount of 633,792 shares in connection with the Special Meeting. On July 13, 2022, the shareholders of the Company approved the extension of the period of time the Company has to consummate its initial business combination by a further three months, or until October 23, 2022. In connection with the extension the Sponsor deposited $353,000 into the Trust Account, representing $0.12 per public ordinary share that was not redeemed in connection with the shareholder vote to approve the extension. In connection with a special meeting to approve the extension of the business combination period, the Company’s shareholders elected to redeem an aggregate amount of 1,025,281 shares, and the Company redeemed such shares for an aggregate amount of $10,742,906, or approximately $10.48 per share. On October 17, 2022, the shareholders of the Company approved the extension of the period of time the Company has to consummate its initial business combination from October 23, 2022 to up to not later than January 23, 2023, extendable by the Company on a monthly basis without further shareholder approval upon deposit of $0.04 per public ordinary share of the Company. In connection with the extension, Nukkleus deposited $22,600 into the Trust Account, representing $0.04 per public ordinary share that was not redeemed in connection with extending the business combination completion window until November 23, 2022. In connection with a special meeting to approve the extension of the business combination period, the Company’s shareholders elected to redeem an aggregate amount of 2,375,991 shares, and the Company redeemed such shares for an aggregate amount of $25,180,851, or approximately $10.60 per share. On November 18, 2022, Nukkleus deposited $22,600 into the Trust Account, representing $0.04 per public ordinary share that was not redeemed in connection with extending the business combination completion window until November 23, 2022. On December 19, 2022, Nukkleus deposited $22,600 into the Trust Account, representing $0.04 per public ordinary share that was not redeemed in connection with extending the business combination completion window until January 23, 2023. On January 19, 2023, the shareholders of the Company approved the extension of the period of time the Company has to consummate its initial business combination from January 23, 2023 to up to not later than April 23, 2023, extendable by the Company on a monthly basis without further shareholder approval upon deposit of $0.04 per public ordinary share of the Company (the “Top -up -up $32,500 into the Trust Account, representing $0.08 per public ordinary share that was not redeemed in connection with extending the business combination completion window until March 23, 2023. On April 20, 2023, the shareholders of the Company approved the extension of the period of time the Company has to consummate its initial business combination from April 23, 2023 to up to not later than July 23, 2023, extendable by the Company on a monthly basis without further shareholder approval upon deposit of $0.08 per public ordinary share of the Company (the “Top -up -up If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than five business days thereafter, redeem 100% of the outstanding Public Shares, at a per -share The Sponsor has agreed that it will be liable to the Company, if and to the extent any claims by a vendor for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amounts in the Trust Account to below $10.00 per share, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). In the event that an executed waiver 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 and Management’s Plan As of June 30, 2023, the Company had $67,497 cash held in its operating bank account and working capital deficit (excluding cash held in Trust Account) of $1,572,423. The Company has incurred and expects to continue to incur significant costs in pursuit of its acquisition plans and will not generate any operating revenues until after the completion of its initial business combination. In addition, the Company expects to have negative cash flows from operations as it pursues an initial business combination target. In connection with the Company’s assessment of going concern considerations in accordance with Accounting Standards Update (“ASU”) 2014 -15 Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern The Company may raise additional capital through loans or additional investments from the Sponsor or its shareholders, officers, directors, or third parties. The Company’s officers and directors and the Sponsor may, but are not obligated to (except as described above), loan the Company funds, from time to time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s working capital needs. While the Company expects to have sufficient access to additional sources of capital if necessary, there is no current commitment on the part of any financing source to provide additional capital and no assurances can be provided that such additional capital will ultimately be available. In addition, the deadline of a Business Combination is before August 23, 2023 (or up to December 23, 2023 if further extended by placing $32,300 into the Trust Account each month). If the Company is unable to complete a Business Combination on or prior to the Deadline, the Company may seek approval from its stockholders to extend the completion period. These conditions raise substantial doubt about the Company’s ability to continue as a going concern for a period of time within one year after the date that the unaudited condensed financial statements are issued. There is no assurance that the Company’s plans to raise additional capital (to the extent ultimately necessary) or to consummate a Business Combination will be successful or successful within the Combination Period. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. As is customary for a special purpose acquisition company, if the Company is not able to consummate a Business Combination during the Combination Period, it will cease all operations and redeem the Public Shares. Management plans to continue its efforts to consummate a Business Combination during the Combination Period, which is before August 23, 2023 (or December 23, 2023 if further extended by placing $32,300 into the Trust Account). Risks and Uncertainties Management continues to evaluate the impact of the COVID -19 Additionally, as a result of the military action commenced in February 2022 by the Russian Federation and Belarus in the country of Ukraine and related economic sanctions, the Company’s ability to consummate a Business Combination, or the operations of a target business with which the Company ultimately consummates a Business Combination, may be materially and adversely affected. In addition, the Company’s ability to consummate a transaction may be dependent on the ability to raise equity and debt financing which may be impacted by these events, including as a result of increased market volatility, or decreased market liquidity in third -party Proposed Business Combination — Nukkleus Inc. On February 22, 2022, the Company entered into an Agreement and Plan of Merger (as it may be amended, supplemented or otherwise modified from time to time, the “Merger Agreement”), by and among the Company and Nukkleus Inc., a Delaware corporation (“Nukkleus”). Upon consummation of the transactions contemplated by the Merger Agreement, Nukkleus would become the Nasdaq -listed The transactions contemplated by the Merger Agreement, are hereinafter referred to as the “Business Combination.” The Merger Agreement and the transactions contemplated thereby have been approved by the boards of directors of each of Brilliant and Nukkleus. | NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Brilliant Acquisition Corporation (the “Company”) is a blank check company incorporated in the British Virgin Islands on May 24, 2019. The Company was formed for the purpose of acquiring, engaging in a share exchange, share reconstruction and amalgamation with, purchasing all or substantially all of the assets of, entering into contractual arrangements with, or engaging in any other similar business combination with one or more businesses or entities (“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. At December 31, 2022, the Company had not yet commenced any operations. All activity through December 31, 2022 relates to the Company’s formation, the initial public offering (“Initial Public Offering”), which is described below, and, subsequent to the Initial Public Offering, identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate nonoperating income in the form of interest income earned from investing the proceeds derived from the Initial Public Offering that have been placed in a trust account as described below. The registration statement for the Company’s Initial Public Offering was declared effective on June 23, 2020. On June 26, 2020, the Company consummated the Initial Public Offering of 4,000,000 units (the “Units” and, with respect to the ordinary shares included in the Units offered, the “Public Shares”), at $10.00 per Unit, generating gross proceeds of $40,000,000 which is described in Note 3. Following the closing of the Initial Public Offering on June 26, 2020, an amount of $40,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Units was placed in a trust account (the “Trust Account”) located in the United States and invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 180 days or less, or in any open -ended -7 On June 29, 2020, the underwriters notified the Company of their intention to exercise their over -allotment Transaction costs amounted to $2,069,154 consisting of $1,610,000 of underwriting fees and $459,154 of other offering costs. In addition, at December 31, 2022, cash of $55,789 was held outside of the Trust Account (as defined above) and is available for the payment of offering costs and for working capital purposes. Business Combination The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and sale of the Private Units, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. NASDAQ rules provide that the Business Combination must be with one or more target businesses that together have a fair market value equal to at least 80% of the balance in the Trust Account (excluding the taxes payable on interest earned and less any interest earned thereon that is released for taxes) at the time of the signing of an agreement to enter into a Business Combination. The Company will only complete a Business Combination if the post -Business The Company will provide its shareholders 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 shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer. In connection with a proposed Business Combination, the Company may seek shareholder approval of a Business Combination at a meeting called for such purpose at which shareholders may seek to redeem their shares, regardless of whether they vote for or against the proposed Business Combination. The shareholders will be entitled to redeem their shares for a pro rata portion of the amount then in the Trust Account (initially $10.00 per share, subject to increase of up to an additional $0.30 per Unit in the event that the Sponsor elects to extend the period of time to consummate a Business Combination (see below), plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s rights or warrants. These Public Shares were recorded at a redemption value and classified as temporary equity upon the completion of the Initial Public Offering, in accordance with Accounting Standards Codification (“ASC”) Topic 480, “Distinguishing Liabilities from Equity.” In such case, the Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 upon such consummation of a Business Combination and a majority of the shares voted are voted in favor of the Business Combination. If a shareholder vote is not required and the Company does not decide to hold a shareholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Memorandum and Articles of Association, offer such redemption pursuant to the tender offer rules of the Securities and Exchange Commission (“SEC”), and file tender offer documents containing substantially the same information as would be included in a proxy statement with the SEC prior to completing a Business Combination. If the Company seeks shareholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Company’s Amended and Restated Memorandum and Articles of Association provides that a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder 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 seeking redemption rights with respect to 15% or more of the Public Shares without the Company’s prior written consent. The Sponsor, officers, directors and the Company’s business combination advisor, New Lighthouse Investment Limited, (the “initial shareholders”) have agreed (a) to vote their Founder Shares (as defined in Note 5), the ordinary shares included in the Private Units (the “Private Shares”) and any Public Shares purchased during or after the Initial Public Offering in favor of a Business Combination, (b) not to propose an amendment to the Company’s Memorandum and Articles of Association with respect to the Company’s pre -Business -Business Founder Shares and Private Units (including underlying securities) shall not participate in any liquidating distributions upon winding up if a Business Combination is not consummated. However, the initial shareholders will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares purchased during or after the Initial Public Offering if the Company fails to complete its Business Combination. Prior to the amendment and restatement of the Articles of Association, the Company had 12 months from the closing of its Initial Public Offering (or until June 25, 2021) to consummate a Business Combination. However, if the Company was not able to consummate a Business Combination by June 25, 2021, the Company could extend the period of time to consummate a Business Combination up to three times, each by an additional three months (for a total of 21 months to complete a Business Combination (the “Combination Period”). In order to extend the time available for the Company to consummate a Business Combination, the Sponsor or its affiliate or designees were required to deposit into the Trust Account $460,000 or $0.10 per Unit, up to an aggregate amount of $1,380,000, or $0.30 per Unit, on or prior to the date of the applicable deadline, for each three months. As of the date of this report, the Company was not able to consummate a Business Combination, and extended the period time to consummate a Business Combination four times. Accordingly, the Sponsor made the first deposit of $460,000 on June 22, 2021, the second deposit of $460,000 on September 20, 2021, the third deposit of $460,000 on December 23, 2021 to extend the period of time to consummate its initial business combination by total 13 months from June 25, 2021 until March 23, 2022. On March 18, 2022, the shareholders of the Company approved the extension of the period of time the Company has to consummate its initial business combination by a further four months, or until July 23, 2022. In connection with the approval of the extension, shareholders elected to redeem an aggregate amount of 633,792 ordinary shares. As a result, an aggregate amount of $6,529,259 (or approximately $10.30 per share) was released from the Trust Account to pay such shareholders. The Sponsor deposited a net amount of $634,594 into the Trust Account, representing $0.16 per public ordinary share that was not redeemed in connection with the shareholder vote to approve the extension. The sponsor initially deposited $736,000 and $101,406 was returned to the Sponsor on March 28, 2022 due to the fact that the shareholders elected to redeem an aggregate amount of 633,792 -up -up an aggregate amount of $1,706,347, or approximately $10.72 per share. On February 23, 2023, Nukkleus deposited $32,500 into the Trust Account, representing $0.08 per public ordinary share that was not redeemed in connection with extending the business combination completion window until March 23, 2023. If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than five business days thereafter, redeem 100% of the outstanding Public Shares, at a per -share The Sponsor has agreed that it will be liable to the Company, if and to the extent any claims by a vendor for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amounts in the Trust Account to below $10.00 per share, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). In the event that an executed waiver 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 and Management’s Plan As of December 31, 2022, the Company had $55,789 cash held in its operating bank account and working capital deficit (excluding cash held in Trust Account) of $1,229,096. The Company has incurred and expects to continue to incur significant costs in pursuit of its acquisition plans and will not generate any operating revenues until after the completion of its initial business combination. In addition, the Company expects to have negative cash flows from operations as it pursues an initial business combination target. In connection with the Company’s assessment of going concern considerations in accordance with Accounting Standards Update (“ASU”) 2014 -15 Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern The Company may raise additional capital through loans or additional investments from the Sponsor or its shareholders, officers, directors, or third parties. The Company’s officers and directors and the Sponsor may, but are not obligated to (except as described above), loan the Company funds, from time to time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s working capital needs. While the Company expects to have sufficient access to additional sources of capital if necessary, there is no current commitment on the part of any financing source to provide additional capital and no assurances can be provided that such additional capital will ultimately be available. These conditions raise substantial doubt about the Company’s ability to continue as a going concern for a period of time within one year after the date that the financial statements are issued. There is no assurance that the Company’s plans to raise additional capital (to the extent ultimately necessary) or to consummate a Business Combination will be successful or successful within the Combination Period. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. As is customary for a special purpose acquisition company, if the Company is not able to consummate a Business Combination during the Combination Period, it will cease all operations and redeem the Public Shares. Management plans to continue its efforts to consummate a Business Combination during the Combination Period, which is before March 23, 2023 (or April 23, 2023 if further extended by placing $32,500 into the Trust Account). Risks and Uncertainties Management continues to evaluate the impact of the COVID -19 Additionally, as a result of the military action commenced in February 2022 by the Russian Federation and Belarus in the country of Ukraine and related economic sanctions, the Company’s ability to consummate a Business Combination, or the operations of a target business with which the Company ultimately consummates a Business Combination, may be materially and adversely affected. In addition, the Company’s ability to consummate a transaction may be dependent on the ability to raise equity and debt financing which may be impacted by these events, including as a result of increased market volatility, or decreased market liquidity in third -party Proposed Business Combination — Nukkleus Inc. On February 22, 2022, the Company entered into an Agreement and Plan of Merger (as it may be amended, supplemented or otherwise modified from time to time, the “Merger Agreement”), by and among the Company and Nukkleus Inc., a Delaware corporation (“Nukkleus”). Upon consummation of the transactions contemplated by the Merger Agreement, Nukkleus would become the Nasdaq -listed The transactions contemplated by the Merger Agreement, are hereinafter referred to as the “Business Combination.” The Merger Agreement and the transactions contemplated thereby have been approved by the boards of directors of each of Brilliant and Nukkleus. | ||
Nukkleus Inc.[Member] | ||||
Description of Organization and Business Operations [Line Items] | ||||
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | NOTE 1 — THE COMPANY HISTORY AND NATURE OF THE BUSINESS Nukkleus Inc. (f/k/a Compliance & Risk Management Solutions Inc.) (“Nukkleus” or the “Company”) was formed on July 29, 2013 in the State of Delaware as a for -profit The Company is a financial technology company which is focused on providing software and technology solutions for the worldwide retail foreign exchange (“FX”) trading industry. The Company primarily provides its software, technology, customer sales and marketing and risk management technology hardware and software solutions package to Triton Capital Markets Ltd. (“TCM”), formerly known as FXDD Malta Limited (“FXDD Malta”). The FXDD brand (e.g., see FXDD.com) is the brand utilized in the retail forex trading industry by TCM. Nukkleus Limited, a wholly -owned In addition, in order to appropriately service TCM, Nukkleus Limited entered into a GSA with FXDirectDealer LLC (“FXDIRECT”), which provides that Nukkleus Limited will pay FXDIRECT a minimum of $1,575,000 per month in consideration of providing personnel engaged in operational and technical support, marketing, sales support, accounting, risk monitoring, documentation processing and customer care and support. Effective May 1, 2023, the minimum amount payable by Nukkleus Limited to FXDIRECT for services was reduced from $1,575,000 per month to $1,550,000 per month. FXDIRECT may terminate this agreement upon providing 90 days’ written notice. Currency Mountain Holdings LLC is the sole shareholder of FXDIRECT. Max Q is the majority shareholder of Currency Mountain Holdings LLC. In July 2018, the Company incorporated Nukkleus Malta Holding Ltd., which is a wholly -owned On August 27, 2020, the Company renamed Nukkleus Exchange Malta Ltd. to Markets Direct Technology Group Ltd (“MDTG”). MDTG manages the technology and Internet Protocol (“IP”) behind the Markets Direct brand (which is operated by TCM). MDTG holds all the IP addresses and all the software licenses in its name, and it holds all the IP rights to the brands such as Markets Direct and TCM. MDTG then leases out the rights to use these names/brands licenses to the appropriate entities. In fiscal year 2021, the Company completed its acquisition of Match Financial Limited, a private limited company formed in England and Wales (“Match”) and its subsidiaries. Match, through its Digital RFQ Limited (“Digital RFQ”) subsidiary, is engaged in providing payment services from one fiat currency to another or to digital assets. On October 20, 2021, the Company and the shareholders (the “Original Shareholders”) of Jacobi Asset Management Holdings Limited (“Jacobi”) entered into a Purchase and Sale Agreement (the “Jacobi Agreement”) pursuant to which the Company agreed to acquire 5.0% of the issued and outstanding ordinary shares of Jacobi in consideration of 20,000,000 shares of common stock of the Company (the “Jacobi Transaction”). On December 15, 2021, the Company, the Original Shareholders and the shareholders of Jacobi that were assigned their interest in Jacobi by the Original Shareholders (the “New Jacobi Shareholders”) entered into an Amendment to Stock Purchase Agreement agreeing that the Jacobi Transaction will be entered between the Company and the New Jacobi Shareholders. The Jacobi Transaction closed on December 15, 2021. Jacobi is a company focused on digital asset management that has received regulatory approval to launch the world’s first tier one Bitcoin exchange -traded -party -K On December 30, 2021, the Company and the shareholder (the “Digiclear Shareholder”) of Digiclear Ltd. (“Digiclear”) entered into a Purchase and Sale Agreement (the “Digiclear Agreement”) pursuant to which the Company agreed to acquire 5,400,000 of the issued and outstanding ordinary shares of Digiclear in consideration of 15,151,515 shares of common stock of the Company (valued at $5,000,000 based on the market price of the Company’s common stock on the acquisition date) (the “Digiclear Transaction”). In addition to, if and when the Company is acquired by a Special Purpose Acquisition Company (“SPAC”), the Company will fund and capitalize Digiclear with a minimum of $1,000,000 operating capital in exchange for 4.545% of additional shares of Digiclear’s capital stock. Digiclear shall retain the right to unwind the transaction and to have the Company return the 5,400,000 ordinary shares of Digiclear share in return for Digiclear returning to the Company the 15,151,515 of Company common shares. Digiclear can only unwind the transaction if the Company is no longer under contract to be acquired by a SPAC (See Note 15 — Merger). The Digiclear Transaction closed on March 17, 2022. Digiclear is a company developing a custody and settlement utility operating system. Liquidity and capital resources Liquidity is the ability of a company to generate funds to support its current and future operations, satisfy its obligations and otherwise operate on an ongoing basis. At June 30, 2023 and September 30, 2022, the Company had cash of $142,341 and $364,023, respectively, exclusive of customer custodial cash. The unaudited condensed consolidated financial statements have been prepared using accounting principles generally accepted in the United States of America applicable for a going concern, which assumes that the Company will realize its assets and discharge its liabilities in the ordinary course of business. The Company had a working capital deficit of approximately $4,955,000 at June 30, 2023 and incurred a net loss and generated negative cash flow from operating activities of approximately $3,149,000 and $627,000 for the nine months ended June 30, 2023, respectively. These are indicators of substantial doubt as to the Company’s ability to continue as a going concern for at least one year from issuance of these financial statements. The Company’s ability to continue as a going concern is dependent upon the management of expenses and ability to obtain necessary financing to meet its obligations and pay its liabilities arising from normal business operations when they come due, and upon profitable operations. The Company cannot be certain that such necessary capital through equity or debt financings will be available to it or whether such capital will be available on terms that are acceptable to it. Any such financing likely would be dilutive to existing stockholders and could result in significant financial operating covenants that would negatively impact the Company business. In the event that there are any unforeseen delays or obstacles in obtaining funds through the aforementioned sources, TCM, which is wholly -owned -owned Based on the foregoing, management believes that its current financial resources, as of the date of the issuance of these financial statements, are sufficient to fund its current twelve -month | NOTE 1 — THE COMPANY HISTORY AND NATURE OF THE BUSINESS Nukkleus Inc. (f/k/a Compliance & Risk Management Solutions Inc.) (“Nukkleus” or the “Company”) was formed on July 29, 2013 in the State of Delaware as a for -profit The Company is a financial technology company which is focused on providing software and technology solutions for the worldwide retail foreign exchange (“FX”) trading industry. The Company primarily provides its software, technology, customer sales and marketing and risk management technology hardware and software solutions package to Triton Capital Markets Ltd. (“TCM”), formerly known as FXDD Malta Limited (“FXDD Malta”). The FXDD brand (e.g., see FXDD.com) is the brand utilized in the retail forex trading industry by TCM. Nukkleus Limited, a wholly -owned In addition, in order to appropriately service TCM, Nukkleus Limited entered into a GSA with FXDirectDealer LLC (“FXDIRECT”), which provides that Nukkleus Limited will pay FXDIRECT a minimum of $1,575,000 per month in consideration of providing personnel engaged in operational and technical support, marketing, sales support, accounting, risk monitoring, documentation processing and customer care and support. FXDIRECT may terminate this agreement upon providing 90 days’ written notice. Currency Mountain Holdings LLC is the sole shareholder of FXDIRECT. Max Q is the majority shareholder of Currency Mountain Holdings LLC. In July 2018, the Company incorporated Nukkleus Malta Holding Ltd., which is a wholly -owned On August 27, 2020, the Company renamed Nukkleus Exchange Malta Ltd. to Markets Direct Technology Group Ltd (“MDTG”). MDTG manages the technology and Internet Protocol (“IP”) behind the Markets Direct brand (which is operated by TCM). MDTG holds all the IP addresses and all the software licenses in its name, and it holds all the IP rights to the brands such as Markets Direct and TCM. MDTG then leases out the rights to use these names/brands licenses to the appropriate entities. In fiscal year 2021, the Company completed its acquisition of Match Financial Limited, a private limited company formed in England and Wales (“Match”) and its subsidiaries. Match, through its Digital RFQ Limited (“Digital RFQ”) subsidiary, is engaged in providing payment services from one fiat currency to another or to digital assets. On October 20, 2021, the Company and the shareholders (the “Original Shareholders”) of Jacobi Asset Management Holdings Limited (“Jacobi”) entered into a Purchase and Sale Agreement (the “Jacobi Agreement”) pursuant to which the Company agreed to acquire 5.0% of the issued and outstanding ordinary shares of Jacobi in consideration of 20,000,000 shares of common stock of the Company (the “Jacobi Transaction”). On December 15, 2021, the Company, the Original Shareholders and the shareholders of Jacobi that were assigned their interest in Jacobi by the Original Shareholders (the “New Jacobi Shareholders”) entered into an Amendment to Stock Purchase Agreement agreeing that the Jacobi Transaction will be entered between the Company and the New Jacobi Shareholders. The Jacobi Transaction closed on December 15, 2021. Jacobi is a company focused on digital asset management that has received regulatory approval to launch the world’s first tier one Bitcoin exchange -traded (“ETF”). Jamal Khurshid and Nicholas Gregory own, directly and indirectly, approximately 40% and 10% of Jacobi, respectively. Jamal Khurshid is the Company’s chief operating officer and director and Nicholas Gregory is the Company’s director. The transactions contemplated by the Jacobi Agreement constituted a “related -party -K On December 30, 2021, the Company and the shareholder (the “Digiclear Shareholder”) of Digiclear Ltd. (“Digiclear”) entered into a Purchase and Sale Agreement (the “Digiclear Agreement”) pursuant to which the Company agreed to acquire 5,400,000 of the issued and outstanding ordinary shares of Digiclear in consideration of 15,151,515 Liquidity and capital resources Liquidity is the ability of a company to generate funds to support its current and future operations, satisfy its obligations and otherwise operate on an ongoing basis. At September 30, 2022 and 2021, the Company had cash of $364,023 and $403,771, respectively, exclusive of customer custodial cash. The consolidated financial statements have been prepared using accounting principles generally accepted in the United States of America applicable for a going concern, which assumes that the Company will realize its assets and discharge its liabilities in the ordinary course of business. The Company incurred a net loss for the year ended September 30, 2022 of $11,845,657 and had a working capital deficit of $3,786,525 at September 30, 2022. These are indicators of substantial doubt as to the Company’s ability to continue as a going concern for at least one year from issuance of these financial statements. The Company’s ability to continue as a going concern is dependent upon the management of expenses and ability to obtain necessary financing to meet its obligations and pay its liabilities arising from normal business operations when they come due, and upon profitable operations. The Company cannot be certain that such necessary capital through equity or debt financings will be available to it or whether such capital will be available on terms that are acceptable to it. Any such financing likely would be dilutive to existing stockholders and could result in significant financial operating covenants that would negatively impact the Company business. In the event that there are any unforeseen delays or obstacles in obtaining funds through the aforementioned sources, TCM, which is wholly -owned -owned Based on the foregoing, management believes that its current financial resources, as of the date of the issuance of these financial statements, are sufficient to fund its current twelve -month |
Basis of Presentation and Princ
Basis of Presentation and Principles of Consolidation | 9 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Sep. 30, 2022 | |
Nukkleus Inc.[Member] | ||
Basis of Presentation and Principles of Consolidation [Line Items] | ||
BASIS OF PRESENTATION AND PRINCIPLES OF CONSOLIDATION | NOTE 2 — BASIS OF PRESENTATION AND PRINCIPLES OF CONSOLIDATION These interim condensed consolidated financial statements of the Company and its subsidiaries are unaudited. In the opinion of management, all adjustments (consisting of normal recurring accruals) and disclosures necessary for a fair presentation of these interim condensed consolidated financial statements have been included. The results reported in the unaudited condensed consolidated financial statements for any interim periods are not necessarily indicative of the results that may be reported for the entire year. The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission and do not include all information and footnotes necessary for a complete presentation of financial statements in conformity with accounting principles generally accepted in the United States of America (U.S. GAAP). The Company’s unaudited condensed consolidated financial statements include the accounts of the Company and its consolidated subsidiaries. These accounts were prepared under the accrual basis of accounting. All significant intercompany accounts and transactions have been eliminated in consolidation. Certain information and footnote disclosures normally included in the annual consolidated financial statements prepared in accordance with U.S. GAAP have been condensed or omitted. These unaudited condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10 -K | NOTE 2 — BASIS OF PRESENTATION AND PRINCIPLES OF CONSOLIDATION The accompanying consolidated financial statements and related notes have been prepared in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP) and with the rules and regulations of the U.S. Securities and Exchange Commission for financial information. The Company’s consolidated financial statements include the accounts of the Company and its consolidated subsidiaries. These accounts were prepared under the accrual basis of accounting. All intercompany accounts and transactions have been eliminated in consolidation. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended | 9 Months Ended | 12 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2023 | Dec. 31, 2022 | Sep. 30, 2022 | |
Accounting Policies [Abstract] | ||||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to the Quarterly Report on Form 10 -Q -X The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the Company’s Annual Report on Form 10 -K -K Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes -Oxley 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 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 and the reported amounts of income and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the warrant liabilities. Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short -term -cash -cash Marketable securities held in Trust Account As of June 30, 2023 and December 31, 2022, substantially all of the assets held in the Trust Account were held in cash. The Company had nil Ordinary Shares Subject to Possible Redemption The Company accounts for its ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480. Conditionally redeemable ordinary share (including ordinary share that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, ordinary share is classified as stockholders’ equity. The Company’s Public Shares feature contains certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, Public Shares subject to possible redemption are classified as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet on March 28, 2022, an aggregate amount of 633,792 shares were redeemed in connection with the Special Meeting. On July 7, 2022, an aggregate amount of 1,025,281 shares were redeemed in connection with the Special Meeting. On October 17, 2022, an aggregate amount of 2,375,991 shares were redeemed in connection with the Special Meeting. On January 19, 2023, an aggregate amount of 159,203 shares were redeemed in connection with the Special Meeting. On April 20, 2023, an aggregate amount of 258 shares were redeemed in connection with the Special Meeting. Accordingly, 405,475 and 564,936 shares of Public Shares subject to possible redemption are presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet as of June 30, 2023 and December 31, 2022, respectively. The Public Shares subject to possible redemption are subject to the subsequent measurement guidance in ASC Topic 480 -10-S99 As of June 30, 2023 and December 31, 2022, the ordinary shares reflected in the balance sheets is reconciled in the following table: Ordinary shares subject to possible redemption as of January 1, 2022 $ 47,387,687 Less: Redemption of 633,792 shares (6,529,259 ) Less: Redemption of 1,025,281 shares (10,742,905 ) Less: Redemption of 2,375,991 shares (25,180,851 ) Add: Accretion of carrying value to redemption value 64,950 Add: Reclassification of temporary equity 1,055,394 Ordinary shares subject to possible redemption as of December 31, 2022 $ 6,055,016 Less: Redemption of 159,203 shares (1,706,347 ) Less: Redemption of 258 shares (2,821 ) Add: Reclassification of temporary equity 183,700 Ordinary shares subject to possible redemption as of June 30, 2023 $ 4,529,548 Income Taxes The Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions 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 Company is considered to be an exempted British Virgin Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the British Virgin Islands or the United States. Net Loss Per Ordinary Share Net loss per share is computed by dividing net Loss by the weighted average number of ordinary shares outstanding during the period, excluding ordinary shares subject to forfeiture. The redeemable ordinary shares are included in the denominator of the EPS calculation reflecting a single class of common shares. This is because the redemption feature for all of the ordinary shares is at fair value, and therefore it does not create a different class of shares or other EPS adjustment (i.e. no adjustment to the numerator). The redemption at fair value does not represent an economic benefit to the holders that is different from what is received by other shareholders, because the shares could be sold on the open market. Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Net loss $ (122,363 ) $ (35,544 ) $ (342,866 ) $ (495,826 ) Weighted average shares outstanding, basic and diluted 1,915,531 5,477,208 1,932,251 5,755,372 Basic and diluted net loss per ordinary share $ (0.06 ) $ (0.01 ) $ (0.18 ) $ (0.09 ) 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. Financial Instruments The Company analyses all financial instruments with features of both liabilities and equity under ASC Topic 480 “Distinguishing Liabilities from Equity” and ASC Topic 815 “Derivatives and Hedging”. Pursuant to its Initial Public Offering, the Company sold 4,600,000 Units (including underwriters’ full exercise over -allotment Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying balance sheets, primarily due to their short -term Derivative Warrant Liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. Management evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815 -15 -assessed -10 The Company sold 261,000 Private Warrants in connection with its Initial Public Offering (“Liability Warrant”) (see Note 4). All of the Company’s outstanding Liability Warrants are recognized as derivative liabilities in accordance with ASC 815 -40 -measurement Recently Issued Accounting Standards In August 2020, the FASB issued ASU No. 2020 -06 -20 -40 -06 -linked -06 Other than the above, there are no other recently issued accounting standards which are applicable to the Company. | NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying financial statements are presented in U.S. Dollars and 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 auditor 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 and the reported amounts of income and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the warrant liabilities. Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short -term -cash -cash Marketable securities held in Trust Account As of December 31, 2022 substantially all of the assets held in the Trust Account were held in cash, and as of December 31, 2021, substantially all of the assets held in the Trust Account were held in money market funds, which primarily invested in U.S. Treasury Bills. The Company had nil Ordinary Shares Subject to Possible Redemption The Company accounts for its ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480. Conditionally redeemable ordinary share (including ordinary share that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, ordinary share is classified as stockholders’ equity. The Company’s Public Shares feature contains certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, Public Shares subject to possible redemption are classified as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet on March 28, 2022, an aggregate amount of 633,792 Special Meeting. On July 7, 2022, an aggregate amount of 1,025,281 The Public Shares subject to possible redemption are subject to the subsequent measurement guidance in ASC Topic 480 -10-S99 For the year ended December 31, 2022 and 2021, the ordinary shares reflected in the balance sheets is reconciled in the following table: Ordinary shares subject to possible redemption as of January 1, 2021 $ 46,000,000 Add: Accretion of carrying value to redemption value 7,687 Add: Reclassification of temporary equity 1,380,000 Ordinary shares subject to possible redemption as of December 31, 2021 $ 47,387,687 Less: Redemption of 633,792 shares (6,529,259 ) Less: Redemption of 1,025,281 shares (10,742,905 ) Less: Redemption of 2,375,991 shares (25,180,851 ) Add: Accretion of carrying value to redemption value 64,950 Add: Reclassification of temporary equity 1,055,394 Ordinary shares subject to possible redemption as of December 31, 2022 $ 6,055,016 Income Taxes The Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions 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 Company is considered to be an exempted British Virgin Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the British Virgin Islands or the United States. Net Loss Per Ordinary Share Net loss per share is computed by dividing net Loss by the weighted average number of ordinary shares outstanding during the period, excluding ordinary shares subject to forfeiture. The redeemable ordinary shares are included in the denominator of the EPS calculation reflecting a single class of common shares. This is because the redemption feature for all of the ordinary shares is at fair value, and therefore it does not create a different class of shares or other EPS adjustment (i.e. no adjustment to the numerator). The redemption at fair value does not represent an economic benefit to the holders that is different from what is received by other shareholders, because the shares could be sold on the open market. Years Ended 2022 2021 Net loss $ (967,614 ) $ (599,127 ) Weighted average shares outstanding, basic and diluted 4,636,222 6,111,000 Basic and diluted net loss per ordinary share $ (0.21 ) $ (0.10 ) 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. Financial Instruments The Company analyses all financial instruments with features of both liabilities and equity under ASC Topic 480 “Distinguishing Liabilities from Equity” and ASC Topic 815 “Derivatives and Hedging”. Pursuant to its Initial Public Offering, the Company sold 4,600,000 Units (including underwriters’ full exercise over -allotment Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying balance sheets, primarily due to their short -term Derivative Warrant Liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. Management evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815 -15 -assessed -10 The Company sold 261,000 Private Warrants in connection to its Initial Public Offering (“Liability Warrant”) (see Note 4). All of the Company’s outstanding Liability Warrants are recognized as derivative liabilities in accordance with ASC 815 -40 -measurement Recently Issued Accounting Standards In August 2020, the FASB issued ASU No. 2020 -06 -20 -40 -06 -linked -06 Other than the above, there are no other recently issued accounting standards which are applicable to the Company. | ||
Nukkleus Inc.[Member] | ||||
Accounting Policies [Abstract] | ||||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 3 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Use of estimates The preparation of the unaudited condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Changes in these estimates and assumptions may have a material impact on the unaudited condensed consolidated financial statements and accompanying notes. 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. Significant estimates during the three and nine months ended June 30, 2023 and 2022 include the useful life of intangible assets, assumptions used in assessing impairment of long -term -based Cash and cash equivalents At June 30, 2023 and September 30, 2022, the Company’s cash balances by geographic area were as follows: Country: June 30, 2023 September 30, 2022 United States $ 74,396 52.3 % $ 47,860 13.1 % United Kingdom 65,636 46.1 % 315,989 86.8 % Lithuania 2,135 1.5 % — — Malta 174 0.1 % 174 0.1 % Total cash $ 142,341 100.0 % $ 364,023 100.0 % For purposes of the unaudited condensed consolidated statements of cash flows, the Company considers all highly liquid instruments with a maturity of three months or less when purchased and money market accounts to be cash equivalents. The Company had no cash equivalents at June 30, 2023 and September 30, 2022. Cash and cash equivalents excludes customer legal tender, which is reported separately as Customer custodial cash in the accompanying condensed consolidated balance sheets. Refer to “customer custodial cash and customer custodial cash liabilities” below for further details. Customer custodial cash and customer custodial cash liabilities Customer custodial cash represents cash and cash equivalents maintained in Company bank accounts that are controlled by the Company but held for the benefit of customers. Customer custodial cash liabilities represent these cash deposits to be utilized for its contractual obligations to its customers. The Company classifies the assets as current based on their purpose and availability to fulfill the Company’s direct obligations to its customers. Customer digital currency assets and liabilities At certain times, Digital RFQ’s customers’ funds that Digital RFQ uses to make payments on behalf of its customers, remain in the form of digital assets in its customers’ wallets at its digital asset trading platforms awaiting final conversion and/or transfer to the customer’s payment final destination. These indirectly held digital assets, may consist of USDT (Stablecoin), Bitcoin, and Ethereum (collectively, “Customer digital currency assets”). Digital RFQ maintains the internal recordkeeping of its customer digital currency assets, including the amount and type of digital asset owned by each of its customers. Digital RFQ has control of the private keys and knows the balances of all wallets with its digital asset trading platforms in order to be able to successfully carry out the movement of digital assets for its client payment instruction. As part of its customer payment instruction, Digital RFQ can execute withdrawals on the wallets in its digital asset trading platforms. Management has determined that Digital RFQ has control of the customer digital currency assets and records these assets on its balance sheet with a corresponding liability. Digital RFQ recognizes customer digital currency liabilities and corresponding customer digital currency assets, on initial recognition and at each reporting date, at fair value of the customer digital currency assets. Subsequent changes in fair value are adjusted to the carrying amount of these customer digital currency assets, with changes in fair value recorded in other general and administrative expense in the unaudited condensed consolidated statements of operations and comprehensive loss. Any loss, theft, or other misuse would impact the measurement of customer digital currency assets. The Company classifies the customer digital currency assets as current based on their purpose and availability to fulfill the Company’s direct obligations to its customers. Fair value of financial instruments and fair value measurements The Company adopted the guidance of Accounting Standards Codification (“ASC”) 820 for fair value measurements which clarifies the definition of fair value, prescribes methods for measuring fair value, and establishes a fair value hierarchy to classify the inputs used in measuring fair value as follows: • • • The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying unaudited condensed consolidated financial statements, primarily due to their short -term Assets and liabilities measured at fair value on a recurring basis. As of June 30, 2023, the Company did not have any customer digital currency assets and liabilities. The following table provides these assets and liabilities carried at fair value, measured as of September 30, 2022: Quoted Significant Significant Balance at Customer digital currency assets $ — $ 248,214 $ — $ 248,214 Customer digital currency liabilities $ — $ 248,214 $ — $ 248,214 Customer digital currency assets and liabilities represent the Company’s obligation to safeguard customers’ digital assets. Accordingly, the Company has valued the assets and liabilities using quoted market prices for the underlying digital assets which is based on Level 2 inputs. ASC 825 -10 -by-instrument Credit risk and uncertainties The ramifications of the outbreak of the novel strain of COVID -19 -19 The Company is operating in a rapidly changing environment so the extent to which COVID -19 The Company maintains a portion of its cash in bank and financial institution deposits within U.S. that at times may exceed federally -insured -insured We may maintain our cash assets at financial institutions in the U.S. in amounts that may be in excess of the Federal Deposit Insurance Corporation (“FDIC”) insurance limit of $250,000. Actual events involving limited liquidity, defaults, non -performance market -wide -performance Financial instruments which potentially subject the Company to concentrations of credit risk consist principally of trade accounts receivable. A portion of the Company’s sales are credit sales which is to the customer whose ability to pay is dependent upon the industry economics prevailing in these areas; however, concentrations of credit risk with respect to trade accounts receivable is limited due to short -term Digital assets The digital assets held by the Company are accounted for as intangible assets with indefinite useful lives, and are initially measured at cost. Digital assets accounted for as intangible assets are subject to impairment losses if the fair value of digital assets decreases below the carrying value at any time during the period. The fair value is measured using the quoted price of the digital asset at the time its fair value is being measured. Impairment expense is reflected in other general and administrative expense in the unaudited condensed consolidated statements of operations and comprehensive loss. The Company assigns costs to transactions on a first -in -out Other current assets Other current assets primarily consist of security deposit and prepaid listing fees. As of June 30, 2023 and September 30, 2022, other current assets amounted to $52,703 and $15,617, respectively. Revenue recognition The Company determines revenue recognition from contracts with customers through the following steps: • • • • • Revenue is recognized when control of the promised goods or services is transferred to the customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services. The Company’s revenues are derived from providing: • the GSA. The Company recognizes the full contracted amount each period with no deferred revenue. The nature of the performance obligation is to provide the specified goods or services directly to the customer. The Company engages another party to satisfy the performance obligation on its behalf. The Company’s performance obligation is not to arrange for the provision of the specified good or service by another party. The Company is primarily responsible for fulfilling the promise to provide the specified good or service. Therefore, the Company is deemed to be a principal in the transaction and recognizes revenue for that performance obligation. The Company is a financial technology company which is focused on providing software and technology solutions for the worldwide retail foreign exchange (“FX”) trading industry. Under a GSA, the Company is contractually obligated to provide for the fulfillment software, technology, customer sales and marketing and risk management technology hardware and software solutions package to TCM. The Company provides these services, obtained from affiliate service provider FXDirect Dealer, LLC which is under common ownership, and controls the services of its service provider necessary to legally transfer of the services to TCM. Consequently, the Company is defined as the principal in the transaction. The Company, as principal, satisfies its obligation by providing ongoing service support enabling TCM to conduct its retail FX business without interruption. Upon satisfaction of its obligation, the Company recognizes revenue in the gross amount of consideration it is entitled to receive. The monthly GSA price is calculated by applying the Company’s 1.6% mark -up • -conversion -conversion -trade -trade Disaggregation of revenues The Company’s revenues stream detail are as follows: Revenue Stream Revenue Stream Detail General support services Providing software, technology, customer sales and marketing and risk management technology hardware and software solutions package under a GSA to a related party Financial services Providing payment services from one fiat currency to another or to digital assets In the following table, revenues are disaggregated by segment for the three and nine months ended June 30, 2023 and 2022: Three Months Ended Nine Months Ended Revenue Stream 2023 2022 2023 2022 General support services $ 4,800,000 $ 4,800,000 $ 14,400,000 $ 14,400,000 Financial services 412,056 352,192 1,822,388 970,224 Total revenues $ 5,212,056 $ 5,152,192 $ 16,222,388 $ 15,370,224 Cost method investment Investment in which the Company does not have the ability to exercise significant influence over operating and financial matters are accounted for using the cost method. Under the cost method, investment is recorded at cost, with gains and losses recognized as of the sale date, and income recorded when received. The Company periodically evaluates its cost method investment for impairment due to decline considered to be other than temporary. If the Company determines that a decline in fair value is other than temporary, then a charge to earnings is recorded in “Other (expense) income” in the accompanying unaudited condensed consolidated statements of operations and comprehensive loss, and a new basis in the investment is established. No impairment expense was recorded for the three and nine months ended June 30, 2023 and 2022. Intangible assets Intangible assets consist of trade names, regulatory licenses, technology and software, which are being amortized on a straight -line Impairment of long-lived assets In accordance with ASC Topic 360, the Company reviews long -lived -lived Advertising and marketing costs All costs related to advertising and marketing are expensed as incurred. For the three months ended June 30, 2023 and 2022, advertising and marketing costs amounted to $1,670 and $147,177, respectively, which was included in operating expenses on the accompanying unaudited condensed consolidated statements of operations and comprehensive loss. For the nine months ended June 30, 2023 and 2022, advertising and marketing costs amounted to $51,087 and $345,826, respectively, which is included in operating expenses on the accompanying unaudited condensed consolidated statements of operations and comprehensive loss. Stock-based compensation The Company measures and recognizes compensation expense for all stock -based -employees -Scholes -pricing For non -employee -based Income taxes The Company accounts for income taxes pursuant to Financial Accounting Standards Board (“FASB”) ASC 740, Income Taxes. Deferred tax assets and liabilities are determined based on temporary differences between the bases of certain assets and liabilities for income tax and financial reporting purposes. The deferred tax assets and liabilities are classified according to the financial statement classification of the assets and liabilities generating the differences. The Company maintains a valuation allowance with respect to deferred tax assets. The Company establishes a valuation allowance based upon the potential likelihood of realizing the deferred tax asset and taking into consideration the Company’s financial position and results of operations for the current period. Future realization of the deferred tax benefit depends on the existence of sufficient taxable income within the carry -forward The Company follows the provisions of FASB ASC 740 -10 -10 -likely-than-not Foreign currency translation The reporting currency of the Company is U.S. Dollars. The functional currency of the parent company, Nukkleus Inc., Nukkleus Limited, Nukkleus Malta Holding Ltd. and its subsidiaries, is the U.S. dollar, the functional currency of Match Financial Limited and its subsidiary, Digital RFQ, is the British Pound (“GBP”), the functional currency of Digital RFQ’s subsidiary, DRFQ Europe UAB, is Euro, and the functional currency of Digital RFQ’s subsidiary, DRFQ Pay North America, is CAD. Monetary assets and liabilities denominated in currencies other than the reporting currency are translated into the reporting currency at the rates of exchange prevailing at the balance sheet date. Revenue and expenses are translated using average rates during each reporting period, and stockholders’ equity is translated at historical exchange rates. Cash flows are also translated at average translation rates for the periods, therefore, amounts reported on the statements of cash flows will not necessarily agree with changes in the corresponding balances on the balance sheets. Translation adjustments resulting from the process of translating the local currency financial statements into U.S. dollars are included in determining comprehensive income/loss. Transactions denominated in foreign currencies are translated into the functional currency at the exchange rates prevailing on the transaction dates. Assets and liabilities denominated in foreign currencies are translated into the functional currency at the exchange rates prevailing at the balance sheet date with any transaction gains and losses that arise from exchange rate fluctuations on transactions denominated in a currency other than the functional currency are included in the results of operations as incurred. Most of the Company’s revenue transactions are transacted in the functional currency of the Company. The Company does not enter into any material transaction in foreign currencies. Transaction gains or losses have not had, and are not expected to have, a material effect on the results of operations of the Company. Asset and liability accounts at June 30, 2023 and September 30, 2022 were translated at 0.7867 GBP and 0.8987 GBP to $1.00, respectively, which were the exchange rates on the balance sheet dates. Asset and liability accounts at June 30, 2023 and September 30, 2022 were translated at 0.9162 EUR and 1.0221 EUR to $1.00, respectively, which were the exchange rates on the balance sheet dates. Asset and liability accounts at June 30, 2023 were translated at 1.3235 CAD to $1.00, which was the exchange rate on the balance sheet date. Equity accounts were stated at their historical rates. The average translation rate applied to the statement of operations for the nine months ended June 30, 2023 and 2022 was 0.8249 GBP and 0.7615 GBP to $1.00, respectively. The average translation rate applied to the statement of operations for the nine months ended June 30, 2023 was 0.9429 EUR to $1.00. The average translation rate applied to the statement of operations for the period from February 18, 2023 through June 30, 2023 was 1.3516 CAD to $1.00. Cash flows from the Company’s operations are calculated based upon the local currencies using the average translation rate. Comprehensive loss Comprehensive loss is comprised of net loss and all changes to the statements of equity, except those due to investments by stockholders, changes in paid -in Segment reporting The Company uses “the management approach” in determining reportable operating segments. The management approach considers the internal organization and reporting used by the Company’s chief operating decision maker for making operating decisions and assessing performance as the source for determining the Company’s reportable segments. The Company’s chief operating decision maker is its Chief Executive Officer (“CEO”), who reviews operating results to make decisions about allocating resources and assessing performance for the entire company. The Company has determined that it has two reportable business segments: general support services segment and financial services segment. These reportable segments offer different types of services and products, have different types of revenue, and are managed separately as each requires different operating strategies and management expertise. Per share data ASC Topic 260, Earnings per Share, requires presentation of both basic and diluted earnings per share (“EPS”) with a reconciliation of the numerator and denominator of the basic EPS computation to the numerator and denominator of the diluted EPS computation. Basic EPS excludes dilution. Diluted EPS reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the earnings of the entity. Basic net earnings per share are computed by dividing net earnings available to common stockholders by the weighted average number of shares of common stock outstanding during the period. Diluted net earnings per share is computed by dividing net earnings applicable to common stockholders by the weighted average number of shares of common stock, common stock equivalents and potentially dilutive securities outstanding during each period. For the three and nine months ended June 30, 2023 and 2022, potentially dilutive common shares consist of the common shares issuable upon the exercise of common stock options (using the treasury stock method). Common stock equivalents are not included in the calculation of diluted net loss per share if their effect would be anti -dilutive -dilutive The following table summarizes the securities that were excluded from the diluted per share calculation because the effect of including these potential shares was antidilutive: Three Months Ended Nine Months Ended 2023 2022 2023 2022 Stock options 4,350,000 5,850,000 5,850,000 5,850,000 Potentially dilutive security 4,350,000 5,850,000 5,850,000 5,850,000 Reclassification Certain prior period amounts have been reclassified to conform to the current period presentation. These reclassifications have no effect on the previously reported financial position, results of operations and cash flows. Recently issued accounting pronouncements In June 2016, the FASB issued ASU 2016 -13 Financial Instruments — Credit Losses (“Topic 326”). originated or acquired. ASU 2016 -13 Other accounting standards that have been issued or proposed by FASB that do not require adoption until a future date are not expected to have a material impact on the unaudited condensed consolidated financial statements upon adoption. The Company does not discuss recent pronouncements that are not anticipated to have an impact on or are unrelated to its consolidated financial condition, results of operations, cash flows or disclosures. | NOTE 3 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Use of estimates The preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Changes in these estimates and assumptions may have a material impact on the consolidated financial statements and accompanying notes. 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. Significant estimates during the years ended September 30, 2022 and 2021 include the useful life of intangible assets, assumptions used in assessing impairment of long -term -based Cash and cash equivalents At September 30, 2022 and 2021, the Company’s cash balances by geographic area were as follows: Country: September 30, 2022 September 30, 2021 (as restated) United States $ 47,860 13.1 % $ 327,443 81.1 % United Kingdom 315,989 86.8 % 76,154 18.9 % Malta 174 0.1 % 174 0.0 % Total cash $ 364,023 100.0 % $ 403,771 100.0 % For purposes of the consolidated statements of cash flows, the Company considers all highly liquid instruments with a maturity of three months or less when purchased and money market accounts to be cash equivalents. The Company had no cash equivalents at September 30, 2022 and 2021. Cash and cash equivalents excludes customer legal tender, which is reported separately as Customer custodial cash in the accompanying consolidated balance sheets. Refer to “customer custodial cash and customer custodial cash liabilities” below for further details. Customer custodial cash and customer custodial cash liabilities Customer custodial cash represents cash and cash equivalents maintained in Company bank accounts that are controlled by the Company but held for the benefit of customers. Customer custodial cash liabilities represent these cash deposits to be utilized for its contractual obligations to its customers. The Company classifies the assets as current based on their purpose and availability to fulfill the Company’s direct obligations to its customers. Customer digital currency assets and liabilities At certain times, Digital RFQ’s customers’ funds that Digital RFQ uses to make payments on behalf of its customers, remain in the form of digital assets in its customers’ wallets at its digital asset trading platforms awaiting final conversion and/or transfer to the customer’s payment final destination. These indirectly held digital assets, may consist of USDT (Stablecoin), Bitcoin, and Ethereum (collectively, “Customer digital currency assets”). Digital RFQ maintains the internal recordkeeping of its customer digital currency assets, including the amount and type of digital asset owned by each of its customers. Digital RFQ has control of the private keys and knows the balances of all wallets with its digital asset trading platforms in order to be able to successfully carry out the movement of digital assets for its client payment instruction. As part of its customer payment instruction, Digital RFQ can execute withdrawals on the wallets in its digital asset trading platforms. Management has determined that Digital RFQ has control of the customer digital currency assets and records these assets on its balance sheet with a corresponding liability. Digital RFQ recognizes customer digital currency liabilities and corresponding customer digital currency assets, on initial recognition and at each reporting date, at fair value of the customer digital currency assets. Subsequent changes in fair value are adjusted to the carrying amount of these customer digital currency assets, with changes in fair value recorded in other general and administrative expense in the consolidated statements of operations and comprehensive loss. Any loss, theft, or other misuse would impact the measurement of customer digital currency assets. The Company classifies the customer digital currency assets as current based on their purpose and availability to fulfill the Company’s direct obligations to its customers. Fair value of financial instruments and fair value measurements The Company adopted the guidance of Accounting Standards Codification (“ASC”) 820 for fair value measurements which clarifies the definition of fair value, prescribes methods for measuring fair value, and establishes a fair value hierarchy to classify the inputs used in measuring fair value as follows: • • • The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying consolidated financial statements, primarily due to their short -term Assets and liabilities measured at fair value on a recurring basis. The following table provides these assets and liabilities carried at fair value, measured as of September 30, 2022: Quoted Significant Other Significant Balance at Customer digital currency assets $ — $ 248,214 $ — $ 248,214 Customer digital currency liabilities $ — $ 248,214 $ — $ 248,214 The following table provides these assets and liabilities carried at fair value, measured as of September 30, 2021: Quoted Significant Other Significant Balance at (as restated) Customer digital currency assets $ — $ 1,168,349 $ — $ 1,168,349 Customer digital currency liabilities $ — $ 1,168,349 $ — $ 1,168,349 Customer digital currency assets and liabilities represent the Company’s obligation to safeguard customers’ digital assets. Accordingly, the Company has valued the assets and liabilities using quoted market prices for the underlying digital assets which is based on Level 2 inputs. Assets and liabilities measured at fair value on a nonrecurring basis. Equity method investment. ASC 825 -10 -by-instrument Accounts receivable and allowance for doubtful accounts Accounts receivable are presented net of an allowance for doubtful accounts. The Company maintains allowances for doubtful accounts for estimated losses. The Company reviews the accounts receivable on a periodic basis and makes general and specific allowances when there is doubt as to the collectability of individual balances. In evaluating the collectability of individual receivable balances, the Company considers many factors, including the age of the balance, a customer’s payment history, its current credit -worthiness Management believed that the accounts receivable were fully collectable and no allowance for doubtful accounts was deemed to be required on its accounts receivable at September 30, 2021. The Company historically has not experienced significant uncollectible accounts receivable. As of September 30, 2022, the Company’s accounts receivable was $0. Credit risk and uncertainties The ramifications of the outbreak of the novel strain of COVID -19 -19 The Company is operating in a rapidly changing environment so the extent to which COVID -19 The Company maintains a portion of its cash in bank and financial institution deposits within U.S. that at times may exceed federally -insured -insured Digital assets The digital assets held by the Company are accounted for as intangible assets with indefinite useful lives, and are initially measured at cost. Digital assets accounted for as intangible assets are subject to impairment losses if the fair value of digital assets decreases below the carrying value at any time during the period. The fair value is measured using the quoted price of the digital asset at the time its fair value is being measured. Impairment expense is reflected in other general and administrative expense in the consolidated statements of operations and comprehensive loss. The Company assigns costs to transactions on a first -in -out Other current assets Other current assets primarily consist of prepaid OTC Markets listing fees. As of September 30, 2022 and 2021, other current assets amounted to $15,617 and $12,221, respectively. Investments Investments in which the Company does not have the ability to exercise significant influence over operating and financial matters are accounted for using the cost method. Under the cost method, investment is recorded at cost, with gains and losses recognized as of the sale date, and income recorded when received. The Company periodically evaluates its cost method investment for impairment due to decline considered to be other than temporary. If the Company determines that a decline in fair value is other than temporary, then a charge to earnings is recorded in operating expenses in the accompanying consolidated statements of operations and comprehensive loss, and a new basis in the investment is established. No impairment expense for cost method investment was recorded for the year ended September 30, 2022. The Company uses the equity method of accounting for its investments in, and earning or loss of, a company that it does not control but over which it does exert significant influence. The Company considers whether the fair value of its equity method investment has declined below its carrying value whenever adverse events or changes in circumstances indicate that recorded value may not be recoverable. If the Company considers any decline to be other than temporary (based on various factors, including historical financial results and the overall health of the investee), then a write -down Intangible assets Intangible assets consist of trade names, regulatory licenses, technology and software, which are being amortized on a straight -line Impairment of long-lived assets In accordance with ASC Topic 360, the Company reviews long -lived In September 2022, the Company assessed its long -lived Revenue recognition The Company determines revenue recognition from contracts with customers through the following steps: • • • • • Revenue is recognized when control of the promised goods or services is transferred to the customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services. The Company’s revenues are derived from providing: • -up • 4 distinct stages that each trade must go through to be completed and must be converted from one currency into another. Where possible, fees are taken in United States dollar (“USD”) and therefore if there is an agreed fee with the client then this will be taken on the USD leg of the transaction regardless of whether it is pre -conversion -conversion -trade -trade Disaggregation of revenues The Company’s revenues stream detail are as follows: Revenue Stream Revenue Stream Detail General support services Providing software, technology, customer sales and marketing and risk management technology hardware and software solutions package under a GSA to a related party Financial services Providing payment services from one fiat currency to another or to digital assets In the following table, revenues are disaggregated by segment for the years ended September 30, 2022 and 2021: Revenue Stream Years Ended 2022 2021 General support services $ 19,200,000 $ 19,200,000 Financial services 2,313,474 86,964 Total revenues $ 21,513,474 $ 19,286,964 Advertising and marketing costs All costs related to advertising and marketing are expensed as incurred. For the years ended September 30, 2022 and 2021, advertising and marketing costs amounted to $420,186 and $17,874, respectively, which was included in operating expenses on the accompanying consolidated statements of operations and comprehensive loss. Stock-based compensation The Company measures and recognizes compensation expense for all stock -based -employees -Scholes -pricing For non -employee -based Income taxes The Company accounts for income taxes pursuant to Financial Accounting Standards Board (“FASB”) ASC 740, Income Taxes. Deferred tax assets and liabilities are determined based on temporary differences between the bases of certain assets and liabilities for income tax and financial reporting purposes. The deferred tax assets and liabilities are classified according to the financial statement classification of the assets and liabilities generating the differences. The Company maintains a valuation allowance with respect to deferred tax assets. The Company establishes a valuation allowance based upon the potential likelihood of realizing the deferred tax asset and taking into consideration the Company’s financial position and results of operations for the current period. Future realization of the deferred tax benefit depends on the existence of sufficient taxable income within the carry -forward The Company follows the provisions of FASB ASC 740 -10 -10 -likely-than-not Foreign currency translation The reporting currency of the Company is U.S. Dollars. The functional currency of the parent company, Nukkleus Inc., Nukkleus Limited, Nukkleus Malta Holding Ltd. and its subsidiaries, is the U.S. dollar, the functional currency of Match Financial Limited and its subsidiary, Digital RFQ, is the British Pound (“GBP”) and the functional currency of Digital RFQ’s subsidiary, DRFQ Europe UAB, is Euro. Monetary assets and liabilities denominated in currencies other than the reporting currency are translated into the reporting currency at the rates of exchange prevailing at the balance sheet date. Revenue and expenses are translated using average rates during each reporting period, and stockholders’ equity is translated at historical exchange rates. Cash flows are also translated at average translation rates for the periods, therefore, amounts reported on the statements of cash flows will not necessarily agree with changes in the corresponding balances on the balance sheets. Translation adjustments resulting from the process of translating the local currency financial statements into U.S. dollars are included in determining comprehensive income/loss. Transactions denominated in foreign currencies are translated into the functional currency at the exchange rates prevailing on the transaction dates. Assets and liabilities denominated in foreign currencies are translated into the functional currency at the exchange rates prevailing at the balance sheet date with any transaction gains and losses that arise from exchange rate fluctuations on transactions denominated in a currency other than the functional currency are included in the results of operations as incurred. Most of the Company’s revenue transactions are transacted in the functional currency of the Company. The Company does not enter into any material transaction in foreign currencies. Transaction gains or losses have not had, and are not expected to have, a material effect on the results of operations of the Company. Asset and liability accounts at September 30, 2022 and 2021 were translated at 0.8987 GBP and 0.7426 GBP to $1.00, respectively, which were the exchange rates on the balance sheet dates. Asset and liability accounts at September 30, 2022 were translated at 1.0221 EUR to $1.00, which was the exchange rate on the balance sheet date. Equity accounts were stated at their historical rates. The average translation rate applied to the statement of operations for the year ended September 30, 2022 and for the period from May 28, 2021 through September 30, 2021 was 0.7835 GBP and 0.7224 GBP to $1.00, respectively. The average translation rate applied to the statement of operations for the period from January 12, 2022 through September 30, 2022 was 0.9440 EUR to $1.00. Cash flows from the Company’s operations are calculated based upon the local currencies using the average translation rate. Comprehensive loss Comprehensive loss is comprised of net loss and all changes to the statements of equity, except those due to investments by stockholders, changes in paid -in Segment reporting The Company uses “the management approach” in determining reportable operating segments. The management approach considers the internal organization and reporting used by the Company’s chief operating decision maker for making operating decisions and assessing performance as the source for determining the Company’s reportable segments. The Company’s chief operating decision maker is its Chief Executive Officer (“CEO”), who reviews operating results to make decisions about allocating resources and assessing performance for the entire company. The Company has determined that it has two reportable business segments: general support services segment and financial services segment. These reportable segments offer different types of services and products, have different types of revenue, and are managed separately as each requires different operating strategies and management expertise. Per share data ASC Topic 260, Earnings per Share, requires presentation of both basic and diluted earnings per share (“EPS”) with a reconciliation of the numerator and denominator of the basic EPS computation to the numerator and denominator of the diluted EPS computation. Basic EPS excludes dilution. Diluted EPS reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the earnings of the entity. Basic net earnings per share are computed by dividing net earnings available to common stockholders by the weighted average number of shares of common stock outstanding during the period. Diluted net earnings per share is computed by dividing net earnings applicable to common stockholders by the weighted average number of shares of common stock, common stock equivalents and potentially dilutive securities outstanding during each period. For the years ended September 30, 2022 and 2021, potentially dilutive common shares consist of the common shares issuable upon the exercise of common stock options (using the treasury stock method) and the conversion of Series A preferred stock (using the if -converted -dilutive -dilutive The following table summarizes the securities that were excluded from the diluted per share calculation because the effect of including these potential shares was antidilutive: Years Ended 2022 2021 Stock options 5,850,000 1,000,000 Convertible preferred stock — 1,250,000 Potentially dilutive securities 5,850,000 2,250,000 Recently issued accounting pronouncements In June 2016, the FASB issued ASU 2016 -13 Financial Instruments — Credit Losses (“Topic 326”). -13 In December 2019, the FASB issued ASU 2019 -12 Simplifying the Accounting for Income Taxes In March 2022, the SEC staff released Staff Accounting Bulletin No. 121 (“SAB 121”), which expressed the views of the SEC staff regarding the accounting for obligations to safeguard digital -assets -assets -assets -assets -assets Other accounting standards that have been issued or proposed by FASB that do not require adoption until a future date are not expected to have a material impact on the consolidated financial statements upon adoption. The Company does not discuss recent pronouncements that are not anticipated to have an impact on or are unrelated to its consolidated financial condition, results of operations, cash flows or disclosures. |
Customer Assets and Liabilities
Customer Assets and Liabilities | 9 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Sep. 30, 2022 | |
Nukkleus Inc.[Member] | ||
Customer Assets and Liabilities [Abstract] | ||
CUSTOMER ASSETS AND LIABILITIES | NOTE 4 — CUSTOMER ASSETS AND LIABILITIES The Company includes customer funds in the condensed consolidated balance sheets as customer custodial cash and also includes such a corresponding liability reflected as customer custodial cash liabilities in the condensed consolidated balance sheets. The following table presents customers’ cash and digital positions: June 30, September 30, Customer custodial cash $ 1,712,095 $ 2,020,394 Customer digital currency assets — 248,214 Total customer assets $ 1,712,095 $ 2,268,608 Customer custodial cash liabilities $ 1,703,893 $ 2,020,717 Customer digital currency liabilities — 248,214 Total customer liabilities $ 1,703,893 $ 2,268,931 The Company controls digital assets for its customers in digital wallets and digital token identifiers necessary to access digital assets on digital asset trading platforms. The Company maintains a record of all assets in digital wallets held on digital asset trading platforms as well as the private keys, which are maintained on behalf of customers. The Company records the assets and liabilities, on the initial recognition and at each reporting date, at the fair value of the digital assets which it controls for its customers. Any loss or theft would impact the measurement of the customer digital currency assets. During the three and nine months ended June 30, 2023 and 2022, no losses have been incurred in connection with customer digital currency assets. The Company also controls the bank accounts holding the customer custodial cash, as reflected on the accompanying condensed consolidated balance sheets. The following table sets forth the fair market value of customer digital currency assets, as shown in the condensed consolidated balance sheets, as customer digital currency assets and customer digital currency liabilities, as of June 30, 2023 and September 30, 2022: June 30, 2023 September 30, 2022 Fair value Percentage Fair value Percentage Bitcoin $ — — $ 162,294 65.4 % Stablecoin/USD Coin — — 85,897 34.6 % Ethereum — — 23 0.0 % Others — — — — Total customer digital currency assets $ — — $ 248,214 100.0 % | NOTE 4 — CUSTOMER ASSETS AND LIABILITIES The Company includes customer funds in the consolidated balance sheets as customer custodial cash and also includes such a corresponding liability reflected as customer custodial cash liabilities in the consolidated balance sheets. The following table presents customers’ cash and digital positions: September 30, September 30, (as restated) Customer custodial cash $ 2,020,394 $ 799,302 Customer digital currency assets 248,214 1,168,349 Total customer assets $ 2,268,608 $ 1,967,651 Customer custodial cash liabilities $ 2,020,717 $ 799,302 Customer digital currency liabilities 248,214 1,168,349 Total customer liabilities $ 2,268,931 $ 1,967,651 The Company controls digital assets for its customers in digital wallets and digital token identifiers necessary to access digital assets on digital asset trading platforms. The Company maintains a record of all assets in digital wallets held on digital asset trading platforms as well as the private keys, which are maintained on behalf of customers. The Company records the assets and liabilities, on the initial recognition and at each reporting date, at the fair value of the digital assets which it controls for its customers. Any loss or theft would impact the measurement of the customer digital currency assets. During the years ended September 30, 2022 and 2021, no losses have been incurred in connection with customer digital currency assets. The following table sets forth the fair market value of customer digital currency assets, as shown in the consolidated balance sheets, as customer digital currency assets and customer digital currency liabilities, as of September 30, 2022 and 2021: September 30, 2022 September 30, 2021 (as restated) Fair value Percentage Fair value Percentage Bitcoin $ 162,294 65.4 % $ 921,684 78.9 % Stablecoin/USD Coin 85,897 34.6 % 246,617 21.1 % Ethereum 23 0.0 % 48 0.0 % Total customer digital currency assets $ 248,214 100.0 % $ 1,168,349 100.0 % |
Digital Assets
Digital Assets | 9 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Sep. 30, 2022 | |
Nukkleus Inc.[Member] | ||
Digital Assets [Abstract] | ||
DIGITAL ASSETS | NOTE 5 — DIGITAL ASSETS The following table summarizes the Company’s digital asset holdings as of June 30, 2023: Asset Estimated useful life Cost Impairment Digital Bitcoin Indefinite $ 218 $ — $ 218 Ethereum Indefinite 487 — 487 Stablecoin/USD Coin Indefinite 308 — 308 Other Indefinite 94 — 94 Total $ 1,107 $ — $ 1,107 The following table summarizes the Company’s digital asset holdings as of September 30, 2022: Asset Estimated useful life Cost Impairment Digital Bitcoin Indefinite $ 63,377 $ 774 $ 62,603 Ethereum Indefinite 1,289 — 1,289 Stablecoin/USD Coin Indefinite 9,417 — 9,417 Other Indefinite 106 — 106 Total $ 74,189 $ 774 $ 73,415 The Company recorded impairment expense of $122 and $0 for the three months ended June 30, 2023 and 2022, respectively. The Company recorded impairment expense of $7,865 and $0 for the nine months ended June 30, 2023 and 2022, respectively. | NOTE 5 — DIGITAL ASSETS The following table summarizes the Company’s digital asset holdings as of September 30, 2022: Asset Estimated Gross Impairment Digital Bitcoin Indefinite $ 63,377 $ 774 $ 62,603 Ethereum Indefinite 1,289 — 1,289 Stablecoin/USD Coin Indefinite 9,417 — 9,417 Other Indefinite 106 — 106 Total $ 74,189 $ 774 $ 73,415 The following table summarizes the Company’s digital asset holdings as of September 30, 2021 (as restated): Asset Estimated Gross Impairment Digital Bitcoin Indefinite $ 192 $ — $ 192 Ethereum Indefinite 711 — 711 Total $ 903 $ — $ 903 The Company recorded impairment expense of $887 and $0 for the years ended September 30, 2022 and 2021, respectively, which was included in other general and administrative expenses on the accompanying consolidated statements of operations and comprehensive loss. |
Cost Method Investment
Cost Method Investment | 9 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Sep. 30, 2022 | |
Nukkleus Inc.[Member] | ||
Cost Method Investment [Member] | ||
COST METHOD INVESTMENT | NOTE 7 — COST METHOD INVESTMENT At June 30, 2023, cost method investment amounted to $6,602,000. The investment represents the Company’s minority interest in Jacobi, a private company focused on digital asset management that has received regulatory approval to launch the world’s first tier one Bitcoin ETF. On December 15, 2021, the Company issued 20,000,000 shares of its common stock to Jacobi’s shareholders for acquisition of 5.0% equity interest of Jacobi. These shares were valued at $6,602,000 ($0.3301 per share), the fair market value on the grant date using the reported closing share price of the Company on the date of grant. In accordance with ASC Topic 321, the Company elected to use the measurement alternative to measure such investments at cost, less any impairment, plus or minus changes resulting from observable price changes in orderly transactions for identical or similar investments of the same issuer, if any. The Company monitors its investment in the non -marketable | NOTE 6 — COST METHOD INVESTMENT At September 30, 2022, cost method investment amounted to $6,602,000. The investment represents the Company’s minority interest in Jacobi, a private company focused on digital asset management that has received regulatory approval to launch the world’s first tier one Bitcoin ETF. On December 15, 2021, the Company issued 20,000,000 shares of its common stock to Jacobi’s shareholders for acquisition of 5.0% equity interest of Jacobi. These shares were valued at $6,602,000 ($0.3301 per share), the fair market value on the grant date using the reported closing share price of the Company on the date of grant. In accordance with ASC Topic 321, the Company elected to use the measurement alternative to measure such investments at cost, less any impairment, plus or minus changes resulting from observable price changes in orderly transactions for identical or similar investments of the same issuer, if any. The Company monitors its investment in the non -marketable |
Equity Method Investment
Equity Method Investment | 9 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Sep. 30, 2022 | |
Nukkleus Inc.[Member] | ||
Equity Method Investment [Abstract] | ||
EQUITY METHOD INVESTMENT | NOTE 8 — EQUITY METHOD INVESTMENT As of both June 30, 2023 and September 30, 2022, the equity method investment amounted to $0. The investment represents the Company’s interest in Digiclear. Digiclear was incorporated on July 13, 2021 in United Kingdom. The company and the other unrelated party accounted for 50% and 50% of the total ownership, respectively. Digiclear is a company developing a custody and settlement utility operating system. The Company accounts for the investment in Digiclear under the equity method of accounting. Under the equity method, the investment is initially recorded at cost, adjusted for any excess of the Company’s share of the incorporated -date In September 2022, the Company assessed its equity method investment for any impairment and concluded that there were indicators of impairment as of September 30, 2022. The impairment is due to the Company’s conclusion that it will be unable to recover the carrying amount of the investment due to the investee’s a series of operating losses and global economic environment. The Company calculated that the estimated undiscounted cash flows were less than the carrying amount related to the equity method investment. The Company has recognized an impairment loss of $4,310,745 related to the equity method investment for the year ended September 30, 2022, which reduced the investment value to zero. | NOTE 7 — EQUITY METHOD INVESTMENT As of September 30, 2022, the equity method investment amounted to $0. The investment represents the Company’s interest in Digiclear. Digiclear was incorporated on July 13, 2021 in United Kingdom. The company and the other unrelated party accounted for 50% and 50% of the total ownership, respectively. Digiclear is a company developing a custody and settlement utility operating system. The Company accounts for the investment in Digiclear under the equity method of accounting. Under the equity method, the investment is initially recorded at cost, adjusted for any excess of the Company’s share of the incorporated -date For the period from March 17, 2022 (date of investment) through September 30, 2022, loss on investment in Digiclear amounted to $689,255 (the loss was composed of the Company’s share of Digiclear’s net loss of $165,370 and the adjustment for allocated amortization of intangible asset of $523,885), and were included in loss from equity method investment in the accompanying consolidated statements of operations and comprehensive loss. The tables below present the summarized unaudited financial information, as provided to the Company by the investee. September 30, 2022 Current assets $ 9,532 Noncurrent assets 579,297 Current liabilities 502,562 Noncurrent liabilities — Equity 86,267 For the Net revenue $ — Gross profit — Loss from operations 330,740 Net loss 330,740 In September 2022, the Company assessed its equity method investment for any impairment and concluded that there were indicators of impairment as of September 30, 2022. The impairment is due to the Company’s conclusion that it will be unable to recover the carrying amount of the investment due to the investee’s a series of operating losses and global economic environment. The Company calculated that the estimated undiscounted cash flows were less than the carrying amount related to the equity method investment. The Company has recognized an impairment loss of $4,310,745 related to the equity method investment for the year ended December 31, 2022, which reduced the investment value to zero. |
Intangible Assets
Intangible Assets | 9 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Sep. 30, 2022 | |
Nukkleus Inc.[Member] | ||
Intangible Assets [Abstract] | ||
INTANGIBLE ASSETS | NOTE 9 — INTANGIBLE ASSETS Intangible assets primarily consist of the valuation of identifiable intangible assets acquired, representing trade names, regulatory licenses, and technology. The straight -line At June 30, 2023 and September 30, 2022, intangible assets consisted of the following: Useful Life June 30, September 30, Trade names 3 Years $ 784,246 $ 784,246 Regulatory licenses 3 Years 181,342 138,751 Technology 5 Years 10,300,774 10,300,774 Software 3 Years 11,237 11,237 11,277,599 11,235,008 Less: accumulated amortization (4,938,578 ) (3,159,903 ) $ 6,339,021 $ 8,075,105 For the three months ended June 30, 2023 and 2022, amortization expense amounted to $592,892 and $592,892, respectively, of which, $526,602 and $526,601 was included in cost of revenue — financial services, and $66,290 and $66,291 was included in operating expenses, respectively. For the nine months ended June 30, 2023 and 2022, amortization expense amounted to $1,778,675 and $2,097,726, respectively, of which, $1,579,804 and $1,899,791 was included in cost of revenue — financial services, and $198,871 and $197,935 was included in operating expenses, respectively. Amortization of intangible assets attributable to future periods is as follows: For the Twelve-month Period Ending June 30: Amortization 2024 $ 2,360,124 2025 2,076,224 2026 1,902,673 2027 and thereafter — $ 6,339,021 | NOTE 8 — INTANGIBLE ASSETS Intangible assets primarily consist of the valuation of identifiable intangible assets acquired, representing trade names, regulatory licenses, and technology. The straight -line At September 30, 2022 and 2021, intangible assets consisted of the following: Useful Life September 30, September 30, Trade names 3 Years $ 784,246 $ 784,246 Regulatory licenses 3 Years 138,751 138,751 Technology 5 Years 10,300,774 10,300,774 Software 3 Years 11,237 — 11,235,008 11,223,771 Less: accumulated amortization (3,159,903 ) (469,286 ) $ 8,075,105 $ 10,754,485 For the years ended September 30, 2022 and 2021, amortization expense amounted to $2,690,617 and $469,286, respectively, of which, $2,426,393 and $469,286 was included in cost of revenue — financial services, and $264,224 and $0 was included in operating expenses, respectively. Amortization of intangible assets attributable to future periods is as follows: For the year ending September 30: Amortization 2023 $ 2,371,566 2024 2,269,011 2025 2,061,091 2026 1,373,437 2027 and thereafter — $ 8,075,105 |
Accrued Liabilities and Other P
Accrued Liabilities and Other Payables | 9 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Sep. 30, 2022 | |
Nukkleus Inc.[Member] | ||
Accrued Liabilities and Other Payables [Line Items] | ||
ACCRUED LIABILITIES AND OTHER PAYABLES | NOTE 10 — ACCRUED LIABILITIES AND OTHER PAYABLES At June 30, 2023 and September 30, 2022, accrued liabilities and other payables consisted of the following: June 30, September 30, Unearned revenue $ — $ 203,222 Others 19,181 29,133 Total $ 19,181 $ 232,355 | NOTE 9 — ACCOUNTS PAYABLE AND ACCRUED LIABILITIES At September 30, 2022 and 2021, accounts payable and accrued liabilities consisted of the following: September 30, 2022 September 30, 2021 (as restated) Directors’ compensation $ 237,205 $ 170,538 Unearned revenue 203,222 49,001 Professional fees 170,058 125,697 Accounts payable 51,712 54,831 Others 29,133 29,655 Total $ 691,330 $ 429,722 |
Share Capital
Share Capital | 9 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Sep. 30, 2022 | |
Nukkleus Inc.[Member] | ||
Share Capital [Line Items] | ||
SHARE CAPITAL | NOTE 11 — SHARE CAPITAL Preferred stock The Company’s Board of Directors is authorized to issue, at any time, without further stockholder approval, up to 15,000,000 shares of preferred stock. The Board of Directors has the authority to fix and determine the voting rights, rights of redemption and other rights and preferences of preferred stock. Options The following table summarizes the shares of the Company’s common stock issuable upon exercise of options outstanding at June 30, 2023: Options Outstanding Options Exercisable Range of Number Weighted Weighted Number Weighted $ 0.09 – 0.45 3,350,000 3.51 $ 0.13 1,150,000 $ 0.13 2.50 1,000,000 3.22 2.50 1,000,000 2.50 $ 0.09 – 2.50 4,350,000 3.44 $ 0.67 2,150,000 $ 1.23 Stock option activities for the nine months ended June 30, 2023 were as follows: Number of Weighted Outstanding at October 1, 2022 5,850,000 $ 0.67 Granted — — Expired (1,500,000 ) (0.67 ) Outstanding at June 30, 2023 4,350,000 $ 0.67 Options exercisable at June 30, 2023 2,150,000 $ 1.23 Options expected to vest 2,200,000 $ 0.12 The aggregate intrinsic value of both stock options outstanding and stock options exercisable at June 30, 2023 was $0. For the three months ended June 30, 2023 and 2022, stock -based For the nine months ended June 30, 2023 and 2022, stock -based A summary of the status of the Company’s nonvested stock options granted as of June 30, 2023 and changes during the nine months ended June 30, 2023 is presented below: Number of Weighted Nonvested at October 1, 2022 3,800,000 $ 0.35 Granted — — Vested (1,600,000 ) (0.65 ) Nonvested at June 30, 2023 2,200,000 $ 0.12 | NOTE 10 — SHARE CAPITAL Preferred stock The Company’s Board of Directors is authorized to issue, at any time, without further stockholder approval, up to 15,000,000 shares of preferred stock. The Board of Directors has the authority to fix and determine the voting rights, rights of redemption and other rights and preferences of preferred stock. Common stock and Series A preferred stock sold for cash On June 7, 2016, the Company sold to Currency Mountain Holdings Bermuda, Limited (“CMH”) 15,450,000 The Series A preferred stock had the following key terms: 1) 2) -annually 3) 4) -voting 5) The $1,000,000 of proceeds received was allocated to the common stock and Series A preferred stock according to their relative fair values determined at the time of issuance, and as a result, the Company recorded a total discount of $45,793 on the Series A preferred stock, which had been amortized to interest expense to the date of redemption. For the year ended September 30, 2021, amortization of debt discount amounted to $1,545. The terms of the Series A preferred stock issued represented mandatory redeemable shares, with a fixed redemption date (in 5 years) and the Company had a choice of redeeming the instrument either in cash or a variable number of shares of common stock based on a formula in the certificate of designation. The conversion price had a floor of $0.20 per share. As such, all dividends accrued and/or paid and any accretions were classified as part of interest expense. For the year ended September 30, 2021, dividends on redeemable preferred stock amounted to $2,625. On June 7, 2021, the outstanding redeemable preferred stock of $250,000 and related accrued dividend of $37,854 were exchanged for 1,439,271 shares of the Company’s common stock. Common stock issued for acquisition On May 28, 2021, the Company issued 70,000,000 shares of its common stock to the original shareholders of Match Financial Limited (“Match Shareholders”) for acquisition of 70% equity interest of Match (“Initial Transaction”). On May 28, 2021, the Company issued 100,000 shares of its common stock to Match Shareholders as consideration of an option commencing any time after the closing of the Initial Transaction to acquire from the Match Shareholders the balance of 493 ordinary shares of Match representing 30% of the issued and outstanding ordinary shares of Match for an additional 30,000,000 shares of common stock of the Company. On August 30, 2021, the Company exercised its option, pursuant to which it acquired from the Match Shareholders the balance of 493 ordinary shares of Match representing 30% of the issued and outstanding ordinary shares of Match for an additional 30,000,000 shares of common stock of the Company. In the aggregate, the Company issued 100,100,000 Common stock issued for cost method investment On December 15, 2021, the Company issued 20,000,000 shares of its common stock to the original shareholders of Jacobi as consideration of acquisition of 5.0% of the issued and outstanding ordinary shares of Jacobi. These shares were valued at $6,602,000, the fair market value on the grant date using the reported closing share price of the Company on the date of grant, and the Company recorded cost method investment of $6,602,000 (see Note 6). Common stock issued for equity method investment On March 17, 2022, the Company issued 15,151,515 shares of its common stock to the Digiclear Shareholder for acquisition of 50% equity interest of Digiclear. These shares were valued at $5,000,000, the fair market value on the grant date using the reported closing share price on the date of grant. Options The following table summarizes the shares of the Company’s common stock issuable upon exercise of options outstanding at September 30, 2022: Options Outstanding Options Exercisable Range of Number Weighted Average Weighted Number Weighted $ 0.09 – 1.00 4,850,000 3.02 $ 0.29 1,050,000 $ 0.10 2.50 1,000,000 3.97 2.50 1,000,000 2.50 $ 0.09 – 2.50 5,850,000 3.18 $ 0.67 2,050,000 $ 1.27 Stock option activities for the years ended September 30, 2022 and 2021 were as follows: Number of Weighted Outstanding at October 1, 2020 — $ — Granted 1,000,000 2.50 Terminated/Exercised/Expired — — Outstanding at September 30, 2021 1,000,000 2.50 Granted 4,850,000 0.29 Terminated/Exercised/Expired — — Outstanding at September 30, 2022 5,850,000 $ 0.67 Options exercisable at September 30, 2022 2,050,000 $ 1.27 Options expected to vest 3,800,000 $ 0.35 The aggregate intrinsic value of stock options outstanding and stock options exercisable at September 30, 2022 was $25,500 and $8,500, respectively. The fair values of options granted during the year ended September 30, 2022 were estimated at the date of grant using the Black -Scholes -pricing -free -based The fair value of options granted during the year ended September 30, 2021 were estimated at the date of grant using the Black -Scholes -pricing -free For the years ended September 30, 2022 and 2021, stock -based In January 2022, the Company issued 50,000 stock options for software purchase. The fair value of 50,000 stock options granted was $11,237 which was recorded as the cost of software. For the year ended September 30, 2022, amortization in connection with the software amounted to $2,809, which was included in amortization of intangible assets on the accompanying consolidated statements of operations and comprehensive loss. A summary of the status of the Company’s nonvested stock options granted as of September 30, 2022 and changes during the years ended September 30, 2022 and 2021 is presented below: Number of Weighted Nonvested at October 1, 2020 — $ — Granted 1,000,000 2.50 Vested — — Nonvested at September 30, 2021 1,000,000 2.50 Granted 4,850,000 0.29 Vested (2,050,000 ) (1.27 ) Nonvested at September 30, 2022 3,800,000 $ 0.35 |
Income Taxes
Income Taxes | 12 Months Ended |
Sep. 30, 2022 | |
Nukkleus Inc.[Member] | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | NOTE 11 — INCOME TAXES The components for net loss for the years ended September 30, 2022 and 2021 was as follows: Years Ended 2022 2021 United States $ 11,665,650 $ 620,481 Bermuda 10,456 — Malta 74,772 26,102 United Kingdom 90,318 290,263 Lithuania 4,461 — Total $ 11,845,657 $ 936,846 The components of income taxes expense (benefit) for the years ended September 30, 2022 and 2021 consisted of the following: Years Ended 2022 2021 Current: Federal $ — $ — State — — Malta — — United Kingdom — — Lithuania — — Total current income taxes expense $ — $ — Deferred: Federal $ (977,249 ) $ (201,703 ) State (330,869 ) (38,419 ) Malta (26,170 ) (9,136 ) United Kingdom (17,138 ) (55,150 ) Lithuania (669 ) — Total deferred income taxes (benefit) $ (1,352,095 ) $ (304,408 ) Change in valuation allowance 1,352,095 304,408 Total income taxes expense $ — $ — The reconciliations of the statutory income tax rate and the Company’s effective income tax rate were as follows: Years Ended 2022 2021 Statutory federal income tax rate 21.0 % 21.0 % State tax 2.4 % 2.6 % Non-U.S. income taxed at different rates 0.1 % (0.2 )% Permanent differences (13.7 )% (0.1 )% Prior year true-up (0.8 )% — % Valuation allowance (9.0 )% (23.3 )% Effective tax rate 0.0 % 0.0 % The components of the Company’s net deferred tax assets (liabilities) as of September 30, 2022 and 2021 were as follows: September 30, 2022 September 30, 2021 Deferred tax assets Net operating loss carry-forwards $ 1,129,699 $ 577,215 Accrued directors’ compensation 66,678 42,635 Stock-based compensation 549,722 10,521 Impairment of digital assets 169 — Capitalized SPAC acquisition related professional fee 236,198 — Total deferred tax assets, gross 1,982,466 630,371 Valuation allowance (1,982,320 ) (630,371 ) Total deferred tax assets, net $ 146 $ — Deferred tax liabilities Unrealized foreign currency exchange gain (146 ) — Total deferred tax liabilities $ (146 ) $ — Net deferred tax assets $ — $ — The Company provided a valuation allowance equal to the deferred income tax assets for years ended September 30, 2022 and 2021 because it is not presently known whether future taxable income will be sufficient to utilize the loss carry -forwards As of September 30, 2022, the Company had $3,034,165 in U.S. federal net operating loss carry -forwards -forwards -forwards -forwards As of September 30, 2022 and 2021, the Company did not identify any uncertain tax positions that would require either recognition or disclosure in the accompanying consolidated financial statements. The Company recognizes interest and penalties related to uncertain income tax positions in income tax expense. However, no such interest and penalties were recorded as of September 30, 2022 and 2021. The Company has a December 31 tax year -end |
Related Party Transactions
Related Party Transactions | 6 Months Ended | 9 Months Ended | 12 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2023 | Dec. 31, 2022 | Sep. 30, 2022 | |
Related Party Transactions [Abstract] | ||||
RELATED PARTY TRANSACTIONS | NOTE 5. RELATED PARTY TRANSACTIONS Founder Shares In May, August and September 2019, the Company issued an aggregate of 1,150,000 founder shares (the “Founder Shares”) to the initial shareholders for an aggregate purchase price of $25,000 in cash. The Founder Shares included an aggregate of up to 150,000 shares subject to forfeiture by the initial shareholders to the extent that the underwriters’ over -allotment -allotment The initial shareholders have agreed not to transfer, assign or sell any of the Founder Shares (except to certain permitted transferees) until the earlier of (i) one year after the date of the consummation of a Business Combination, or (ii) the date on which the closing price of the Company’s ordinary shares equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30 -trading Promissory Note — Related Party and Due to Related Party On August 21, 2019, as amended on December 31, 2019, the Company issued an unsecured promissory note to the Sponsor, pursuant to which the Company could borrow up to an aggregate principal amount of $300,000, of which $243,833 was outstanding under the Promissory Note as of June 26, 2020. The note was non -interest As discussed in Note 1, the Company may extend the period of time to consummate a Business Combination up to three times, each by an additional one month. In order to extend the time available for the Company to consummate a Business Combination, the Sponsor or its affiliates or designees must deposit into the Trust Account US$0.04 per Public Share outstanding, on or prior to the Deadline or the Deadline as extended by any extension period validly exercised. Any such payments would be made in the form of a loan. If the Company completes a Business Combination, the Company would repay such loaned amounts out of the proceeds of the Trust Account released to the Company. If the Company does not complete a Business Combination, the Company will not repay such loans. Furthermore, the letter agreement with the initial shareholders contains a provision pursuant to which the Sponsor has agreed to waive its right to be repaid for such loans in the event that the Company does not complete a Business Combination. The Sponsor and its affiliates or designees are not obligated to fund the Trust Account to extend the time for the Company to complete a Business Combination. On June 21, 2021, the Company issued an unsecured promissory note to our sponsor (the “Promissory Note II”), pursuant to which we could borrow up to an aggregate principal amount of $460,000. The note was non -interest On October 1, 2021, the Promissory Note was amended such that it is due and payable on the date on which we consummate our initial business combination and was made effective as of October 1, 2021. The amount of $460,000 was outstanding under the Promissory Note II as of June 30, 2023. On September 21, 2021, the Company issued an unsecured promissory note to our sponsor (the “Promissory Note III”), pursuant to which we could borrow up to an aggregate principal amount of $461,000, of which $461,000 was outstanding under the Promissory Note III as of June 30, 2023. The $460,000 was borrowed for the three months extension deposit until December 23, 2021 and the other $1,000 was borrowed for the Trust Account management expense. The note was non -interest On December 23, 2021, the Company issued an unsecured promissory note to our sponsor (the “Promissory Note IV”), pursuant to which we could borrow up to an aggregate principal amount of $460,000. We borrowed $460,500 in total, including the $460,000 under the Promissory Note IV for the three months extension deposit until March 23, 2022 and $500 due to related party for the Trust Account management expense. The amount of $460,000 was outstanding under the Promissory Note IV as of June 30, 2023. The note was non -interest On March 20, 2022, the Company issued an unsecured promissory note to our sponsor (the “Promissory Note V”), pursuant to which we could borrow up to an aggregate principal amount of $634,594. The sponsor initially deposited $736,000 on March 18, 2022, and $101,406 was returned to the sponsor on March 28, 2022 due to the fact that the Company’s shareholders elected to redeem an aggregate amount of 633,792 shares in connection with the Special Meeting. As of June 30, 2023, $634,594 was outstanding under the Promissory Note V. The note is non -interest On July 13, 2022, the Company issued an unsecured promissory note to our sponsor (the “Promissory Note VI”), pursuant to which we could borrow up to an aggregate principal amount of $353,000. As of June 30, 2023, $353,000 was outstanding under the Promissory Note VI. The note is non -interest On October 17, 2022, the Company issued an unsecured promissory note to Nukkleus (the “Promissory Note VII”), pursuant to which we could borrow up to an aggregate principal amount of $22,600. As of June 30, 2023, $22,600 was outstanding under the Promissory Note VII. The note is non -interest On November 18, 2022, the Company issued an unsecured promissory note to Nukkleus (the “Promissory Note VIII”), pursuant to which we could borrow up to an aggregate principal amount of $22,600. As of June 30, 2023 was outstanding under the Promissory Note VIII. The note is non -interest On December 19, 2022, the Company issued an unsecured promissory note to Nukkleus (the “Promissory Note IX”), pursuant to which we could borrow up to an aggregate principal amount of $22,600. As of June 30, 2023, $22,600 was outstanding under the Promissory Note IX. The note is non -interest which we consummate our initial business combination. The proceeds of the Promissory Note IX has been deposited in the Company’s Trust Account in connection with extending the business combination completion window until January 23, 2023. On January 19, 2023, the Company issued an unsecured promissory note to Nukkleus (the “Promissory Note X”), pursuant to which we could borrow up to an aggregate principal amount of $21,350. The note is non -interest -up -up On February 23, 2023, the Company issued an unsecured promissory note to Nukkleus (the “Promissory Note XI”), pursuant to which we could borrow up to an aggregate principal amount of $32,500. The note is non -interest On March 21, 2023, the Company issued an unsecured promissory note to Nukkleus (the “Promissory Note XII”), pursuant to which we could borrow up to an aggregate principal amount of $32,500. The note is non -interest o On April 20, 2023, the Company issued an unsecured promissory note to Nukkleus (the “Promissory Note XIII”), pursuant to which we could borrow up to an aggregate principal amount of $32,450. The note is non -interest -up On May 22, 2023, the Company issued an unsecured promissory note to Nukkleus (the “Promissory Note XIV”), pursuant to which we could borrow up to an aggregate principal amount of $32,450. The note is non -interest On June 21, 2023, the Company issued an unsecured promissory note to Nukkleus (the “Promissory Note XV”), pursuant to which we could borrow up to an aggregate principal amount of $32,450. The note is non -interest On July 20, 2023, the Company issued an unsecured promissory note to Nukkleus (the “Promissory Note XVI”), pursuant to which we could borrow up to an aggregate principal amount of $32,300. The note is non -interest -up Advance from related party As of June 30, 2023, the Sponsor advanced $1,165,600 to the Company for working capital purposes. For the six months ended June 30, 2023, the Company borrowed $195,000 to pay for operating costs and expenses related to the Business Combination.. The advance is non -interest | NOTE 5. RELATED PARTY TRANSACTIONS Founder Shares In May, August and September 2019, the Company issued an aggregate of 1,150,000 founder shares (the “Founder Shares”) to the initial shareholders for an aggregate purchase price of $25,000 in cash. The Founder Shares included an aggregate of up to 150,000 -allotment purchase any Public Shares in the Initial Public Offering and excluding the Private Units and underlying securities). On June 30, 2020, 2020, as a result of the underwriters’ election to fully exercise their over -allotment The initial shareholders have agreed not to transfer, assign or sell any of the Founder Shares (except to certain permitted transferees) until, with respect to 50% of the Founder Shares, the earlier of (i) six months after the date of the consummation of a Business Combination, or (ii) the date on which the closing price of the Company’s ordinary shares equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30 -trading Promissory Note — Related Party and Due to Related Party On August 21, 2019, as amended on December 31, 2019, the Company issued an unsecured promissory note to the Sponsor, pursuant to which the Company could borrow up to an aggregate principal amount of $300,000, of which $243,833 was outstanding under the Promissory Note as of June 26, 2020. The note was non -interest As discussed in Note 1, the Company will extend the period of time to consummate a Business Combination up to three times, each by an additional one month. In order to extend the time available for the Company to consummate a Business Combination, the Sponsor or its affiliates or designees must deposit into the Trust Account US$0.04 per Public Share outstanding, on or prior to the Deadline or the Deadline as extended by any extension period validly exercised. Any such payments would be made in the form of a loan. If the Company completes a Business Combination, the Company would repay such loaned amounts out of the proceeds of the Trust Account released to the Company. If the Company does not complete a Business Combination, the Company will not repay such loans. Furthermore, the letter agreement with the initial shareholders contains a provision pursuant to which the Sponsor has agreed to waive its right to be repaid for such loans in the event that the Company does not complete a Business Combination. The Sponsor and its affiliates or designees are not obligated to fund the Trust Account to extend the time for the Company to complete a Business Combination. On June 21, 2021, the Company issued an unsecured promissory note to our sponsor (the “Promissory Note II”), pursuant to which we could borrow up to an aggregate principal amount of $460,000. The note was non -interest On September 21, 2021, the Company issued an unsecured promissory note to our sponsor (the “Promissory Note III”), pursuant to which we could borrow up to an aggregate principal amount of $461,000, of which $461,000 was outstanding under the Promissory Note III as of December 31, 2022. The $460,000 was borrowed for the three months extension deposit until December 23, 2021 and the other $1,000 was borrowed for the Trust Account management expense. The note was non -interest On December 23, 2021, the Company issued an unsecured promissory note to our sponsor (the “Promissory Note IV”), pursuant to which we could borrow up to an aggregate principal amount of $460,000. We borrowed $460,500 in total, including the $460,000 under the Promissory Note IV for the three months extension deposit until March 23, 2022 and $500 due to related party for the Trust Account management expense. The amount of $460,000 was outstanding under the Promissory Note IV as of December 31, 2022. The note was non -interest On March 20, 2022, the Company issued an unsecured promissory note to our sponsor (the “Promissory Note V”), pursuant to which we could borrow up to an aggregate principal amount of $634,594. The sponsor initially deposited $736,000 on March 18, 2022, and $101,406 was returned to the sponsor on March 28, 2022 due to the fact that the Company’s shareholders elected to redeem an aggregate amount of 633,792 -interest On July 13, 2022, the Company issued an unsecured promissory note to our sponsor (the “Promissory Note VI”), pursuant to which we could borrow up to an aggregate principal amount of $353,000. As of December 31, 2022, $353,000 was outstanding under the Promissory Note VI. The note is non -interest On October 17, 2022, the Company issued an unsecured promissory note to Nukkleus (the “Promissory Note VII”), pursuant to which we could borrow up to an aggregate principal amount of $22,600. As of December 31, 2022, $22,600 was outstanding under the Promissory Note VII. The note is non -interest On November 18, 2022, the Company issued an unsecured promissory note to Nukkleus (the “Promissory Note VIII”), pursuant to which we could borrow up to an aggregate principal amount of $22,600. As of December 31, 2022, $22,600 was outstanding under the Promissory Note VIII. The note is non -interest On December 19, 2022, the Company issued an unsecured promissory note to Nukkleus (the “Promissory Note IX”), pursuant to which we could borrow up to an aggregate principal amount of $22,600. As of December 31, 2022, $22,600 was outstanding under the Promissory Note IX. The note is non -interest On January 19, 2023, the Company issued an unsecured promissory note to Nukkleus (the “Promissory Note X”), pursuant to which we could borrow up to an aggregate principal amount of $21,350. The note is non -interest Note X has been deposited in the Company’s Trust Account in connection with extending the business combination completion window until February 23, 2023. In addition, the Company will further extend the business combination completion window on a monthly basis up to a further two months, or until April 23, 2023, upon deposit of $0.04 per public ordinary share of the Company (the “Top -up -up On February 23, 2023, the Company issued an unsecured promissory note to Nukkleus (the “Promissory Note XI”), pursuant to which we could borrow up to an aggregate principal amount of $32,500. The note is non -interest Advance from related party As of December 31, 2022, the Sponsor advanced $970,600 to the Company for working capital purposes. For the year ended December 31, 2022, the Company borrowed $970,100 to pay for operating costs and expenses related to the Business Combination. | ||
Nukkleus Inc.[Member] | ||||
Related Party Transactions [Abstract] | ||||
RELATED PARTY TRANSACTIONS | NOTE 12 — RELATED PARTY TRANSACTIONS Services provided by related parties From time to time, Oliver Worsley, a shareholder of the Company, provides consulting services to the Company. As compensation for professional services provided, the Company recognized consulting expenses of $14,942 and $7,879 for the three months ended June 30, 2023 and 2022, respectively, which have been included in professional fees on the accompanying unaudited condensed consolidated statements of operations and comprehensive loss. As compensation for professional services provided, the Company recognized consulting expenses of $40,005 and $7,879 for the nine months ended June 30, 2023 and 2022, respectively, which have been included in professional fees on the accompanying unaudited condensed consolidated statements of operations and comprehensive loss. As of June 30, 2023 and September 30, 2022, the accrued and unpaid services charge related to Oliver Worsley amounted to $0 and $16,691, respectively, which have been included in accrued professional fees on the accompanying condensed consolidated balance sheets. From time to time, Craig Vallis, a shareholder of the Company, provides consulting services to the Company. As compensation for professional services provided, the Company recognized consulting expenses of $26,017 and $23,991 for the three months ended June 30, 2023 and 2022, respectively, which have been included in professional fees on the accompanying unaudited condensed consolidated statements of operations and comprehensive loss. As compensation for professional services provided, the Company recognized consulting expenses of $100,012 and $65,529 for the nine months ended June 30, 2023 and 2022, respectively, which have been included in professional fees on the accompanying unaudited condensed consolidated statements of operations and comprehensive loss. The Company uses affiliate employees for various services such as the use of accountants to record the books and accounts of the Company at no charge to the Company, which are considered immaterial. Office space from related parties The Company uses office space of affiliate companies, free of rent, which is considered immaterial. Revenue from related party and cost of revenue from related party The Company’s general support services operate under a GSA with TCM providing personnel and technical support, marketing, accounting, risk monitoring, documentation processing and customer care and support. The minimum monthly amount received is $1,600,000. The Company’s general support services operate under a GSA with FXDIRECT receiving personnel and technical support, marketing, accounting, risk monitoring, documentation processing and customer care and support. The minimum monthly amount payable is $1,575,000. Effective May 1, 2023, the minimum amount payable by the Company to FXDIRECT for services was reduced from $1,575,000 per month to $1,550,000 per month. Both of the above entities are affiliates through common ownership. During the three and nine months ended June 30, 2023 and 2022, general support services provided to the related party, which was recorded as revenue — general support services — related party on the accompanying unaudited condensed consolidated statements of operations and comprehensive loss were as follows: Three Months Ended Nine Months Ended 2023 2022 2023 2022 Service provided to: TCM $ 4,800,000 $ 4,800,000 $ 14,400,000 $ 14,400,000 $ 4,800,000 $ 4,800,000 $ 14,400,000 $ 14,400,000 During the three and nine months ended June 30, 2023 and 2022, services received from the related party, which was recorded as cost of revenue — general support services — related party on the accompanying unaudited condensed consolidated statements of operations and comprehensive loss were as follows: Three Months Ended Nine Months Ended 2023 2022 2023 2022 Service received from: FXDIRECT $ 4,675,000 $ 4,725,000 $ 14,125,000 $ 14,175,000 $ 4,675,000 $ 4,725,000 $ 14,125,000 $ 14,175,000 During the three months ended June 30, 2023 and 2022, Digital RFQ earned revenue from related parties in the amount of $29,343 and $17,974, respectively, which was included in revenue — financial services on the accompanying unaudited condensed consolidated statements of operations and comprehensive loss. During the nine months ended June 30, 2023 and 2022, Digital RFQ earned revenue from related parties in the amount of $107,859 and $28,239, respectively, which was included in revenue — financial services on the accompanying unaudited condensed consolidated statements of operations and comprehensive loss. Due from affiliates At June 30, 2023 and September 30, 2022, due from affiliates consisted of the following: June 30, September 30, Digiclear $ 229,837 $ 35,762 Jacobi 24,422 — FXDD Mauritius (1) 3,012 — TCM 51,190 895,374 Total $ 308,461 $ 931,136 (1) The balance due from Digiclear represents advances made to Digiclear and monies that the Company paid on behalf of Digiclear. The balances due from Jacobi and FXDD Mauritius represent monies that the Company paid on behalf of Jacobi and FXDD Mauritius. The balance due from TCM represents unsettled funds due related to the General Services Agreement and monies that the Company paid on behalf of TCM. Management believes that the related parties’ receivables are fully collectable. Therefore, no allowance for doubtful account is deemed to be required on its due from related parties at June 30, 2023 and September 30, 2022. The Company historically has not experienced uncollectible receivable from the related parties. Due to affiliates At June 30, 2023 and September 30, 2022, due to affiliates consisted of the following: June 30, September 30, Forexware LLC (1) $ 1,211,665 $ 1,079,229 FXDIRECT 3,289,537 3,042,101 Currency Mountain Holdings Bermuda, Limited (“CMH”) 42,000 42,000 FXDD Trading (1) 498,963 242,113 Markets Direct Payments (1) 2,415 2,114 Match Fintech Limited (2) 55,551 106,506 Total $ 5,100,131 $ 4,514,063 (1) (2) The balances due to affiliates represents expenses paid by Forexware LLC, FXDIRECT, FXDD Trading, Markets Direct Payments, and Match Fintech Limited on behalf of the Company and advances from CMH. The balance due to FXDIRECT may also include unsettled funds due related to the General Service Agreement. Amounts due to affiliates are short -term -interest Customer digital currency assets and liabilities — related parties At June 30, 2023 and September 30, 2022, related parties’ digital currency, which was controlled by Digital RFQ, amounted to $0 and $248,214, respectively, which was included in customer digital currency assets and liabilities on the accompanying condensed consolidated balance sheets. Note receivable — related party The Company originated a note receivable to a shareholder in the principal amount of $35,000 on September 1, 2022. The note shall mature with respect to $17,500 on March 1, 2023 and with respect to $17,500 on September 1, 2023. The note bears a fixed interest rate of 5.0% per annum. Currently, this loan is in default. For the three months ended June 30, 2023, the interest income related to this note amounted to $468 and has been included in other income on the accompanying unaudited condensed consolidated statements of operations and comprehensive loss. For the nine months ended June 30, 2023, the interest income related to this note amounted to $1,362 and has been included in other income on the accompanying unaudited condensed consolidated statements of operations and comprehensive loss. As of June 30, 2023 and September 30, 2022, the outstanding interest balance related to this note was $1,587 and $159, respectively, and was included in other current assets on the accompanying condensed consolidated balance sheets. Letter agreement with ClearThink Nukkleus is party to a letter agreement with ClearThink dated as of November 22, 2021, pursuant to which ClearThink was engaged by Nukkleus in connection with the Business Combination (See Note 15 — White lion stock purchase agreement). Craig Marshak, a member of the Board of Directors of the Company, is a managing director of ClearThink, a transaction advisory firm. ClearThink has been engaged by the Company to serve as the exclusive transactional financial advisor, and finder with respect to the Business Combination, to advise the Company with respect to the Business Combination. As of June 30, 2023, the Company has paid ClearThink $140,000, and upon closing of the Business Combination the Company is obligated to pay ClearThink 1.2% of the total transaction value plus reimbursable expenses less the $140,000 paid to ClearThink as of June 30, 2023. | NOTE 12 — RELATED PARTY TRANSACTIONS Services provided by related parties From time to time, Oliver Worsley, a shareholder of the Company, provides consulting services to the Company. As compensation for professional services provided, the Company recognized consulting expenses of $45,310 and $0 for the years ended September 30, 2022 and 2021, respectively, which have been included in professional fees on the accompanying consolidated statements of operations and comprehensive loss. As of September 30, 2022 and 2021, the accrued and unpaid services charge related to Oliver Worsley amounted to $16,691 and $0, respectively, which have been included in accounts payable and accrued liabilities on the accompanying consolidated balance sheets. From time to time, Craig Vallis, chief technology officer of DRFQ and a shareholder of the company, provides consulting services to the Company. As compensation for professional services provided, the Company recognized consulting expenses of $80,026 and $4,845 for the years ended September 30, 2022 and 2021, respectively, which have been included in professional fees on the accompanying consolidated statements of operations and comprehensive loss. The Company uses affiliate employees for various services such as the use of accountants to record the books and accounts of the Company at no charge to the Company, which are considered immaterial. Office space from related parties The Company uses office space of affiliate companies, free of rent, which is considered immaterial. Revenue from related party and cost of revenue from related party The Company’s general support services operate under a GSA with TCM providing personnel and technical support, marketing, accounting, risk monitoring, documentation processing and customer care and support. The minimum monthly amount received is $1,600,000. The Company’s general support services operate under a GSA with FXDIRECT receiving personnel and technical support, marketing, accounting, risk monitoring, documentation processing and customer care and support. The minimum monthly amount payable is $1,575,000. Both of the above entities are affiliates through common ownership. During the years ended September 30, 2022 and 2021, general support services provided to the related party, which was recorded as revenue — general support services — related party on the accompanying consolidated statements of operations and comprehensive loss were as follows: Years Ended 2022 2021 Service provided to: TCM $ 19,200,000 $ 19,200,000 $ 19,200,000 $ 19,200,000 During the years ended September 30, 2022 and 2021, services received from the related party, which was recorded as cost of revenue — general support services — related party on the accompanying consolidated statements of operations and comprehensive loss were as follows: Years Ended 2022 2021 Service received from: FXDIRECT $ 18,900,000 $ 18,900,000 $ 18,900,000 $ 18,900,000 During the year ended September 30, 2022, Digital RFQ earned revenue from FXDD Trading in the amount of $38,112 which was included in revenue — financial services on the accompanying consolidated statements of operations and comprehensive loss. Due from affiliates At September 30, 2022 and 2021, due from related parties consisted of the following: September 30, 2022 September 30, 2021 NUKK Capital (*) $ — $ 144,696 Digiclear 35,762 — TCM 895,374 2,473,177 Total $ 931,136 $ 2,617,873 (*) The balance due from NUKK Capital represents the Company’s prior investment in digital currency that was transferred to NUKK Capital in March 2019. The balance due from TCM represents unsettled funds due related to the General Services Agreement and monies that the Company paid on behalf of TCM. The balance due from Digiclear represents advances made to Digiclear. Management believes that the related parties’ receivables are fully collectable. Therefore, no allowance for doubtful accounts is deemed to be required on its due from related parties at September 30, 2022 and 2021. The Company historically has not experienced uncollectible receivables from the related parties. Due to affiliates At September 30, 2022 and 2021, due to related parties consisted of the following: September 30, 2022 September 30, 2021 Forexware LLC (1) $ 1,079,229 $ 579,229 FXDIRECT 3,042,101 3,341,893 CMH 42,000 42,000 FXDD Trading (1) 242,113 294,670 Markets Direct Payments (1) 2,114 — Match Fintech Limited (2) 106,506 — Total $ 4,514,063 $ 4,257,792 (1) (2) The balances of due to related parties represent expenses paid by Forexware LLC, FXDIRECT, FXDD Trading, Markets Direct Payments, and Match Fintech Limited on behalf of the Company and advances from CMH. The balance due to FXDIRECT may also include unsettled funds due related to the General Service Agreement. The related parties’ payables are short -term -interest Customer digital currency assets and liabilities — related party At September 30, 2022 and 2021, FXDD Trading’s digital currency, which was controlled by Digital RFQ, amounted to $248,214 and $1,168,349, respectively, which was included in customer digital currency assets and liabilities on the accompanying consolidated balance sheets. Note receivable — related party The Company originated a note receivable to its shareholder in the principal amount of $35,000 on September 1, 2022. The note shall become mature with respect to $17,500 on March 1, 2023 and with respect to $17,500 on September 1, 2023. The note bears a fixed interest rate of 5.0% per annum. For the year ended September 30, 2022, the interest income related to this note amounted to $159 and has been included in other income on the accompanying consolidated statements of operations and comprehensive loss. As of September 30, 2022, the outstanding interest balance related to this note was $159 and was included in other current assets on the accompanying consolidated balance sheets. Letter agreement with ClearThink Nukkleus is party to a letter agreement with ClearThink dated as of November 22, 2021, pursuant to which ClearThink was engaged by Nukkleus in connection with the Business Combination (See Note 15 — White lion stock purchase agreement). Craig Marshak, a member of the Board of Directors of Nukkleus, is a managing director of ClearThink, a transaction advisory firm. ClearThink has been engaged by Nukkleus to serve as the exclusive transactional financial advisor, and finder with respect to the Business Combination, to advise Nukkleus with respect to the Business Combination. As of September 30, 2022, Nukkleus has paid ClearThink $140,000, which have been included in professional fees on the accompanying consolidated statements of operations and comprehensive loss, and upon closing of the Business Combination Nukkleus is obligated to pay ClearThink 1.2% of the total transaction value plus reimbursable expenses less the $140,000 paid to ClearThink as of September 30, 2022. |
Concentrations
Concentrations | 9 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Sep. 30, 2022 | |
Nukkleus Inc.[Member] | ||
Concentrations [Line Items] | ||
CONCENTRATIONS | NOTE 13 — CONCENTRATIONS Customers The following table sets forth information as to each customer that accounted for 10% or more of the Company’s revenues for the three and nine months ended June 30, 2023 and 2022. Three Months Ended Nine Months Ended Customer 2023 2022 2023 2022 A – related party 92.1 % 93.2 % 88.8 % 93.7 % Two related party customers, whose outstanding receivables accounted for 10% or more of the Company’s total outstanding accounts receivable and due from affiliates at June 30, 2023, accounted for 91.0% of the Company’s total outstanding accounts receivable and due from affiliates at June 30, 2023. One related party customer, whose outstanding receivable accounted for 10% or more of the Company’s total outstanding due from affiliates at September 30, 2022, accounted for 96.2% of the Company’s total outstanding due from affiliates at September 30, 2022. Suppliers The following table sets forth information as to each supplier that accounted for 10% or more of the Company’s costs of revenues for the three and nine months ended June 30, 2023 and 2022. Three Months Ended Nine Months Ended Supplier 2023 2022 2023 2022 A – related party 87.1 % 89.3 % 86.7 % 87.7 % Two related party suppliers, whose outstanding payables accounted for 10% or more of the Company’s total outstanding accounts payable and due to affiliates at June 30, 2023, accounted for 79.5% of the Company’s total outstanding accounts payable and due to affiliates at June 30, 2023. Two related party suppliers, whose outstanding payables accounted for 10% or more of the Company’s total outstanding accounts payable and due to affiliates at September 30, 2022, accounted for 79.2% of the Company’s total outstanding accounts payable and due to affiliates at September 30, 2022. | NOTE 13 — CONCENTRATIONS Customers The following table sets forth information as to each customer that accounted for 10% or more of the Company’s revenues for the years ended September 30, 2022 and 2021. Years Ended Customer 2022 2021 A – related party 89.2 % 99.5 % One related party customer, whose outstanding receivable accounted for 10% or more of the Company’s total outstanding due from affiliates at September 30, 2022, accounted for 96.2% of the Company’s total outstanding due from affiliates at September 30, 2022. One related party customer, whose outstanding receivable accounted for 10% or more of the Company’s total outstanding accounts receivable and due from affiliates at September 30, 2021, accounted for 92.4% of the Company’s total outstanding accounts receivable and due from affiliates at September 30, 2021. Suppliers The following table sets forth information as to each supplier that accounted for 10% or more of the Company’s costs of revenues for the years ended September 30, 2022 and 2021. Years Ended Supplier 2022 2021 A – related party 85.2 % 97.6 % Two related party suppliers, whose outstanding payables accounted for 10% or more of the Company’s total outstanding accounts payable and due to affiliates at September 30, 2022, accounted for 79.2% of the Company’s total outstanding accounts payable and due to affiliates at September 30, 2022. Two related party suppliers, whose outstanding payables accounted for 10% or more of the Company’s total outstanding accounts payable and due to affiliates at September 30, 2021, accounted for 83.7% of the Company’s total outstanding accounts payable and due to affiliates at September 30, 2021. |
Segment Information
Segment Information | 9 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Sep. 30, 2022 | |
Nukkleus Inc.[Member] | ||
Segment Information [Abstract] | ||
SEGMENT INFORMATION | NOTE 14 — SEGMENT INFORMATION For the three and nine months ended June 30, 2023 and 2022, the Company operated in two reportable business segments — (1) the general support services segment, in which we provide software, technology, customer sales and marketing and risk management technology hardware and software solutions package under a GSA to a related party; and (2) the financial services segment, in which we provide payment services from one fiat currency to another. The Company’s reportable segments are strategic business units that offer different services and products. They are managed separately based on the fundamental differences in their operations. Information with respect to these reportable business segments for the three and nine months ended June 30, 2023 and 2022 was as follows: Three Months Ended Nine Months Ended 2023 2022 2023 2022 (as restated) (as restated) Revenues General support services $ 4,800,000 $ 4,800,000 $ 14,400,000 $ 14,400,000 Financial services 412,056 352,192 1,822,388 970,224 Total 5,212,056 5,152,192 16,222,388 15,370,224 Costs of revenues General support services 4,675,000 4,725,000 14,125,000 14,175,000 Financial services 695,074 565,633 2,162,317 1,987,557 Total 5,370,074 5,290,633 16,287,317 16,162,557 Gross profit (loss) General support services 125,000 75,000 275,000 225,000 Financial services (283,018 ) (213,441 ) (339,929 ) (1,017,333 ) Total (158,018 ) (138,441 ) (64,929 ) (792,333 ) Operating expenses Financial services 558,228 390,525 1,595,955 1,347,503 Corporate/Other 496,555 1,125,525 1,494,776 3,312,000 Total 1,054,783 1,516,050 3,090,731 4,659,503 Other income (expense) Financial services 3,057 (918 ) 6,345 (3,319 ) Corporate/Other — (330,878 ) — (402,585 ) Total 3,057 (331,796 ) 6,345 (405,904 ) Net income (loss) General support services 125,000 75,000 275,000 225,000 Financial services (838,189 ) (604,884 ) (1,929,539 ) (2,368,155 ) Corporate/Other (496,555 ) (1,456,403 ) (1,494,776 ) (3,714,585 ) Total (1,209,744 ) (1,986,287 ) (3,149,315 ) (5,857,740 ) Amortization Financial services 591,955 591,955 1,775,865 2,095,853 Corporate/Other 937 937 2,810 1,873 Total $ 592,892 $ 592,892 $ 1,778,675 $ 2,097,726 Total assets at June 30, 2023 and September 30, 2022 June 30, September 30, 2022 Financial services $ 8,203,817 $ 10,768,309 Corporate/Other 7,143,061 7,596,595 Total $ 15,346,878 $ 18,364,904 | NOTE 14 — SEGMENT INFORMATION For the years ended September 30, 2022 and 2021, the Company operated in two reportable business segments — (1) the general support services segment, in which we provide software, technology, customer sales and marketing and risk management technology hardware and software solutions package under a GSA to a related party; and (2) the financial services segment, in which we provide payment services from one fiat currency to another. The Company’s reportable segments are strategic business units that offer different services and products. They are managed separately based on the fundamental differences in their operations. Information with respect to these reportable business segments for the years ended September 30, 2022 and 2021 was as follows: Years Ended 2022 2021 (as restated) Revenues General support services $ 19,200,000 $ 19,200,000 Financial services 2,313,474 86,964 Total 21,513,474 19,286,964 Costs of revenues General support services 18,900,000 18,900,000 Financial services 3,274,870 469,286 Total 22,174,870 19,369,286 Gross profit (loss) General support services 300,000 300,000 Financial services (961,396 ) (382,322 ) Total (661,396 ) (82,322 ) Operating expenses Financial services 1,808,399 376,955 Corporate/Other 8,672,529 473,127 Total 10,480,928 850,082 Years Ended 2022 2021 (as restated) Other expense Financial services $ 12,792 $ 272 Corporate/Other 690,541 4,170 Total 703,333 4,442 Net income (loss) General support services 300,000 300,000 Financial services (2,782,587 ) (759,549 ) Corporate/Other (9,363,070 ) (477,297 ) Total (11,845,657 ) (936,846 ) Amortization Financial services 2,687,808 469,286 Corporate/Other 2,809 — Total $ 2,690,617 $ 469,286 Total assets at September 30, 2022 and 2021 September 30, 2022 September 30, 2021 Financial services $ 10,768,309 $ 15,719,792 Corporate/Other 7,596,595 2,956,696 Total $ 18,364,904 $ 18,676,488 |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended | 9 Months Ended | 12 Months Ended | |
Mar. 31, 2023 | Jun. 30, 2023 | Dec. 31, 2022 | Sep. 30, 2022 | |
Commitments and Contingencies [Abstract] | ||||
COMMITMENTS AND CONTINGENCIES | NOTE 6. COMMITMENTS Registration Rights Pursuant to a registration rights agreement entered into on June 23, 2020, the holders of the Founder Shares, Representative Shares (as defined in Note 7), Private Units (and their underlying securities) and any Units that may be issued upon conversion of the Working Capital Loans (and underlying securities) will be entitled to registration rights pursuant to a registration rights agreement. The holders of 25% 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 Business Combination Marketing Agreement The Company engaged EarlyBirdCapital as an advisor, pursuant to a Business Combination Marketing Agreement, in connection with a Business Combination to assist the Company in holding meetings with its shareholders to discuss the potential Business Combination and the target business’ attributes, introduce the Company to potential investors that are interested in purchasing the Company’s securities in connection with a Business Combination, assist the Company in obtaining shareholder approval for the Business Combination and assist the Company with its press releases and public filings in connection with the Business Combination. The Company agreed to pay EarlyBirdCapital a cash fee for such services upon the consummation of a Business Combination in an amount equal to 3.5% of the gross proceeds of Initial Public Offering, or $1,610,000, provided, however, that the this fee shall be reduced by an aggregate amount equal to 1.5% of the dollar amount of the Company’s securities purchased prior to the closing of the Business Combination by investors that: (i) were introduced to EarlyBirdCapital by the Company (or any of its direct or indirect affiliates); (ii) have not been previously introduced to a SPAC initial public offering by EarlyBirdCapital; (iii) continue to hold the Company’s ordinary shares through the closing of a Business Combination, and (iv) do not exercise redemption rights with respect thereto in connection with such Business Combination. In addition, the Company agreed to pay EarlyBirdCapital a cash fee equal to 1.0% of the total consideration payable in a Business Combination if EarlyBirdCapital introduces the Company to the target business with which the Company completes a Business Combination; provided that the foregoing fee will not be paid prior to the date that is 90 days from the effective date of the Initial Public Offering, unless FINRA determines that such payment would not be deemed underwriters’ compensation in connection with the Initial Public Offering pursuant to FINRA Rule 5110(c)(3)(B)(ii). On June 17, 2022, the Company and EarlyBirdCapital agreed to terminate, pursuant to a termination agreement (the “Termination Agreement”), the Business Combination Marketing Agreement. Pursuant to the Termination Agreement, the Representative acknowledged that no amounts are due to it by the Company pursuant to the terms of the Business Combination Marketing Agreement, and the Company acknowledged that it has no claim against the Representative in connection with the termination of the Business Combination Marketing Agreement. | NOTE 6. COMMITMENTS Registration Rights Pursuant to a registration rights agreement entered into on June 23, 2020, the holders of the Founder Shares, Representative Shares (as defined in Note 7), Private Units (and their underlying securities) and any Units that may be issued upon conversion of the Working Capital Loans (and underlying securities) will be entitled to registration rights pursuant to a registration rights agreement. The holders of 25% 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 Underwriting Agreement The Company will grant the underwriters a 45 -day -allotments -allotment The underwriters were paid a cash underwriting discount of three and one half percent (3.5%) of the gross proceeds of the Initial Public Offering, or $1,400,000. In connection with the underwriters’ exercise of their over -allotment Business Combination Marketing Agreement The Company engaged EarlyBirdCapital as an advisor, pursuant to a Business Combination Marketing Agreement, in connection with a Business Combination to assist the Company in holding meetings with its shareholders to discuss the potential Business Combination and the target business’ attributes, introduce the Company to potential investors that are interested in purchasing the Company’s securities in connection with a Business Combination, assist the Company in obtaining shareholder approval for the Business Combination and assist the Company with its press releases and public filings in connection with the Business Combination. The Company agreed to pay EarlyBirdCapital a cash fee for such services upon the consummation of a Business Combination in an amount equal to 3.5% of the gross proceeds of Initial Public Offering, or $1,610,000, provided, however, that the this fee shall be reduced by an aggregate amount equal to 1.5% of the dollar amount of the Company’s securities purchased prior to the closing of the Business Combination by investors that: (i) were introduced to EarlyBirdCapital by the Company (or any of its direct or indirect affiliates); (ii) have not been previously introduced to a SPAC initial public offering by EarlyBirdCapital; (iii) continue to hold the Company’s ordinary shares through the closing of a Business Combination, and (iv) do not exercise redemption rights with respect thereto in connection with such Business Combination. In addition, the Company will pay EarlyBirdCapital a cash fee equal to 1.0% of the total consideration payable in a Business Combination if EarlyBirdCapital introduces the Company to the target business with which the Company completes a Business Combination; provided that the foregoing fee will not be paid prior to the date that is 90 days from the effective date of the Initial Public Offering, unless FINRA determines that such payment would not be deemed underwriters’ compensation in connection with the Initial Public Offering pursuant to FINRA Rule 5110(c)(3)(B)(ii). On June 17, 2022, the Company and EarlyBirdCapital agreed to terminate, pursuant to a termination agreement (the “Termination Agreement”), the Business Combination Marketing Agreement. Pursuant to the Termination Agreement, the Representative acknowledged that no amounts are due to it by the Company pursuant to the terms of the Business Combination Marketing Agreement, and the Company acknowledged that it has no claim against the Representative in connection with the termination of the Business Combination Marketing Agreement. | ||
Nukkleus Inc.[Member] | ||||
Commitments and Contingencies [Abstract] | ||||
COMMITMENTS AND CONTINGENCIES | NOTE 15 — COMMITMENTS AND CONTINGENCIES Digital asset wallets Digital RFQ has committed to safeguard all digital assets and digital token identifiers on behalf of its customers. As such, Digital RFQ may be liable to its customers for losses arising from theft or loss of customer private keys. Digital RFQ has no reason to believe it will incur any expense associated with such potential liability because (i) it has no known or historical experience of claims to use as a basis of measurement, (ii) it accounts for and continually verifies the amount of digital assets within its control, and (iii) it engages third parties, which are digital asset trading platforms, to provide certain custodial services, including holding its customers’ digital token identifiers, securing its customers’ digital assets, and protecting them from loss or theft, including indemnification against certain types of losses such as theft. Its third -party Merger On February 22, 2022, the Company entered into an Agreement and Plan of Merger (as it may be amended, supplemented or otherwise modified from time to time, the “Merger Agreement”), by and among the Company and Brilliant Acquisition Corporation, a British Virgin Islands company (“Brilliant”). The Merger Agreement has been approved by the Company’s boards of directors. On June 23, 2023, the Company, Brilliant and BRIL Merger Sub, Inc., a Delaware corporation and wholly -owned White lion stock purchase agreement On May 17, 2022, the Company entered into a Stock Purchase Agreement (the “White Lion Agreement”) with White Lion Capital Partners, LLC a California -based -K The term of the White Lion Agreement commences on the effective date of the registration statement and shall end on December 31, 2024, or, if earlier, the date on which White Lion has purchased the maximum number of shares of the Company’s common stock provided under the White Lion Agreement, in each case on the terms and subject to the conditions set forth in the White Lion Agreement. White Lion’s purchase price will be 96% of the dollar- volume weighted average price of the Company’s common stock over the two consecutive trading days immediately following receipt of the Company’s notice of its intent to make a draw. As of June 30, 2023, the White Lion Agreement is not yet effective. During the term of the White Lion Agreement, on the terms and subject to the conditions set forth therein, the Company may draw up to the lesser of (i) the number of shares of the Company’s common stock which would result in beneficial ownership by White Lion of more than 4.99% of the outstanding shares of the Company’s common stock, (ii) the number of shares of the Company’s common stock equal to 30% of the average daily trading volume of the Company’s common stock over the five consecutive trading days immediately following the notice date, or (iii) the number of the Company’s common stock obtained by dividing $1,500,000 by the closing sale price of the Company’s common stock on the notice date. The Company is not entitled to draw on the White Lion Agreement if the closing sale price of the Company’s common stock on the trading day immediately preceding the notice date is less than $1.00 (following the reverse stock split proposed in connection with the closing of the Business Combination and described in the Company’s Current Report on Form 8 -K -cash -K In addition to the shares to be issued under the White Lion Agreement, the Company will include in its registration statement additional shares of the Company’s common stock in the amount of $750,000 being issued to White Lion in connection with the execution of the White Lion Agreement. White lion registration rights agreement In connection with the Company’s entry into the White Lion Agreement, the Company entered into a Registration Rights Agreement with White Lion (the “Registration Rights Agreement”). Pursuant to the terms of the Registration Rights Agreement, the Company has agreed to use its commercially reasonable efforts to file a registration statement under the Securities Act registering the resale of the shares sold under the White Lion Agreement within sixty days of the closing of the Business Combination. The Registration Rights Agreement also provides that the Company is required to use its commercially reasonable efforts to keep the registration effective and to prepare and file with the SEC such amendments and supplements if the foregoing registration statement is not then in effect, and the Company proposes to file certain types of registration statements under as may be necessary to keep the registration statement effective. | NOTE 15 — COMMITMENTS AND CONTINGENCIES Litigation From time to time, the Company is subject to ordinary routine litigation incidental to its normal business operations. The Company is not currently a party to, and its property is not subject to, any material legal proceedings, except as set forth below. On April 16, 2020, the Company was named as a defendant in the BT Prime Litigation. The BT Prime Litigation was brought by BT Prime against Boston Technologies Powered by Forexware LLC f/k/a Forexware LLC (“Forexware”), Currency Mountain Holdings LLC, Currency Mountain Holdings Limited f/k/a Forexware Malta Holdings Ltd., FXDirectDealer, LLC, FXDD Malta Ltd., Nukkleus, Nukkleus Bermuda Limited and Global Elite Holdings Ltd. f/k/a Currency Mountain Holdings Bermuda, Ltd. BT Prime sought, amongst other relief, a determination that the defendants were liable for all of the debts of BT Prime stemming from its bankruptcy proceedings, and sought to recover certain amounts transferred to Forexware and FXDD Malta prior to the initiation of the bankruptcy case. In the sole claim asserted against Nukkleus, BT Prime alleged that Nukkleus acquired certain technology assets from Forexware and is a continuation of the business of Forexware and a successor -in-interest Nukkleus has issued a limited guarantee of the obligations under a settlement agreement among BT Prime and the defendants other than Nukkleus, limited to an amount equal to $2,050,000, which guarantee is subject to release following payment by the defendants other than Nukkleus of their obligations under the settlement agreement. Nukkleus management believes that the term of the limited guarantee will expire without any payment obligation or other cost to Nukkleus. On May 31, 2022, the BT Prime Litigation was dismissed with prejudice by the bankruptcy court as to Nukkleus and FXDD Malta Ltd., following which none of Nukkleus or any of its direct or indirect subsidiaries were party to the BT Prime Litigation. Digital asset wallets Digital RFQ has committed to safeguard all digital assets and digital token identifiers on behalf of its customers. As such, Digital RFQ may be liable to its customers for losses arising from theft or loss of customer private keys. Digital RFQ has no reason to believe it will incur any expense associated with such potential liability because (i) it has no known or historical experience of claims to use as a basis of measurement, (ii) it accounts for and continually verifies the amount of digital assets within its control, and (iii) it engages third parties, which are digital asset trading platforms, to provide certain custodial services, including holding its customers’ digital token identifiers, securing its customers’ digital assets, and protecting them from loss or theft, including indemnification against certain types of losses such as theft. Its third -party Merger On February 22, 2022, the Company entered into an Agreement and Plan of Merger (as it may be amended, supplemented or otherwise modified from time to time, the “Merger Agreement”), by and among the Company and Brilliant Acquisition Corporation, a British Virgin Islands company (“Brilliant”). The Merger Agreement has been approved by the Company’s board of directors. On January 20, 2023, parties to the Merger Agreement entered into an Amendment No. 3 to the Merger Agreement (the “Amendment”) solely to extend the Outside Closing Date (as defined in the Merger Agreement), to the later of (i) April 23, 2023, or, (ii) following the approval by Brilliant’s shareholders of the extension of the life of the SPAC pursuant to Brilliant’s articles of association, to the date so approved, but not later than June 23, 2023. The transaction is expected to close in the third quarter of fiscal year 2023 provided however there is no guarantee that the transaction will close. The Company made loans with an aggregate principal of $121,650 to Brilliant in subsequent period. The principal shall be payable promptly after the date on which Brilliant consummates an initial business combination with a target business. The principal may be prepaid at any time. These loans bear a fixed interest rate of 0% per annum. These loans shall not be convertible into any securities of Brilliant, and the Company shall have no recourse with respect to Brilliant’s ability to convert these loans into any securities of Brilliant. White lion stock purchase agreement On May 17, 2022, the Company entered into a Stock Purchase Agreement (the “White Lion Agreement”) with White Lion Capital Partners, LLC a California -based -K The term of the White Lion Agreement commences on the effective date of the registration statement and shall end on December 31, 2024, or, if earlier, the date on which White Lion has purchased the maximum number of shares of the Company’s common stock provided under the White Lion Agreement, in each case on the terms and subject to the conditions set forth in the White Lion Agreement. White Lion’s purchase price will be 96% of the dollar- volume weighted average price of the Company’s common stock over the two consecutive trading days immediately following receipt of the Company’s notice of its intent to make a draw. As of September 30, 2022, the White Lion Agreement is not yet effective. During the term of the White Lion Agreement, on the terms and subject to the conditions set forth therein, the Company may draw up to the lesser of (i) the number of shares of the Company’s common stock which would result in beneficial ownership by White Lion of more than 4.99% of the outstanding shares of the Company’s common stock, (ii) the number of shares of the Company’s common stock equal to 30% of the average daily trading volume of the Company’s common stock over the five consecutive trading days immediately following the notice date, or (iii) the number of the Company’s common stock obtained by dividing $1,500,000 by the closing sale price of the Company’s common stock on the notice date. The Company is not entitled to draw on the White Lion Agreement if the closing sale price of the Company’s common stock on the trading day immediately preceding the notice date is less than $1.00 (following the reverse stock split proposed in connection with the closing of the Business Combination and described in the Company’s Current Report on Form 8 -K -cash -K In addition to the shares to be issued under the White Lion Agreement, the Company will include in its registration statement additional shares of the Company’s common stock in the amount of $750,000 being issued to White Lion in connection with the execution of the White Lion Agreement. White lion registration rights agreement In connection with the Company’s entry into the White Lion Agreement, the Company entered into a Registration Rights Agreement with White Lion (the “Registration Rights Agreement”). Pursuant to the terms of the Registration Rights Agreement, the Company has agreed to use its commercially reasonable efforts to file a registration statement under the Securities Act registering the resale of the shares sold under the White Lion Agreement within sixty days of the closing of the Business Combination. The Registration Rights Agreement also provides that the Company is required to use its commercially reasonable efforts to keep the registration effective and to prepare and file with the SEC such amendments and supplements if the foregoing registration statement is not then in effect, and the Company proposes to file certain types of registration statements under as may be necessary to keep the registration statement effective. |
Restatements of Previously Issu
Restatements of Previously Issued Financial Statements | 12 Months Ended |
Sep. 30, 2022 | |
Nukkleus Inc.[Member] | |
Restatements of Previously Issued Financial Statements [Abstract] | |
RESTATEMENTS OF PREVIOUSLY ISSUED FUNANCIAL STATEMENTS | NOTE 16 — RESTATEMENTS OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS Nine months ended June 30, 2021 — unaudited The Company adjusted the acquisition cost and the allocation of net assets acquired based on a third party valuation report. The original estimated fair value of the net assets acquired and recorded by the Company decreased by $2,861,631 from the original estimated valuation with a corresponding decrease in additional paid -in Estimated Transaction Valuation Restated Assets acquired: Cash $ 21,370 $ 21,370 Accounts receivable 46,602 46,602 Other current assets 142 142 Intangible assets 14,010,631 74,771 (2,861,631 ) 11,223,771 Total assets 14,078,745 11,291,885 Liabilities assumed: Accounts payable and accrued liabilities 78,745 78,745 Total liabilities 78,745 78,745 Purchase price $ 14,000,000 74,771 (2,861,631 ) $ 11,213,140 The impact of these errors was an overstatement of total assets and total equity by approximately $2,862,000, and an overstatement of non -cash As Reported Adjustment As Restated Consolidated Balance Sheet As of June 30, 2021 Intangible assets, net $ 13,940,257 $ (2,861,631 ) $ 11,078,626 Total non-current assets $ 13,940,257 $ (2,861,631 ) $ 11,078,626 Total assets $ 17,000,367 $ (2,861,631 ) $ 14,138,736 Additional paid-in capital $ 10,235,758 $ (2,003,142 ) $ 8,232,616 Total Nukkleus Inc. stockholders’ equity $ 8,550,382 $ (2,003,142 ) $ 6,547,240 Non-controlling interest $ 4,203,302 $ (858,489 ) $ 3,344,813 Total equity $ 12,753,684 $ (2,861,631 ) $ 9,892,053 Total liabilities and equity $ 17,000,367 $ (2,861,631 ) $ 14,138,736 As Reported Adjustment As Restated Condensed Consolidated Statement of Cash Flow for the Nine Months Ended June 30, 2021 Non-cash investing and financing activities: Common stock issued in connection with acquisition $ 9,814,000 $ (2,003,142 ) $ 7,810,858 Year ended September 30, 2021 During the year ended September 30, 2021, the Company misstated the customer custodial cash, unearned revenue, customer custodial cash liabilities, customer digital currency assets and liabilities, and inadvertently misreported cost of revenue — financial services and operating expenses. The impact of these errors was an understatement of total assets and total liabilities by approximately $2,017,000, an overstatement of cost of revenue — financial services and an understatement of operating expenses of approximately $293,000 for the year ended September 30, 2021, and an understatement of net cash provided by operating activities of approximately $871,000 for the year ended September 30, 2021. These errors did not have any impact on consolidated operating loss, net loss or earnings per share. The Company’s September 30, 2021 financial statements have been restated for the impact of these adjustments as follows: As Reported Adjustment As Restated Consolidated Balance Sheet As of September 30, 2021 Cash $ 355,673 $ 48,098 $ 403,771 Customer custodial cash $ — $ 799,302 $ 799,302 Customer digital currency assets $ — $ 1,168,349 $ 1,168,349 Digital assets $ — $ 903 $ 903 Total current assets $ 3,043,720 $ 2,016,652 $ 5,060,372 Intangible assets, net $ 13,616,116 $ (2,861,631 ) $ 10,754,485 Total non-current assets $ 13,616,116 $ (2,861,631 ) $ 10,754,485 Total assets $ 16,659,836 $ (844,979 ) $ 15,814,857 Customer custodial cash liabilities $ — $ 799,302 $ 799,302 Customer digital currency liabilities $ — $ 1,168,349 $ 1,168,349 Accounts payable and accrued liabilities $ 380,721 $ 49,001 $ 429,722 Total current liabilities $ 4,638,513 $ 2,016,652 $ 6,655,165 Total liabilities $ 4,638,513 $ 2,016,652 $ 6,655,165 Additional paid-in capital $ 14,474,839 $ (2,861,631 ) $ 11,613,208 Total stockholders’ equity $ 12,021,323 $ (2,861,631 ) $ 9,159,692 Total liabilities and stockholders’ equity $ 16,659,836 $ (844,979 ) $ 15,814,857 As Reported Adjustment As Restated Consolidated Statement of Operations and Comprehensive Loss for the Year Ended September 30, 2021 Cost of revenue – financial services $ 762,297 $ (293,011 ) $ 469,286 Total costs of revenues $ 19,662,297 $ (293,011 ) $ 19,369,286 Gross loss – financial services $ (675,333 ) $ 293,011 $ (382,322 ) Total gross loss $ (375,333 ) $ 293,011 $ (82,322 ) Professional fees $ 396,277 $ 138,559 $ 534,836 Other general and administrative $ 160,794 $ 154,452 $ 315,246 Total operating expenses $ 557,071 $ 293,011 $ 850,082 As Reported Adjustment As Restated Consolidated Statement of Cash Flow for the Year Ended September 30, 2021 Customer digital currency assets $ — $ (1,201,019 ) $ (1,201,019 ) Digital assets $ — $ (929 ) $ (929 ) Customer custodial cash liabilities $ — $ 821,653 $ 821,653 Customer digital currency liabilities $ — $ 1,201,019 $ 1,201,019 Accounts payable and accrued liabilities $ 113,711 $ 50,371 $ 164,082 Net cash provided by operating activities $ 295,887 $ 871,095 $ 1,166,982 Effect of exchange rate on cash $ 239 $ (23,695 ) $ (23,456 ) Net increase in cash $ 272,824 $ 847,400 $ 1,120,224 Cash – end of year $ 355,673 $ 847,400 $ 1,203,073 Non-cash investing and financing activities: Common stock issued in connection with acquisition $ 14,014,000 $ (2,861,631 ) $ 11,152,369 Three months ended December 31, 2021 — unaudited During the three months ended December 31, 2021, the Company misstated the customer custodial cash, unearned revenue, customer custodial cash liabilities, customer digital currency assets and liabilities, and inadvertently misreported cost of revenue — financial services and operating expenses. The impact of these errors was an understatement of total assets and total liabilities by approximately $1,117,000, an overstatement of cost of revenue — financial services and an understatement of operating expenses of approximately $133,000 for the three months ended December 31, 2021, and an understatement of net cash used in operating activities of approximately $755,000 for the three months ended December 31, 2021. These errors did not have any impact on consolidated operating loss, net loss or earnings per share. The Company’s December 31, 2021 financial statements have been restated for the impact of these adjustments as follows: As Reported Adjustment As Restated Condensed Consolidated Balance Sheet As of December 31, 2021 Cash $ 50,623 $ 2,252 $ 52,875 Customer custodial cash $ — $ 90,951 $ 90,951 Customer digital currency assets $ — $ 1,022,407 $ 1,022,407 Digital assets $ — $ 1,123 $ 1,123 Total current assets $ 2,733,446 $ 1,116,733 $ 3,850,179 Total assets $ 19,177,988 $ 1,116,733 $ 20,294,721 Customer custodial cash liabilities $ — $ 90,951 $ 90,951 Customer digital currency liabilities $ — $ 1,022,407 $ 1,022,407 Accounts payable and accrued liabilities $ 579,351 $ 3,375 $ 582,726 Total current liabilities $ 4,984,616 $ 1,116,733 $ 6,101,349 Total liabilities $ 4,984,616 $ 1,116,733 $ 6,101,349 Total liabilities and stockholders’ equity $ 19,177,988 $ 1,116,733 $ 20,294,721 As Reported Adjustment As Restated Condensed Consolidated Statement of Operations and Comprehensive Loss for the Three Months Ended December 31, 2021 Cost of revenue – financial services $ 1,007,431 $ (133,226 ) $ 874,205 Total costs of revenues $ 5,732,431 $ (133,226 ) $ 5,599,205 Gross loss – financial services $ (678,416 ) $ 133,226 $ (545,190 ) Total gross loss $ (603,416 ) $ 133,226 $ (470,190 ) Professional fees $ 921,732 $ 133,226 $ 1,054,958 Other general and administrative $ 353,121 $ — $ 353,121 Total operating expenses $ 1,340,207 $ 133,226 $ 1,473,433 As Reported Adjustment As Restated Condensed Consolidated Statement of Cash Flow for the Three Months Ended December 31, 2021 Customer digital currency assets $ — $ 151,118 $ 151,118 Digital assets $ — $ (214 ) $ (214 ) Customer custodial cash liabilities $ — $ (709,188 ) $ (709,188 ) Customer digital currency liabilities $ — $ (151,118 ) $ (151,118 ) Accounts payable and accrued liabilities $ 197,371 $ (45,667 ) $ 151,704 Net cash used in operating activities $ (305,264 ) $ (755,069 ) $ (1,060,333 ) Effect of exchange rate on cash $ 214 $ 872 $ 1,086 Net decrease in cash $ (305,050 ) $ (754,197 ) $ (1,059,247 ) Cash – beginning of period $ 355,673 $ 847,400 $ 1,203,073 Cash – end of period $ 50,623 $ 93,203 $ 143,826 Six months ended March 31, 2022 — unaudited During the six months ended March 31, 2022, the Company misstated the customer custodial cash, unearned revenue, customer custodial cash liabilities, customer digital currency assets and liabilities, and inadvertently misreported cost of revenue — financial services and operating expenses. The impact of these errors was an understatement of total assets and total liabilities by approximately $2,415,000, an overstatement of cost of revenue — financial services and an understatement of operating expenses of approximately $142,000 and $276,000, respectively, for the three and six months ended March 31, 2022, and an overstatement of net cash used in operating activities of approximately $286,000 for the six months ended March 31, 2022. These errors did not have any impact on consolidated operating loss, net loss or earnings per share. The Company’s March 31, 2022 financial statements have been restated for the impact of these adjustments as follows: As Reported Adjustment As Restated Condensed Consolidated Balance Sheet As of March 31, 2022 Cash $ 50,444 $ 23,801 $ 74,245 Customer custodial cash $ — $ 1,082,421 $ 1,082,421 Customer digital currency assets $ — $ 1,307,042 $ 1,307,042 Digital assets $ — $ 1,397 $ 1,397 Total current assets $ 1,612,376 $ 2,414,661 $ 4,027,037 Total assets $ 22,404,645 $ 2,414,661 $ 24,819,306 Customer custodial cash liabilities $ — $ 1,082,421 $ 1,082,421 Customer digital currency liabilities $ — $ 1,307,042 $ 1,307,042 Accounts payable and accrued liabilities $ 561,460 $ 25,198 $ 586,658 Total current liabilities $ 4,587,814 $ 2,414,661 $ 7,002,475 Total liabilities $ 4,587,814 $ 2,414,661 $ 7,002,475 Total liabilities and stockholders’ equity $ 22,404,645 $ 2,414,661 $ 24,819,306 As Reported Adjustment As Restated Condensed Consolidated Statement of Operations and Comprehensive Loss for the Three Months Ended March 31, 2022 Cost of revenue – financial services $ 690,184 $ (142,465 ) $ 547,719 Total costs of revenues $ 5,415,184 $ (142,465 ) $ 5,272,719 Gross loss – financial services $ (401,167 ) $ 142,465 $ (258,702 ) Total gross loss $ (326,167 ) $ 142,465 $ (183,702 ) Professional fees $ 1,066,816 $ 142,465 $ 1,209,281 Total operating expenses $ 1,527,555 $ 142,465 $ 1,670,020 As Reported Adjustment As Restated Condensed Consolidated Statement of Operations and Comprehensive Loss for the Six Months Ended March 31, 2022 Cost of revenue – financial services $ 1,697,615 $ (275,691 ) $ 1,421,924 Total costs of revenues $ 11,147,615 $ (275,691 ) $ 10,871,924 Gross loss – financial services $ (1,079,583 ) $ 275,691 $ (803,892 ) Total gross loss $ (929,583 ) $ 275,691 $ (653,892 ) Professional fees $ 1,988,548 $ 275,691 $ 2,264,239 Total operating expenses $ 2,867,762 $ 275,691 $ 3,143,453 As Reported Adjustment As Restated Condensed Consolidated Statement of Cash Flow for the Six Months Ended March 31, 2022 Customer digital currency assets $ — $ (170,955 ) $ (170,955 ) Digital assets $ — $ (528 ) $ (528 ) Customer custodial cash liabilities $ — $ 309,542 $ 309,542 Customer digital currency liabilities $ — $ 170,955 $ 170,955 Accounts payable and accrued liabilities $ 187,364 $ (23,135 ) $ 164,229 Net cash (used in) provided by operating activities $ (304,371 ) $ 285,879 $ (18,492 ) Effect of exchange rate on cash $ (858 ) $ (27,057 ) $ (27,915 ) Net (decrease) increase in cash $ (305,229 ) $ 258,822 $ (46,407 ) Cash – beginning of period $ 355,673 $ 847,400 $ 1,203,073 Cash – end of period $ 50,444 $ 1,106,222 $ 1,156,666 Nine months ended June 30, 2022 — unaudited During the nine months ended June 30, 2022, the Company misstated the customer custodial cash, unearned revenue, customer custodial cash liabilities, customer digital currency assets and liabilities, and inadvertently misreported cost of revenue — financial services and operating expenses. The impact of these errors was an understatement of total assets and total liabilities by approximately $1,937,000, an overstatement of cost of revenue — financial services and an understatement of operating expenses of approximately $135,000 and $411,000, respectively, for the three and nine months ended June 30, 2022, and an overstatement of net cash used in operating activities of approximately $272,000 for the nine months ended June 30, 2022. These errors did not have any impact on consolidated operating loss, net loss or earnings per share. The Company’s June 30, 2022 financial statements have been restated for the impact of these adjustments as follows: As Reported Adjustment As Restated Condensed Consolidated Balance Sheet As of June 30, 2022 Cash $ 23,142 $ 52,685 $ 75,827 Customer custodial cash $ — $ 965,918 $ 965,918 Customer digital currency assets $ — $ 898,516 $ 898,516 Digital assets $ — $ 20,076 $ 20,076 Total current assets $ 972,195 $ 1,937,195 $ 2,909,390 Total assets $ 20,840,892 $ 1,937,195 $ 22,778,087 Customer custodial cash liabilities $ — $ 965,918 $ 965,918 Customer digital currency liabilities $ — $ 898,516 $ 898,516 Accounts payable and accrued liabilities $ 543,267 $ 72,761 $ 616,028 Total current liabilities $ 4,457,083 $ 1,937,195 $ 6,394,278 Total liabilities $ 4,457,083 $ 1,937,195 $ 6,394,278 Total liabilities and stockholders’ equity $ 20,840,892 $ 1,937,195 $ 22,778,087 As Reported Adjustment As Restated Condensed Consolidated Statement of Operations and Comprehensive Loss for the Three Months Ended June 30, 2022 Cost of revenue – financial services $ 700,705 $ (135,072 ) $ 565,633 Total costs of revenues $ 5,425,705 $ (135,072 ) $ 5,290,633 Gross loss – financial services $ (348,513 ) $ 135,072 $ (213,441 ) Total gross loss $ (273,513 ) $ 135,072 $ (138,441 ) Professional fees $ 911,856 $ 135,071 $ 1,046,927 Compensation and related benefits $ 100,115 $ (9,501 ) $ 90,614 Other general and administrative $ 155,539 $ 9,502 $ 165,041 Total operating expenses $ 1,380,978 $ 135,072 $ 1,516,050 As Reported Adjustment As Restated Condensed Consolidated Statement of Operations and Comprehensive Loss for the Nine Months Ended June 30, 2022 Cost of revenue – financial services $ 2,398,320 $ (410,763 ) $ 1,987,557 Total costs of revenues $ 16,573,320 $ (410,763 ) $ 16,162,557 Gross loss – financial services $ (1,428,096 ) $ 410,763 $ (1,017,333 ) Total gross loss $ (1,203,096 ) $ 410,763 $ (792,333 ) Professional fees $ 2,900,404 $ 410,762 $ 3,311,166 Compensation and related benefits $ 355,359 $ (9,501 ) $ 345,858 Other general and administrative $ 449,216 $ 9,502 $ 458,718 Total operating expenses $ 4,248,740 $ 410,763 $ 4,659,503 As Reported Adjustment As Restated Condensed Consolidated Statement of Cash Flow for the Nine Months Ended June 30, 2022 Customer digital currency assets $ — $ 1,139,351 $ 1,139,351 Digital assets $ — $ (20,769 ) $ (20,769 ) Customer custodial cash liabilities $ — $ 262,180 $ 262,180 Customer digital currency liabilities $ — $ (1,139,351 ) $ (1,139,351 ) Accounts payable and accrued liabilities $ 183,463 $ 30,681 $ 214,144 Net cash (used in) provided by operating activities $ (328,926 ) $ 272,092 $ (56,834 ) Effect of exchange rate on cash $ (3,605 ) $ (100,889 ) $ (104,494 ) Net (decrease) increase in cash $ (332,531 ) $ 171,203 $ (161,328 ) Cash – beginning of period $ 355,673 $ 847,400 $ 1,203,073 Cash – end of period $ 23,142 $ 1,018,603 $ 1,041,745 |
Subsequent Events
Subsequent Events | 6 Months Ended | 9 Months Ended | 12 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2023 | Dec. 31, 2022 | Sep. 30, 2022 | |
Subsequent Events [Line Items] | ||||
SUBSEQUENT EVENTS | NOTE 10. SUBSEQUENT EVENTS On July 20, 2023, the Company issued an unsecured promissory note to Nukkleus (the “Promissory Note XVI”), pursuant to which we could borrow up to an aggregate principal amount of $32,300. The note is non -interest -up The Company did not identify any other subsequent events that would have required adjustment or disclosure in the unaudited condensed financial statements. | NOTE 10. SUBSEQUENT EVENTS On January 19, 2023, the Company issued an unsecured promissory note to Nukkleus (the “Promissory Note X”), pursuant to which we could borrow up to an aggregate principal amount of $21,350. The note is non -interest -up -up On February 23, 2023, the Company issued an unsecured promissory note to Nukkleus (the “Promissory Note XI”), pursuant to which we could borrow up to an aggregate principal amount of $32,500. The note is non -interest In February 2023, in connection with the Termination Agreement, all 100,000 Representative Shares were cancelled for no consideration. The Company did not identify any other subsequent events that would have required adjustment or disclosure in the unaudited condensed financial statements. | ||
Nukkleus Inc.[Member] | ||||
Subsequent Events [Line Items] | ||||
SUBSEQUENT EVENTS | NOTE 16 — SUBSEQUENT EVENTS Management has evaluated subsequent events through the date of the filing. Management is not aware of any significant events that occurred subsequent to the balance sheet date that would have a material effect on the financial statements and would require adjustment or disclosure thereto. | NOTE 17 — SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements. |
Note Receivable
Note Receivable | 9 Months Ended |
Jun. 30, 2023 | |
Nukkleus Inc.[Member] | |
Note Receivable [Line Items] | |
NOTE RECEIVABLE | NOTE 6 — NOTE RECEIVABLE As of June 30, 2023, the Company made loans with an aggregate principal of $154,150 to Brilliant. The principal shall be payable promptly after the date on which Brilliant consummates an initial business combination with a target business. The principal may be prepaid at any time. These loans bear a fixed interest rate of 0% per annum. These loans shall not be convertible into any securities of Brilliant, and the Company shall have no recourse with respect to Brilliant’s ability to convert these loans into any securities of Brilliant (See Note 15 — Merger). |
Initial Public Offering
Initial Public Offering | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Initial Public Offering [Abstract] | ||
INITIAL PUBLIC OFFERING | NOTE 3. INITIAL PUBLIC OFFERING Pursuant to the Initial Public Offering, the Company sold 4,000,000 Units, at a purchase price of $10.00 per Unit. Each Unit consists of one ordinary share, one right (“Public Right”) and one redeemable warrant (“Public Warrant”). Each Public Right entitles the holder to 1/10 of an ordinary share upon consummation of a Business Combination (see Note 7). Each Public Warrant entitles the holder to purchase one ordinary share at an exercise price of $11.50 per share (see Note 7). On June 30, 2020, the underwriters fully exercised their over -allotment | NOTE 3. INITIAL PUBLIC OFFERING Pursuant to the Initial Public Offering, the Company sold 4,000,000 Units, at a purchase price of $10.00 per Unit. Each Unit consists of one ordinary share, one right (“Public Right”) and one redeemable warrant (“Public Warrant”). Each Public Right entitles the holder to 1/10 of an ordinary share upon consummation of a Business Combination (see Note 7). Each Public Warrant entitles the holder to purchase one ordinary share at an exercise price of $11.50 per share (see Note 7). On June 30, 2020, the underwriters fully exercised their over -allotment |
Private Placement
Private Placement | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Private Placement [Abstract] | ||
PRIVATE PLACEMENT | NOTE 4. PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate amount of 240,000 Private Units at a price of $10.00 per Private Unit, or $2,400,000, from the Company in a private placement. As a result of the underwriters’ election to fully exercise their over -allotment | NOTE 4. PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Sponsor, directors of the Company and the Company’s business advisors purchased an aggregate of 240,000 Private Units at a price of $10.00 per Private Unit, or $2,400,000, from the Company in a private placement. As a result of the underwriters’ election to fully exercise their over -allotment |
Shareholders_ Equity
Shareholders’ Equity | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Shareholders’ Equity [Abstract] | ||
SHAREHOLDERS’ EQUITY | NOTE 7. SHAREHOLDERS’ EQUITY Ordinary Shares Rights -tenth -converted 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 rights will not receive any of such funds with respect to their rights, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such rights, and the rights will expire worthless. Further, there are no contractual penalties for failure to deliver securities to the holders of the rights upon consummation of a Business Combination. Additionally, in no event will the Company be required to net cash settle the rights. Accordingly, holders of the rights might not receive the shares of ordinary shares underlying the rights. Warrants — five The Company may call the warrants for redemption (excluding the Private Warrants), in whole and not in part, at a price of $0.01 per warrant: • • • -trading • -day In addition, if (x) the Company issues additional ordinary shares or equity -linked The Private Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Warrants and the ordinary shares issuable upon the exercise of the Private Warrants will not be transferable, assignable or salable until after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Warrants will be exercisable on a cashless basis and be non -redeemable 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 ordinary shares issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. However, except as described above, the warrants will not be adjusted for issuances of ordinary shares 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 respect to such warrants. Accordingly, the warrants may expire worthless. Representative Shares EarlyBirdCapital and its designees purchased 100,000 ordinary shares (the “Representative Shares) for an aggregate price of $10.00. The Company accounted for the Representative Shares as an offering cost of the Initial Public Offering, with a corresponding credit to shareholders’ equity. The Company estimated the fair value of the Representative Shares to be $2,200 based upon the price of the Founder Shares issued to the initial shareholders. The holders of the Representative Shares have agreed not to transfer, assign or sell any such shares until the completion of a Business Combination. In addition, the holders have agreed (i) to waive their conversion rights (or rights to participate in any tender offer) with respect to such shares in connection with the completion of a Business Combination and (ii) to waive their rights to liquidating distributions from the Trust Account with respect to such shares if the Company fails to complete a Business Combination within the Combination Period. The Representative Shares have been deemed compensation by FINRA and are therefore subject to a lock -up | NOTE 7. SHAREHOLDERS’ EQUITY Ordinary Shares Rights -tenth -converted 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 rights will not receive any of such funds with respect to their rights, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such rights, and the rights will expire worthless. Further, there are no contractual penalties for failure to deliver securities to the holders of the rights upon consummation of a Business Combination. Additionally, in no event will the Company be required to net cash settle the rights. Accordingly, holders of the rights might not receive the shares of ordinary shares underlying the rights. Warrants — five The Company may call the warrants for redemption (excluding the Private Warrants), in whole and not in part, at a price of $0.01 per warrant: • • • -trading • -day In addition, if (x) the Company issues additional ordinary shares or equity -linked The Private Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Warrants and the ordinary shares issuable upon the exercise of the Private Warrants will not be transferable, assignable or salable until after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Warrants will be exercisable on a cashless basis and be non -redeemable 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 ordinary shares issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. However, except as described above, the warrants will not be adjusted for issuances of ordinary shares 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 respect to such warrants. Accordingly, the warrants may expire worthless. Representative Shares EarlyBirdCapital and its designees purchased 100,000 ordinary shares (the “Representative Shares) for an aggregate price of $10.00. The Company accounted for the Representative Shares as an offering cost of the Initial Public Offering, with a corresponding credit to shareholders’ equity. The Company estimated the fair value of the Representative Shares to be $2,200 based upon the price of the Founder Shares issued to the initial shareholders. The holders of the Representative Shares have agreed not to transfer, assign or sell any such shares until the completion of a Business Combination. In addition, the holders have agreed (i) to waive their conversion rights (or rights to participate in any tender offer) with respect to such shares in connection with the completion of a Business Combination and (ii) to waive their rights to liquidating distributions from the Trust Account with respect to such shares if the Company fails to complete a Business Combination within the Combination Period. The Representative Shares have been deemed compensation by FINRA and are therefore subject to a lock -up |
Derivative Warrant Liabilities
Derivative Warrant Liabilities | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ||
DERIVATIVE WARRANT LIABILITIES | NOTE 8. DERIVATIVE WARRANT LIABILITIES As of June 30, 2023, the Company had 261,000 Private Warrants outstanding. The Private Warrants are recognized as warrant liabilities and subsequently measured at fair value. The Private Warrants will be identical to the Public Warrants (see Note 7) underlying the Units being sold in the Initial Public Offering, except that the Private Warrants and the ordinary shares issuable upon the exercise of the Private Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Warrants will be exercisable on a cashless basis and be non -redeemable | NOTE 8. DERIVATIVE WARRANT LIABILITIES As of December 31, 2022 and 2021, the Company had 261,000 Private Warrants outstanding. The Private Warrants are recognized as warrant liabilities and subsequently measured at fair value. The Private Warrants will be identical to the Public Warrants (see Note 7) underlying the Units being sold in the Initial Public Offering, except that the Private Warrants and the ordinary shares issuable upon the exercise of the Private Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Warrants will be exercisable on a cashless basis and be non -redeemable |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | ||
FAIR VALUE MEASUREMENTS | NOTE 9. FAIR VALUE MEASUREMENTS The Company follows the guidance in ASC Topic 820 for its financial assets and liabilities that are re -measured -financial -measured The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: • • • 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. As of June 30, 2023 and December 31, 2022, the carrying values of cash, prepaid expenses, accounts payable, accrued expenses, franchise tax payable and notes payable to related party approximate their fair values due to the short -term As noted in Note 8, the Company has concluded that its Private Warrants should be presented as liabilities with subsequent fair value remeasurement. Accordingly, the fair value of the Private Warrants was classified from Level 1 measurement to Level 3 measurement. The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of June 30, 2023 and December 31, 2022 and indicates the fair value of held to maturity securities as follows. Description Level June 30, 2023 December 31, 2022 Assets: Trust Account – U.S. Treasury Securities Money Market Fund 1 $ — $ — Liabilities: Derivative Warrant Liability – Private Warrant 3 $ 10,183 $ 10,643 The fair value of the Private Warrants was estimated using Binomial model for the six months ended June 30, 2023 and 2022, respectively. For the six months ended June 30, 2023 and 2022 on the statements of operations, the Company recognized a decrease of $460 and $61,383 in the fair value of warrant liabilities presented respectively, as change in fair value of derivative warrant liabilities on the accompanying statement of operations. The estimated fair value of the Private Warrants is determined using Level 3 inputs. Inherent in these valuations are assumptions related to expected stock -price -free -free -coupon The following table provides quantitative information regarding Level 3 fair value measurements inputs for the Company’s warrants at their measurement dates: June 30, 2023 December 31, 2022 Volatility 3.18 % 3.40 % Share price 11.30 10.72 Expected life of the warrants to convert 5.06 5.23 Risk free rate 4.17 % 4.04 % Dividend yield 0.00 % 0.00 % The change in the fair value of the derivative warrant liabilities for the six months ended June 30, 2023 and 2022 were as below: Derivative Warrant Liabilities as of December 31, 2021 $ 180,479 Change in fair value of derivative warrant liabilities (5,041 ) Derivative Warrant Liabilities as of March 31, 2022 $ 175,438 Change in fair value of derivative warrant liabilities (56,342 ) Derivative Warrant Liabilities as of June 30, 2022 $ 119,096 Derivative Warrant Liabilities as of December 31, 2022 $ 10,643 Change in fair value of derivative warrant liabilities 925 Derivative Warrant Liabilities as of March 31, 2023 $ 11,568 Change in fair value of derivative warrant liabilities (1,385 ) Derivative Warrant Liabilities as of June 30, 2023 $ 10,183 | NOTE 9. FAIR VALUE MEASUREMENTS The Company follows the guidance in ASC Topic 820 for its financial assets and liabilities that are re -measured -financial -measured The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: • • • 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. As of December 31, 2022 and 2021, the carrying values of cash, prepaid expenses, accounts payable, accrued expenses, franchise tax payable and notes payable to related party approximate their fair values due to the short -term As noted in Note 8, the Company has concluded that its Private Warrants should be presented as liabilities with subsequent fair value remeasurement. Accordingly, the fair value of the Private Warrants was classified from Level 1 measurement to Level 3 measurement. The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at December 31, 2022 and 2021 and indicates the fair value of held to maturity securities as follows. Level December 31, 2022 December 31, 2021 Description Assets: Trust Account – U.S. Treasury Securities Money Market Fund 1 $ — $ 47,387,687 Liabilities: Derivative Warrant Liability – Private Warrant 3 $ 10,643 $ 180,479 The fair value of the Private Warrants was estimated using Binomial model for the years ended December 31, 2022 and 2021. For the years ended December 31, 2022, and 2021, on the statements of operations, the Company recognized a decrease of $169,836 and $67,155, respectively, in the fair value of warrant liabilities presented respectively, as change in fair value of derivative warrant liabilities on the accompanying statement of operations. The estimated fair value of the Private Warrants is determined using Level 3 inputs. Inherent in these valuations are assumptions related to expected stock -price -free -free based on the U.S. Treasury zero -coupon The following table provides quantitative information regarding Level 3 fair value measurements inputs for the Company’s warrants at their measurement dates: December 31, 2022 December 31, 2021 Volatility 3.40 % 10.50 % Share price 10.72 10.20 Expected life of the warrants to convert 5.23 5.56 Risk free rate 4.04 % 1.37 % Dividend yield 0.00 % 0.00 % The change in the fair value of the derivative warrant liabilities for the years ended December 31, 2022 and 2021 was as below: Derivative Warrant Liabilities as of December 31, 2020 $ 247,634 Change in fair value of derivative warrant liabilities (67,155 ) Derivative Warrant Liabilities as of December 31, 2021 $ 180,479 Derivative Warrant Liabilities as of December 31, 2021 $ 180,479 Change in fair value of derivative warrant liabilities (169,836 ) Derivative Warrant Liabilities as of December 31, 2022 $ 10,643 |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 6 Months Ended | 9 Months Ended | 12 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2023 | Dec. 31, 2022 | Sep. 30, 2022 | |
Accounting Policies, by Policy (Policies) [Line Items] | ||||
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 and the reported amounts of income and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the warrant liabilities. Such estimates may be subject to change as more current information becomes available and 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 and the reported amounts of income and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the warrant liabilities. Such estimates may be subject to change as more current information becomes available and 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 -cash | Cash and Cash Equivalents The Company considers all short -term -cash -cash | ||
Financial Instruments | Financial Instruments The Company analyses all financial instruments with features of both liabilities and equity under ASC Topic 480 “Distinguishing Liabilities from Equity” and ASC Topic 815 “Derivatives and Hedging”. Pursuant to its Initial Public Offering, the Company sold 4,600,000 Units (including underwriters’ full exercise over -allotment | Financial Instruments The Company analyses all financial instruments with features of both liabilities and equity under ASC Topic 480 “Distinguishing Liabilities from Equity” and ASC Topic 815 “Derivatives and Hedging”. Pursuant to its Initial Public Offering, the Company sold 4,600,000 Units (including underwriters’ full exercise over -allotment | ||
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. | ||
Digital assets | Digital assets The digital assets held by the Company are accounted for as intangible assets with indefinite useful lives, and are initially measured at cost. Digital assets accounted for as intangible assets are subject to impairment losses if the fair value of digital assets decreases below the carrying value at any time during the period. The fair value is measured using the quoted price of the digital asset at the time its fair value is being measured. Impairment expense is reflected in other general and administrative expense in the unaudited condensed consolidated statements of operations and comprehensive loss. The Company assigns costs to transactions on a first -in -out | |||
Income Taxes | Income Taxes The Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions 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 Company is considered to be an exempted British Virgin Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the British Virgin Islands or the United States. | Income Taxes The Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions 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 Company is considered to be an exempted British Virgin Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the British Virgin Islands or the United States. | ||
Net Loss Per Ordinary Share | Net Loss Per Ordinary Share Net loss per share is computed by dividing net Loss by the weighted average number of ordinary shares outstanding during the period, excluding ordinary shares subject to forfeiture. The redeemable ordinary shares are included in the denominator of the EPS calculation reflecting a single class of common shares. This is because the redemption feature for all of the ordinary shares is at fair value, and therefore it does not create a different class of shares or other EPS adjustment (i.e. no adjustment to the numerator). The redemption at fair value does not represent an economic benefit to the holders that is different from what is received by other shareholders, because the shares could be sold on the open market. Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Net loss $ (122,363 ) $ (35,544 ) $ (342,866 ) $ (495,826 ) Weighted average shares outstanding, basic and diluted 1,915,531 5,477,208 1,932,251 5,755,372 Basic and diluted net loss per ordinary share $ (0.06 ) $ (0.01 ) $ (0.18 ) $ (0.09 ) | Net Loss Per Ordinary Share Net loss per share is computed by dividing net Loss by the weighted average number of ordinary shares outstanding during the period, excluding ordinary shares subject to forfeiture. The redeemable ordinary shares are included in the denominator of the EPS calculation reflecting a single class of common shares. This is because the redemption feature for all of the ordinary shares is at fair value, and therefore it does not create a different class of shares or other EPS adjustment (i.e. no adjustment to the numerator). The redemption at fair value does not represent an economic benefit to the holders that is different from what is received by other shareholders, because the shares could be sold on the open market. Years Ended 2022 2021 Net loss $ (967,614 ) $ (599,127 ) Weighted average shares outstanding, basic and diluted 4,636,222 6,111,000 Basic and diluted net loss per ordinary share $ (0.21 ) $ (0.10 ) | ||
Recently Issued Accounting Standards | Recently Issued Accounting Standards In August 2020, the FASB issued ASU No. 2020 -06 -20 -40 -06 -linked -06 Other than the above, there are no other recently issued accounting standards which are applicable to the Company. | Recently Issued Accounting Standards In August 2020, the FASB issued ASU No. 2020 -06 -20 -40 -06 -linked -06 Other than the above, there are no other recently issued accounting standards which are applicable to the Company. | ||
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to the Quarterly Report on Form 10 -Q -X The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the Company’s Annual Report on Form 10 -K -K | Basis of Presentation The accompanying financial statements are presented in U.S. Dollars and 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 | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes -Oxley 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 | |||
Marketable securities held in Trust Account | Marketable securities held in Trust Account As of June 30, 2023 and December 31, 2022, substantially all of the assets held in the Trust Account were held in cash. The Company had nil | Marketable securities held in Trust Account As of December 31, 2022 substantially all of the assets held in the Trust Account were held in cash, and as of December 31, 2021, substantially all of the assets held in the Trust Account were held in money market funds, which primarily invested in U.S. Treasury Bills. The Company had nil | ||
Ordinary Shares Subject to Possible Redemption | Ordinary Shares Subject to Possible Redemption The Company accounts for its ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480. Conditionally redeemable ordinary share (including ordinary share that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, ordinary share is classified as stockholders’ equity. The Company’s Public Shares feature contains certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, Public Shares subject to possible redemption are classified as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet on March 28, 2022, an aggregate amount of 633,792 shares were redeemed in connection with the Special Meeting. On July 7, 2022, an aggregate amount of 1,025,281 shares were redeemed in connection with the Special Meeting. On October 17, 2022, an aggregate amount of 2,375,991 shares were redeemed in connection with the Special Meeting. On January 19, 2023, an aggregate amount of 159,203 shares were redeemed in connection with the Special Meeting. On April 20, 2023, an aggregate amount of 258 shares were redeemed in connection with the Special Meeting. Accordingly, 405,475 and 564,936 shares of Public Shares subject to possible redemption are presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet as of June 30, 2023 and December 31, 2022, respectively. The Public Shares subject to possible redemption are subject to the subsequent measurement guidance in ASC Topic 480 -10-S99 As of June 30, 2023 and December 31, 2022, the ordinary shares reflected in the balance sheets is reconciled in the following table: Ordinary shares subject to possible redemption as of January 1, 2022 $ 47,387,687 Less: Redemption of 633,792 shares (6,529,259 ) Less: Redemption of 1,025,281 shares (10,742,905 ) Less: Redemption of 2,375,991 shares (25,180,851 ) Add: Accretion of carrying value to redemption value 64,950 Add: Reclassification of temporary equity 1,055,394 Ordinary shares subject to possible redemption as of December 31, 2022 $ 6,055,016 Less: Redemption of 159,203 shares (1,706,347 ) Less: Redemption of 258 shares (2,821 ) Add: Reclassification of temporary equity 183,700 Ordinary shares subject to possible redemption as of June 30, 2023 $ 4,529,548 | Ordinary Shares Subject to Possible Redemption The Company accounts for its ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480. Conditionally redeemable ordinary share (including ordinary share that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, ordinary share is classified as stockholders’ equity. The Company’s Public Shares feature contains certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, Public Shares subject to possible redemption are classified as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet on March 28, 2022, an aggregate amount of 633,792 Special Meeting. On July 7, 2022, an aggregate amount of 1,025,281 The Public Shares subject to possible redemption are subject to the subsequent measurement guidance in ASC Topic 480 -10-S99 For the year ended December 31, 2022 and 2021, the ordinary shares reflected in the balance sheets is reconciled in the following table: Ordinary shares subject to possible redemption as of January 1, 2021 $ 46,000,000 Add: Accretion of carrying value to redemption value 7,687 Add: Reclassification of temporary equity 1,380,000 Ordinary shares subject to possible redemption as of December 31, 2021 $ 47,387,687 Less: Redemption of 633,792 shares (6,529,259 ) Less: Redemption of 1,025,281 shares (10,742,905 ) Less: Redemption of 2,375,991 shares (25,180,851 ) Add: Accretion of carrying value to redemption value 64,950 Add: Reclassification of temporary equity 1,055,394 Ordinary shares subject to possible redemption as of December 31, 2022 $ 6,055,016 | ||
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 ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying balance sheets, 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 ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying balance sheets, primarily due to their short -term | ||
Derivative Warrant Liabilities | Derivative Warrant Liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. Management evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815 -15 -assessed -10 The Company sold 261,000 Private Warrants in connection with its Initial Public Offering (“Liability Warrant”) (see Note 4). All of the Company’s outstanding Liability Warrants are recognized as derivative liabilities in accordance with ASC 815 -40 -measurement | Derivative Warrant Liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. Management evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815 -15 -assessed -10 The Company sold 261,000 Private Warrants in connection to its Initial Public Offering (“Liability Warrant”) (see Note 4). All of the Company’s outstanding Liability Warrants are recognized as derivative liabilities in accordance with ASC 815 -40 -measurement | ||
Emerging Growth Company | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes -Oxley 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 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. | |||
Nukkleus Inc.[Member] | ||||
Accounting Policies, by Policy (Policies) [Line Items] | ||||
Use of Estimates | Use of estimates The preparation of the unaudited condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Changes in these estimates and assumptions may have a material impact on the unaudited condensed consolidated financial statements and accompanying notes. 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. Significant estimates during the three and nine months ended June 30, 2023 and 2022 include the useful life of intangible assets, assumptions used in assessing impairment of long -term -based | Use of estimates The preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Changes in these estimates and assumptions may have a material impact on the consolidated financial statements and accompanying notes. 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. Significant estimates during the years ended September 30, 2022 and 2021 include the useful life of intangible assets, assumptions used in assessing impairment of long -term -based | ||
Cash and Cash Equivalents | Cash and cash equivalents At June 30, 2023 and September 30, 2022, the Company’s cash balances by geographic area were as follows: Country: June 30, 2023 September 30, 2022 United States $ 74,396 52.3 % $ 47,860 13.1 % United Kingdom 65,636 46.1 % 315,989 86.8 % Lithuania 2,135 1.5 % — — Malta 174 0.1 % 174 0.1 % Total cash $ 142,341 100.0 % $ 364,023 100.0 % For purposes of the unaudited condensed consolidated statements of cash flows, the Company considers all highly liquid instruments with a maturity of three months or less when purchased and money market accounts to be cash equivalents. The Company had no cash equivalents at June 30, 2023 and September 30, 2022. Cash and cash equivalents excludes customer legal tender, which is reported separately as Customer custodial cash in the accompanying condensed consolidated balance sheets. Refer to “customer custodial cash and customer custodial cash liabilities” below for further details. | Cash and cash equivalents At September 30, 2022 and 2021, the Company’s cash balances by geographic area were as follows: Country: September 30, 2022 September 30, 2021 (as restated) United States $ 47,860 13.1 % $ 327,443 81.1 % United Kingdom 315,989 86.8 % 76,154 18.9 % Malta 174 0.1 % 174 0.0 % Total cash $ 364,023 100.0 % $ 403,771 100.0 % For purposes of the consolidated statements of cash flows, the Company considers all highly liquid instruments with a maturity of three months or less when purchased and money market accounts to be cash equivalents. The Company had no cash equivalents at September 30, 2022 and 2021. Cash and cash equivalents excludes customer legal tender, which is reported separately as Customer custodial cash in the accompanying consolidated balance sheets. Refer to “customer custodial cash and customer custodial cash liabilities” below for further details. | ||
Customer custodial cash and customer custodial cash liabilities | Customer custodial cash and customer custodial cash liabilities Customer custodial cash represents cash and cash equivalents maintained in Company bank accounts that are controlled by the Company but held for the benefit of customers. Customer custodial cash liabilities represent these cash deposits to be utilized for its contractual obligations to its customers. The Company classifies the assets as current based on their purpose and availability to fulfill the Company’s direct obligations to its customers. | Customer custodial cash and customer custodial cash liabilities Customer custodial cash represents cash and cash equivalents maintained in Company bank accounts that are controlled by the Company but held for the benefit of customers. Customer custodial cash liabilities represent these cash deposits to be utilized for its contractual obligations to its customers. The Company classifies the assets as current based on their purpose and availability to fulfill the Company’s direct obligations to its customers. | ||
Customer digital currency assets and liabilities | Customer digital currency assets and liabilities At certain times, Digital RFQ’s customers’ funds that Digital RFQ uses to make payments on behalf of its customers, remain in the form of digital assets in its customers’ wallets at its digital asset trading platforms awaiting final conversion and/or transfer to the customer’s payment final destination. These indirectly held digital assets, may consist of USDT (Stablecoin), Bitcoin, and Ethereum (collectively, “Customer digital currency assets”). Digital RFQ maintains the internal recordkeeping of its customer digital currency assets, including the amount and type of digital asset owned by each of its customers. Digital RFQ has control of the private keys and knows the balances of all wallets with its digital asset trading platforms in order to be able to successfully carry out the movement of digital assets for its client payment instruction. As part of its customer payment instruction, Digital RFQ can execute withdrawals on the wallets in its digital asset trading platforms. Management has determined that Digital RFQ has control of the customer digital currency assets and records these assets on its balance sheet with a corresponding liability. Digital RFQ recognizes customer digital currency liabilities and corresponding customer digital currency assets, on initial recognition and at each reporting date, at fair value of the customer digital currency assets. Subsequent changes in fair value are adjusted to the carrying amount of these customer digital currency assets, with changes in fair value recorded in other general and administrative expense in the unaudited condensed consolidated statements of operations and comprehensive loss. Any loss, theft, or other misuse would impact the measurement of customer digital currency assets. The Company classifies the customer digital currency assets as current based on their purpose and availability to fulfill the Company’s direct obligations to its customers. | Customer digital currency assets and liabilities At certain times, Digital RFQ’s customers’ funds that Digital RFQ uses to make payments on behalf of its customers, remain in the form of digital assets in its customers’ wallets at its digital asset trading platforms awaiting final conversion and/or transfer to the customer’s payment final destination. These indirectly held digital assets, may consist of USDT (Stablecoin), Bitcoin, and Ethereum (collectively, “Customer digital currency assets”). Digital RFQ maintains the internal recordkeeping of its customer digital currency assets, including the amount and type of digital asset owned by each of its customers. Digital RFQ has control of the private keys and knows the balances of all wallets with its digital asset trading platforms in order to be able to successfully carry out the movement of digital assets for its client payment instruction. As part of its customer payment instruction, Digital RFQ can execute withdrawals on the wallets in its digital asset trading platforms. Management has determined that Digital RFQ has control of the customer digital currency assets and records these assets on its balance sheet with a corresponding liability. Digital RFQ recognizes customer digital currency liabilities and corresponding customer digital currency assets, on initial recognition and at each reporting date, at fair value of the customer digital currency assets. Subsequent changes in fair value are adjusted to the carrying amount of these customer digital currency assets, with changes in fair value recorded in other general and administrative expense in the consolidated statements of operations and comprehensive loss. Any loss, theft, or other misuse would impact the measurement of customer digital currency assets. The Company classifies the customer digital currency assets as current based on their purpose and availability to fulfill the Company’s direct obligations to its customers. | ||
Financial Instruments | Fair value of financial instruments and fair value measurements The Company adopted the guidance of Accounting Standards Codification (“ASC”) 820 for fair value measurements which clarifies the definition of fair value, prescribes methods for measuring fair value, and establishes a fair value hierarchy to classify the inputs used in measuring fair value as follows: • • • The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying unaudited condensed consolidated financial statements, primarily due to their short -term Assets and liabilities measured at fair value on a recurring basis. As of June 30, 2023, the Company did not have any customer digital currency assets and liabilities. The following table provides these assets and liabilities carried at fair value, measured as of September 30, 2022: Quoted Significant Significant Balance at Customer digital currency assets $ — $ 248,214 $ — $ 248,214 Customer digital currency liabilities $ — $ 248,214 $ — $ 248,214 Customer digital currency assets and liabilities represent the Company’s obligation to safeguard customers’ digital assets. Accordingly, the Company has valued the assets and liabilities using quoted market prices for the underlying digital assets which is based on Level 2 inputs. ASC 825 -10 -by-instrument | Fair value of financial instruments and fair value measurements The Company adopted the guidance of Accounting Standards Codification (“ASC”) 820 for fair value measurements which clarifies the definition of fair value, prescribes methods for measuring fair value, and establishes a fair value hierarchy to classify the inputs used in measuring fair value as follows: • • • The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying consolidated financial statements, primarily due to their short -term Assets and liabilities measured at fair value on a recurring basis. The following table provides these assets and liabilities carried at fair value, measured as of September 30, 2022: Quoted Significant Other Significant Balance at Customer digital currency assets $ — $ 248,214 $ — $ 248,214 Customer digital currency liabilities $ — $ 248,214 $ — $ 248,214 The following table provides these assets and liabilities carried at fair value, measured as of September 30, 2021: Quoted Significant Other Significant Balance at (as restated) Customer digital currency assets $ — $ 1,168,349 $ — $ 1,168,349 Customer digital currency liabilities $ — $ 1,168,349 $ — $ 1,168,349 Customer digital currency assets and liabilities represent the Company’s obligation to safeguard customers’ digital assets. Accordingly, the Company has valued the assets and liabilities using quoted market prices for the underlying digital assets which is based on Level 2 inputs. Assets and liabilities measured at fair value on a nonrecurring basis. Equity method investment. ASC 825 -10 -by-instrument | ||
Accounts receivable and allowance for doubtful accounts | Accounts receivable and allowance for doubtful accounts Accounts receivable are presented net of an allowance for doubtful accounts. The Company maintains allowances for doubtful accounts for estimated losses. The Company reviews the accounts receivable on a periodic basis and makes general and specific allowances when there is doubt as to the collectability of individual balances. In evaluating the collectability of individual receivable balances, the Company considers many factors, including the age of the balance, a customer’s payment history, its current credit -worthiness Management believed that the accounts receivable were fully collectable and no allowance for doubtful accounts was deemed to be required on its accounts receivable at September 30, 2021. The Company historically has not experienced significant uncollectible accounts receivable. As of September 30, 2022, the Company’s accounts receivable was $0. | |||
Concentration of Credit Risk | Credit risk and uncertainties The ramifications of the outbreak of the novel strain of COVID -19 -19 The Company is operating in a rapidly changing environment so the extent to which COVID -19 The Company maintains a portion of its cash in bank and financial institution deposits within U.S. that at times may exceed federally -insured -insured We may maintain our cash assets at financial institutions in the U.S. in amounts that may be in excess of the Federal Deposit Insurance Corporation (“FDIC”) insurance limit of $250,000. Actual events involving limited liquidity, defaults, non -performance market -wide -performance Financial instruments which potentially subject the Company to concentrations of credit risk consist principally of trade accounts receivable. A portion of the Company’s sales are credit sales which is to the customer whose ability to pay is dependent upon the industry economics prevailing in these areas; however, concentrations of credit risk with respect to trade accounts receivable is limited due to short -term | Credit risk and uncertainties The ramifications of the outbreak of the novel strain of COVID -19 -19 The Company is operating in a rapidly changing environment so the extent to which COVID -19 The Company maintains a portion of its cash in bank and financial institution deposits within U.S. that at times may exceed federally -insured -insured | ||
Digital assets | Digital assets The digital assets held by the Company are accounted for as intangible assets with indefinite useful lives, and are initially measured at cost. Digital assets accounted for as intangible assets are subject to impairment losses if the fair value of digital assets decreases below the carrying value at any time during the period. The fair value is measured using the quoted price of the digital asset at the time its fair value is being measured. Impairment expense is reflected in other general and administrative expense in the consolidated statements of operations and comprehensive loss. The Company assigns costs to transactions on a first -in -out | |||
Other current assets | Other current assets Other current assets primarily consist of security deposit and prepaid listing fees. As of June 30, 2023 and September 30, 2022, other current assets amounted to $52,703 and $15,617, respectively. | Other current assets Other current assets primarily consist of prepaid OTC Markets listing fees. As of September 30, 2022 and 2021, other current assets amounted to $15,617 and $12,221, respectively. | ||
Cost method investment | Cost method investment Investment in which the Company does not have the ability to exercise significant influence over operating and financial matters are accounted for using the cost method. Under the cost method, investment is recorded at cost, with gains and losses recognized as of the sale date, and income recorded when received. The Company periodically evaluates its cost method investment for impairment due to decline considered to be other than temporary. If the Company determines that a decline in fair value is other than temporary, then a charge to earnings is recorded in “Other (expense) income” in the accompanying unaudited condensed consolidated statements of operations and comprehensive loss, and a new basis in the investment is established. No impairment expense was recorded for the three and nine months ended June 30, 2023 and 2022. | Investments Investments in which the Company does not have the ability to exercise significant influence over operating and financial matters are accounted for using the cost method. Under the cost method, investment is recorded at cost, with gains and losses recognized as of the sale date, and income recorded when received. The Company periodically evaluates its cost method investment for impairment due to decline considered to be other than temporary. If the Company determines that a decline in fair value is other than temporary, then a charge to earnings is recorded in operating expenses in the accompanying consolidated statements of operations and comprehensive loss, and a new basis in the investment is established. No impairment expense for cost method investment was recorded for the year ended September 30, 2022. The Company uses the equity method of accounting for its investments in, and earning or loss of, a company that it does not control but over which it does exert significant influence. The Company considers whether the fair value of its equity method investment has declined below its carrying value whenever adverse events or changes in circumstances indicate that recorded value may not be recoverable. If the Company considers any decline to be other than temporary (based on various factors, including historical financial results and the overall health of the investee), then a write -down | ||
Intangible assets | Intangible assets Intangible assets consist of trade names, regulatory licenses, technology and software, which are being amortized on a straight -line | Intangible assets Intangible assets consist of trade names, regulatory licenses, technology and software, which are being amortized on a straight -line | ||
Impairment of long-lived assets | Impairment of long-lived assets In accordance with ASC Topic 360, the Company reviews long -lived -lived | Impairment of long-lived assets In accordance with ASC Topic 360, the Company reviews long -lived In September 2022, the Company assessed its long -lived | ||
Revenue recognition | Revenue recognition The Company determines revenue recognition from contracts with customers through the following steps: • • • • • Revenue is recognized when control of the promised goods or services is transferred to the customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services. The Company’s revenues are derived from providing: • the GSA. The Company recognizes the full contracted amount each period with no deferred revenue. The nature of the performance obligation is to provide the specified goods or services directly to the customer. The Company engages another party to satisfy the performance obligation on its behalf. The Company’s performance obligation is not to arrange for the provision of the specified good or service by another party. The Company is primarily responsible for fulfilling the promise to provide the specified good or service. Therefore, the Company is deemed to be a principal in the transaction and recognizes revenue for that performance obligation. The Company is a financial technology company which is focused on providing software and technology solutions for the worldwide retail foreign exchange (“FX”) trading industry. Under a GSA, the Company is contractually obligated to provide for the fulfillment software, technology, customer sales and marketing and risk management technology hardware and software solutions package to TCM. The Company provides these services, obtained from affiliate service provider FXDirect Dealer, LLC which is under common ownership, and controls the services of its service provider necessary to legally transfer of the services to TCM. Consequently, the Company is defined as the principal in the transaction. The Company, as principal, satisfies its obligation by providing ongoing service support enabling TCM to conduct its retail FX business without interruption. Upon satisfaction of its obligation, the Company recognizes revenue in the gross amount of consideration it is entitled to receive. The monthly GSA price is calculated by applying the Company’s 1.6% mark -up • -conversion -conversion -trade -trade | Revenue recognition The Company determines revenue recognition from contracts with customers through the following steps: • • • • • Revenue is recognized when control of the promised goods or services is transferred to the customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services. The Company’s revenues are derived from providing: • -up • 4 distinct stages that each trade must go through to be completed and must be converted from one currency into another. Where possible, fees are taken in United States dollar (“USD”) and therefore if there is an agreed fee with the client then this will be taken on the USD leg of the transaction regardless of whether it is pre -conversion -conversion -trade -trade | ||
Disaggregation of revenues | Disaggregation of revenues The Company’s revenues stream detail are as follows: Revenue Stream Revenue Stream Detail General support services Providing software, technology, customer sales and marketing and risk management technology hardware and software solutions package under a GSA to a related party Financial services Providing payment services from one fiat currency to another or to digital assets In the following table, revenues are disaggregated by segment for the three and nine months ended June 30, 2023 and 2022: Three Months Ended Nine Months Ended Revenue Stream 2023 2022 2023 2022 General support services $ 4,800,000 $ 4,800,000 $ 14,400,000 $ 14,400,000 Financial services 412,056 352,192 1,822,388 970,224 Total revenues $ 5,212,056 $ 5,152,192 $ 16,222,388 $ 15,370,224 | Disaggregation of revenues The Company’s revenues stream detail are as follows: Revenue Stream Revenue Stream Detail General support services Providing software, technology, customer sales and marketing and risk management technology hardware and software solutions package under a GSA to a related party Financial services Providing payment services from one fiat currency to another or to digital assets In the following table, revenues are disaggregated by segment for the years ended September 30, 2022 and 2021: Revenue Stream Years Ended 2022 2021 General support services $ 19,200,000 $ 19,200,000 Financial services 2,313,474 86,964 Total revenues $ 21,513,474 $ 19,286,964 | ||
Advertising and marketing costs | Advertising and marketing costs All costs related to advertising and marketing are expensed as incurred. For the three months ended June 30, 2023 and 2022, advertising and marketing costs amounted to $1,670 and $147,177, respectively, which was included in operating expenses on the accompanying unaudited condensed consolidated statements of operations and comprehensive loss. For the nine months ended June 30, 2023 and 2022, advertising and marketing costs amounted to $51,087 and $345,826, respectively, which is included in operating expenses on the accompanying unaudited condensed consolidated statements of operations and comprehensive loss. | Advertising and marketing costs All costs related to advertising and marketing are expensed as incurred. For the years ended September 30, 2022 and 2021, advertising and marketing costs amounted to $420,186 and $17,874, respectively, which was included in operating expenses on the accompanying consolidated statements of operations and comprehensive loss. | ||
Stock-based compensation | Stock-based compensation The Company measures and recognizes compensation expense for all stock -based -employees -Scholes -pricing For non -employee -based | Stock-based compensation The Company measures and recognizes compensation expense for all stock -based -employees -Scholes -pricing For non -employee -based | ||
Income Taxes | Income taxes The Company accounts for income taxes pursuant to Financial Accounting Standards Board (“FASB”) ASC 740, Income Taxes. Deferred tax assets and liabilities are determined based on temporary differences between the bases of certain assets and liabilities for income tax and financial reporting purposes. The deferred tax assets and liabilities are classified according to the financial statement classification of the assets and liabilities generating the differences. The Company maintains a valuation allowance with respect to deferred tax assets. The Company establishes a valuation allowance based upon the potential likelihood of realizing the deferred tax asset and taking into consideration the Company’s financial position and results of operations for the current period. Future realization of the deferred tax benefit depends on the existence of sufficient taxable income within the carry -forward The Company follows the provisions of FASB ASC 740 -10 -10 -likely-than-not | Income taxes The Company accounts for income taxes pursuant to Financial Accounting Standards Board (“FASB”) ASC 740, Income Taxes. Deferred tax assets and liabilities are determined based on temporary differences between the bases of certain assets and liabilities for income tax and financial reporting purposes. The deferred tax assets and liabilities are classified according to the financial statement classification of the assets and liabilities generating the differences. The Company maintains a valuation allowance with respect to deferred tax assets. The Company establishes a valuation allowance based upon the potential likelihood of realizing the deferred tax asset and taking into consideration the Company’s financial position and results of operations for the current period. Future realization of the deferred tax benefit depends on the existence of sufficient taxable income within the carry -forward The Company follows the provisions of FASB ASC 740 -10 -10 -likely-than-not | ||
Foreign currency translation | Foreign currency translation The reporting currency of the Company is U.S. Dollars. The functional currency of the parent company, Nukkleus Inc., Nukkleus Limited, Nukkleus Malta Holding Ltd. and its subsidiaries, is the U.S. dollar, the functional currency of Match Financial Limited and its subsidiary, Digital RFQ, is the British Pound (“GBP”), the functional currency of Digital RFQ’s subsidiary, DRFQ Europe UAB, is Euro, and the functional currency of Digital RFQ’s subsidiary, DRFQ Pay North America, is CAD. Monetary assets and liabilities denominated in currencies other than the reporting currency are translated into the reporting currency at the rates of exchange prevailing at the balance sheet date. Revenue and expenses are translated using average rates during each reporting period, and stockholders’ equity is translated at historical exchange rates. Cash flows are also translated at average translation rates for the periods, therefore, amounts reported on the statements of cash flows will not necessarily agree with changes in the corresponding balances on the balance sheets. Translation adjustments resulting from the process of translating the local currency financial statements into U.S. dollars are included in determining comprehensive income/loss. Transactions denominated in foreign currencies are translated into the functional currency at the exchange rates prevailing on the transaction dates. Assets and liabilities denominated in foreign currencies are translated into the functional currency at the exchange rates prevailing at the balance sheet date with any transaction gains and losses that arise from exchange rate fluctuations on transactions denominated in a currency other than the functional currency are included in the results of operations as incurred. Most of the Company’s revenue transactions are transacted in the functional currency of the Company. The Company does not enter into any material transaction in foreign currencies. Transaction gains or losses have not had, and are not expected to have, a material effect on the results of operations of the Company. Asset and liability accounts at June 30, 2023 and September 30, 2022 were translated at 0.7867 GBP and 0.8987 GBP to $1.00, respectively, which were the exchange rates on the balance sheet dates. Asset and liability accounts at June 30, 2023 and September 30, 2022 were translated at 0.9162 EUR and 1.0221 EUR to $1.00, respectively, which were the exchange rates on the balance sheet dates. Asset and liability accounts at June 30, 2023 were translated at 1.3235 CAD to $1.00, which was the exchange rate on the balance sheet date. Equity accounts were stated at their historical rates. The average translation rate applied to the statement of operations for the nine months ended June 30, 2023 and 2022 was 0.8249 GBP and 0.7615 GBP to $1.00, respectively. The average translation rate applied to the statement of operations for the nine months ended June 30, 2023 was 0.9429 EUR to $1.00. The average translation rate applied to the statement of operations for the period from February 18, 2023 through June 30, 2023 was 1.3516 CAD to $1.00. Cash flows from the Company’s operations are calculated based upon the local currencies using the average translation rate. | Foreign currency translation The reporting currency of the Company is U.S. Dollars. The functional currency of the parent company, Nukkleus Inc., Nukkleus Limited, Nukkleus Malta Holding Ltd. and its subsidiaries, is the U.S. dollar, the functional currency of Match Financial Limited and its subsidiary, Digital RFQ, is the British Pound (“GBP”) and the functional currency of Digital RFQ’s subsidiary, DRFQ Europe UAB, is Euro. Monetary assets and liabilities denominated in currencies other than the reporting currency are translated into the reporting currency at the rates of exchange prevailing at the balance sheet date. Revenue and expenses are translated using average rates during each reporting period, and stockholders’ equity is translated at historical exchange rates. Cash flows are also translated at average translation rates for the periods, therefore, amounts reported on the statements of cash flows will not necessarily agree with changes in the corresponding balances on the balance sheets. Translation adjustments resulting from the process of translating the local currency financial statements into U.S. dollars are included in determining comprehensive income/loss. Transactions denominated in foreign currencies are translated into the functional currency at the exchange rates prevailing on the transaction dates. Assets and liabilities denominated in foreign currencies are translated into the functional currency at the exchange rates prevailing at the balance sheet date with any transaction gains and losses that arise from exchange rate fluctuations on transactions denominated in a currency other than the functional currency are included in the results of operations as incurred. Most of the Company’s revenue transactions are transacted in the functional currency of the Company. The Company does not enter into any material transaction in foreign currencies. Transaction gains or losses have not had, and are not expected to have, a material effect on the results of operations of the Company. Asset and liability accounts at September 30, 2022 and 2021 were translated at 0.8987 GBP and 0.7426 GBP to $1.00, respectively, which were the exchange rates on the balance sheet dates. Asset and liability accounts at September 30, 2022 were translated at 1.0221 EUR to $1.00, which was the exchange rate on the balance sheet date. Equity accounts were stated at their historical rates. The average translation rate applied to the statement of operations for the year ended September 30, 2022 and for the period from May 28, 2021 through September 30, 2021 was 0.7835 GBP and 0.7224 GBP to $1.00, respectively. The average translation rate applied to the statement of operations for the period from January 12, 2022 through September 30, 2022 was 0.9440 EUR to $1.00. Cash flows from the Company’s operations are calculated based upon the local currencies using the average translation rate. | ||
Comprehensive loss | Comprehensive loss Comprehensive loss is comprised of net loss and all changes to the statements of equity, except those due to investments by stockholders, changes in paid -in | Comprehensive loss Comprehensive loss is comprised of net loss and all changes to the statements of equity, except those due to investments by stockholders, changes in paid -in | ||
Segment reporting | Segment reporting The Company uses “the management approach” in determining reportable operating segments. The management approach considers the internal organization and reporting used by the Company’s chief operating decision maker for making operating decisions and assessing performance as the source for determining the Company’s reportable segments. The Company’s chief operating decision maker is its Chief Executive Officer (“CEO”), who reviews operating results to make decisions about allocating resources and assessing performance for the entire company. The Company has determined that it has two reportable business segments: general support services segment and financial services segment. These reportable segments offer different types of services and products, have different types of revenue, and are managed separately as each requires different operating strategies and management expertise. | Segment reporting The Company uses “the management approach” in determining reportable operating segments. The management approach considers the internal organization and reporting used by the Company’s chief operating decision maker for making operating decisions and assessing performance as the source for determining the Company’s reportable segments. The Company’s chief operating decision maker is its Chief Executive Officer (“CEO”), who reviews operating results to make decisions about allocating resources and assessing performance for the entire company. The Company has determined that it has two reportable business segments: general support services segment and financial services segment. These reportable segments offer different types of services and products, have different types of revenue, and are managed separately as each requires different operating strategies and management expertise. | ||
Net Loss Per Ordinary Share | Per share data ASC Topic 260, Earnings per Share, requires presentation of both basic and diluted earnings per share (“EPS”) with a reconciliation of the numerator and denominator of the basic EPS computation to the numerator and denominator of the diluted EPS computation. Basic EPS excludes dilution. Diluted EPS reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the earnings of the entity. Basic net earnings per share are computed by dividing net earnings available to common stockholders by the weighted average number of shares of common stock outstanding during the period. Diluted net earnings per share is computed by dividing net earnings applicable to common stockholders by the weighted average number of shares of common stock, common stock equivalents and potentially dilutive securities outstanding during each period. For the three and nine months ended June 30, 2023 and 2022, potentially dilutive common shares consist of the common shares issuable upon the exercise of common stock options (using the treasury stock method). Common stock equivalents are not included in the calculation of diluted net loss per share if their effect would be anti -dilutive -dilutive The following table summarizes the securities that were excluded from the diluted per share calculation because the effect of including these potential shares was antidilutive: Three Months Ended Nine Months Ended 2023 2022 2023 2022 Stock options 4,350,000 5,850,000 5,850,000 5,850,000 Potentially dilutive security 4,350,000 5,850,000 5,850,000 5,850,000 | Per share data ASC Topic 260, Earnings per Share, requires presentation of both basic and diluted earnings per share (“EPS”) with a reconciliation of the numerator and denominator of the basic EPS computation to the numerator and denominator of the diluted EPS computation. Basic EPS excludes dilution. Diluted EPS reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the earnings of the entity. Basic net earnings per share are computed by dividing net earnings available to common stockholders by the weighted average number of shares of common stock outstanding during the period. Diluted net earnings per share is computed by dividing net earnings applicable to common stockholders by the weighted average number of shares of common stock, common stock equivalents and potentially dilutive securities outstanding during each period. For the years ended September 30, 2022 and 2021, potentially dilutive common shares consist of the common shares issuable upon the exercise of common stock options (using the treasury stock method) and the conversion of Series A preferred stock (using the if -converted -dilutive -dilutive The following table summarizes the securities that were excluded from the diluted per share calculation because the effect of including these potential shares was antidilutive: Years Ended 2022 2021 Stock options 5,850,000 1,000,000 Convertible preferred stock — 1,250,000 Potentially dilutive securities 5,850,000 2,250,000 | ||
Recently Issued Accounting Standards | Recently issued accounting pronouncements In June 2016, the FASB issued ASU 2016 -13 Financial Instruments — Credit Losses (“Topic 326”). originated or acquired. ASU 2016 -13 Other accounting standards that have been issued or proposed by FASB that do not require adoption until a future date are not expected to have a material impact on the unaudited condensed consolidated financial statements upon adoption. The Company does not discuss recent pronouncements that are not anticipated to have an impact on or are unrelated to its consolidated financial condition, results of operations, cash flows or disclosures. | Recently issued accounting pronouncements In June 2016, the FASB issued ASU 2016 -13 Financial Instruments — Credit Losses (“Topic 326”). -13 In December 2019, the FASB issued ASU 2019 -12 Simplifying the Accounting for Income Taxes In March 2022, the SEC staff released Staff Accounting Bulletin No. 121 (“SAB 121”), which expressed the views of the SEC staff regarding the accounting for obligations to safeguard digital -assets -assets -assets -assets -assets Other accounting standards that have been issued or proposed by FASB that do not require adoption until a future date are not expected to have a material impact on the consolidated financial statements upon adoption. The Company does not discuss recent pronouncements that are not anticipated to have an impact on or are unrelated to its consolidated financial condition, results of operations, cash flows or disclosures. | ||
Reclassification | Reclassification Certain prior period amounts have been reclassified to conform to the current period presentation. These reclassifications have no effect on the previously reported financial position, results of operations and cash flows. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Tables) | 6 Months Ended | 9 Months Ended | 12 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2023 | Dec. 31, 2022 | Sep. 30, 2022 | |
Accounting Policies [Abstract] | ||||
Schedule of Ordinary Shares Reflected in the Balance Sheets | As of June 30, 2023 and December 31, 2022, the ordinary shares reflected in the balance sheets is reconciled in the following table: Ordinary shares subject to possible redemption as of January 1, 2022 $ 47,387,687 Less: Redemption of 633,792 shares (6,529,259 ) Less: Redemption of 1,025,281 shares (10,742,905 ) Less: Redemption of 2,375,991 shares (25,180,851 ) Add: Accretion of carrying value to redemption value 64,950 Add: Reclassification of temporary equity 1,055,394 Ordinary shares subject to possible redemption as of December 31, 2022 $ 6,055,016 Less: Redemption of 159,203 shares (1,706,347 ) Less: Redemption of 258 shares (2,821 ) Add: Reclassification of temporary equity 183,700 Ordinary shares subject to possible redemption as of June 30, 2023 $ 4,529,548 | For the year ended December 31, 2022 and 2021, the ordinary shares reflected in the balance sheets is reconciled in the following table: Ordinary shares subject to possible redemption as of January 1, 2021 $ 46,000,000 Add: Accretion of carrying value to redemption value 7,687 Add: Reclassification of temporary equity 1,380,000 Ordinary shares subject to possible redemption as of December 31, 2021 $ 47,387,687 Less: Redemption of 633,792 shares (6,529,259 ) Less: Redemption of 1,025,281 shares (10,742,905 ) Less: Redemption of 2,375,991 shares (25,180,851 ) Add: Accretion of carrying value to redemption value 64,950 Add: Reclassification of temporary equity 1,055,394 Ordinary shares subject to possible redemption as of December 31, 2022 $ 6,055,016 | ||
Schedule of Redeemable Ordinary Shares | The redemption at fair value does not represent an economic benefit to the holders that is different from what is received by other shareholders, because the shares could be sold on the open market. Years Ended 2022 2021 Net loss $ (967,614 ) $ (599,127 ) Weighted average shares outstanding, basic and diluted 4,636,222 6,111,000 Basic and diluted net loss per ordinary share $ (0.21 ) $ (0.10 ) | |||
Schedule of Redeemable Ordinary Shares | The redemption at fair value does not represent an economic benefit to the holders that is different from what is received by other shareholders, because the shares could be sold on the open market. Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Net loss $ (122,363 ) $ (35,544 ) $ (342,866 ) $ (495,826 ) Weighted average shares outstanding, basic and diluted 1,915,531 5,477,208 1,932,251 5,755,372 Basic and diluted net loss per ordinary share $ (0.06 ) $ (0.01 ) $ (0.18 ) $ (0.09 ) | |||
Nukkleus Inc.[Member] | ||||
Accounting Policies [Abstract] | ||||
Schedule of Cash Balances by Geographic Area | At June 30, 2023 and September 30, 2022, the Company’s cash balances by geographic area were as follows: Country: June 30, 2023 September 30, 2022 United States $ 74,396 52.3 % $ 47,860 13.1 % United Kingdom 65,636 46.1 % 315,989 86.8 % Lithuania 2,135 1.5 % — — Malta 174 0.1 % 174 0.1 % Total cash $ 142,341 100.0 % $ 364,023 100.0 % | At September 30, 2022 and 2021, the Company’s cash balances by geographic area were as follows: Country: September 30, 2022 September 30, 2021 (as restated) United States $ 47,860 13.1 % $ 327,443 81.1 % United Kingdom 315,989 86.8 % 76,154 18.9 % Malta 174 0.1 % 174 0.0 % Total cash $ 364,023 100.0 % $ 403,771 100.0 % | ||
Schedule of Assets and Liabilities Carried at Fair Value Measured | The following table provides these assets and liabilities carried at fair value, measured as of September 30, 2022: Quoted Significant Significant Balance at Customer digital currency assets $ — $ 248,214 $ — $ 248,214 Customer digital currency liabilities $ — $ 248,214 $ — $ 248,214 | The following table provides these assets and liabilities carried at fair value, measured as of September 30, 2022: Quoted Significant Other Significant Balance at Customer digital currency assets $ — $ 248,214 $ — $ 248,214 Customer digital currency liabilities $ — $ 248,214 $ — $ 248,214 Quoted Significant Other Significant Balance at (as restated) Customer digital currency assets $ — $ 1,168,349 $ — $ 1,168,349 Customer digital currency liabilities $ — $ 1,168,349 $ — $ 1,168,349 | ||
Schedule of Revenues are Disaggregated by Segment | In the following table, revenues are disaggregated by segment for the three and nine months ended June 30, 2023 and 2022: Three Months Ended Nine Months Ended Revenue Stream 2023 2022 2023 2022 General support services $ 4,800,000 $ 4,800,000 $ 14,400,000 $ 14,400,000 Financial services 412,056 352,192 1,822,388 970,224 Total revenues $ 5,212,056 $ 5,152,192 $ 16,222,388 $ 15,370,224 | In the following table, revenues are disaggregated by segment for the years ended September 30, 2022 and 2021: Revenue Stream Years Ended 2022 2021 General support services $ 19,200,000 $ 19,200,000 Financial services 2,313,474 86,964 Total revenues $ 21,513,474 $ 19,286,964 | ||
Schedule of Potential Diluted Per Share | The following table summarizes the securities that were excluded from the diluted per share calculation because the effect of including these potential shares was antidilutive: Three Months Ended Nine Months Ended 2023 2022 2023 2022 Stock options 4,350,000 5,850,000 5,850,000 5,850,000 Potentially dilutive security 4,350,000 5,850,000 5,850,000 5,850,000 | The following table summarizes the securities that were excluded from the diluted per share calculation because the effect of including these potential shares was antidilutive: Years Ended 2022 2021 Stock options 5,850,000 1,000,000 Convertible preferred stock — 1,250,000 Potentially dilutive securities 5,850,000 2,250,000 |
Customer Assets and Liabiliti_2
Customer Assets and Liabilities (Tables) - Nukkleus Inc.[Member] | 9 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Sep. 30, 2022 | |
Customer Assets and Liabilities [Abstract] | ||
Schedule of Cash and Digital Positions | The following table presents customers’ cash and digital positions: June 30, September 30, Customer custodial cash $ 1,712,095 $ 2,020,394 Customer digital currency assets — 248,214 Total customer assets $ 1,712,095 $ 2,268,608 Customer custodial cash liabilities $ 1,703,893 $ 2,020,717 Customer digital currency liabilities — 248,214 Total customer liabilities $ 1,703,893 $ 2,268,931 | The following table presents customers’ cash and digital positions: September 30, September 30, (as restated) Customer custodial cash $ 2,020,394 $ 799,302 Customer digital currency assets 248,214 1,168,349 Total customer assets $ 2,268,608 $ 1,967,651 Customer custodial cash liabilities $ 2,020,717 $ 799,302 Customer digital currency liabilities 248,214 1,168,349 Total customer liabilities $ 2,268,931 $ 1,967,651 |
Schedule of Fair Market Value of Customer Digital Currency Assets | The following table sets forth the fair market value of customer digital currency assets, as shown in the condensed consolidated balance sheets, as customer digital currency assets and customer digital currency liabilities, as of June 30, 2023 and September 30, 2022: June 30, 2023 September 30, 2022 Fair value Percentage Fair value Percentage Bitcoin $ — — $ 162,294 65.4 % Stablecoin/USD Coin — — 85,897 34.6 % Ethereum — — 23 0.0 % Others — — — — Total customer digital currency assets $ — — $ 248,214 100.0 % | The following table sets forth the fair market value of customer digital currency assets, as shown in the consolidated balance sheets, as customer digital currency assets and customer digital currency liabilities, as of September 30, 2022 and 2021: September 30, 2022 September 30, 2021 (as restated) Fair value Percentage Fair value Percentage Bitcoin $ 162,294 65.4 % $ 921,684 78.9 % Stablecoin/USD Coin 85,897 34.6 % 246,617 21.1 % Ethereum 23 0.0 % 48 0.0 % Total customer digital currency assets $ 248,214 100.0 % $ 1,168,349 100.0 % |
Digital Assets (Tables)
Digital Assets (Tables) | 9 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Sep. 30, 2022 | |
Nukkleus Inc.[Member] | ||
Digital Assets [Abstract] | ||
Schedule of Digital Asset | The following table summarizes the Company’s digital asset holdings as of June 30, 2023: Asset Estimated useful life Cost Impairment Digital Bitcoin Indefinite $ 218 $ — $ 218 Ethereum Indefinite 487 — 487 Stablecoin/USD Coin Indefinite 308 — 308 Other Indefinite 94 — 94 Total $ 1,107 $ — $ 1,107 The following table summarizes the Company’s digital asset holdings as of September 30, 2022: Asset Estimated useful life Cost Impairment Digital Bitcoin Indefinite $ 63,377 $ 774 $ 62,603 Ethereum Indefinite 1,289 — 1,289 Stablecoin/USD Coin Indefinite 9,417 — 9,417 Other Indefinite 106 — 106 Total $ 74,189 $ 774 $ 73,415 | The following table summarizes the Company’s digital asset holdings as of September 30, 2022: Asset Estimated Gross Impairment Digital Bitcoin Indefinite $ 63,377 $ 774 $ 62,603 Ethereum Indefinite 1,289 — 1,289 Stablecoin/USD Coin Indefinite 9,417 — 9,417 Other Indefinite 106 — 106 Total $ 74,189 $ 774 $ 73,415 Asset Estimated Gross Impairment Digital Bitcoin Indefinite $ 192 $ — $ 192 Ethereum Indefinite 711 — 711 Total $ 903 $ — $ 903 |
Equity Method Investment (Table
Equity Method Investment (Tables) | 12 Months Ended |
Sep. 30, 2022 | |
Nukkleus Inc.[Member] | |
Investments, Debt and Equity Securities [Abstract] | |
Schedule of the Summarized Financial Information | The tables below present the summarized unaudited financial information, as provided to the Company by the investee. September 30, 2022 Current assets $ 9,532 Noncurrent assets 579,297 Current liabilities 502,562 Noncurrent liabilities — Equity 86,267 For the Net revenue $ — Gross profit — Loss from operations 330,740 Net loss 330,740 |
Intangible Assets (Tables)
Intangible Assets (Tables) - Nukkleus Inc.[Member] | 9 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Sep. 30, 2022 | |
Intangible Assets [Abstract] | ||
Schedule of Intangible Assets | At June 30, 2023 and September 30, 2022, intangible assets consisted of the following: Useful Life June 30, September 30, Trade names 3 Years $ 784,246 $ 784,246 Regulatory licenses 3 Years 181,342 138,751 Technology 5 Years 10,300,774 10,300,774 Software 3 Years 11,237 11,237 11,277,599 11,235,008 Less: accumulated amortization (4,938,578 ) (3,159,903 ) $ 6,339,021 $ 8,075,105 | At September 30, 2022 and 2021, intangible assets consisted of the following: Useful Life September 30, September 30, Trade names 3 Years $ 784,246 $ 784,246 Regulatory licenses 3 Years 138,751 138,751 Technology 5 Years 10,300,774 10,300,774 Software 3 Years 11,237 — 11,235,008 11,223,771 Less: accumulated amortization (3,159,903 ) (469,286 ) $ 8,075,105 $ 10,754,485 |
Schedule of Amortization of Intangible Assets Attributable to Future Periods | Amortization of intangible assets attributable to future periods is as follows: For the Twelve-month Period Ending June 30: Amortization 2024 $ 2,360,124 2025 2,076,224 2026 1,902,673 2027 and thereafter — $ 6,339,021 | Amortization of intangible assets attributable to future periods is as follows: For the year ending September 30: Amortization 2023 $ 2,371,566 2024 2,269,011 2025 2,061,091 2026 1,373,437 2027 and thereafter — $ 8,075,105 |
Accrued Liabilities and Other_2
Accrued Liabilities and Other Payables (Tables) | 9 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Sep. 30, 2022 | |
Nukkleus Inc.[Member] | ||
Accrued Liabilities and Other Payables (Tables) [Line Items] | ||
Schedule of Accounts Payable and Accrued Liabilities | At June 30, 2023 and September 30, 2022, accrued liabilities and other payables consisted of the following: June 30, September 30, Unearned revenue $ — $ 203,222 Others 19,181 29,133 Total $ 19,181 $ 232,355 | At September 30, 2022 and 2021, accounts payable and accrued liabilities consisted of the following: September 30, 2022 September 30, 2021 (as restated) Directors’ compensation $ 237,205 $ 170,538 Unearned revenue 203,222 49,001 Professional fees 170,058 125,697 Accounts payable 51,712 54,831 Others 29,133 29,655 Total $ 691,330 $ 429,722 |
Share Capital (Tables)
Share Capital (Tables) - Nukkleus Inc.[Member] | 9 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Sep. 30, 2022 | |
Share Capital (Tables) [Line Items] | ||
Schedule of Common Stock Issuable Upon Exercise of Options Outstanding | The following table summarizes the shares of the Company’s common stock issuable upon exercise of options outstanding at June 30, 2023: Options Outstanding Options Exercisable Range of Number Weighted Weighted Number Weighted $ 0.09 – 0.45 3,350,000 3.51 $ 0.13 1,150,000 $ 0.13 2.50 1,000,000 3.22 2.50 1,000,000 2.50 $ 0.09 – 2.50 4,350,000 3.44 $ 0.67 2,150,000 $ 1.23 | The following table summarizes the shares of the Company’s common stock issuable upon exercise of options outstanding at September 30, 2022: Options Outstanding Options Exercisable Range of Number Weighted Average Weighted Number Weighted $ 0.09 – 1.00 4,850,000 3.02 $ 0.29 1,050,000 $ 0.10 2.50 1,000,000 3.97 2.50 1,000,000 2.50 $ 0.09 – 2.50 5,850,000 3.18 $ 0.67 2,050,000 $ 1.27 |
Schedule of Stock Option Activities | Stock option activities for the nine months ended June 30, 2023 were as follows: Number of Weighted Outstanding at October 1, 2022 5,850,000 $ 0.67 Granted — — Expired (1,500,000 ) (0.67 ) Outstanding at June 30, 2023 4,350,000 $ 0.67 Options exercisable at June 30, 2023 2,150,000 $ 1.23 Options expected to vest 2,200,000 $ 0.12 | Stock option activities for the years ended September 30, 2022 and 2021 were as follows: Number of Weighted Outstanding at October 1, 2020 — $ — Granted 1,000,000 2.50 Terminated/Exercised/Expired — — Outstanding at September 30, 2021 1,000,000 2.50 Granted 4,850,000 0.29 Terminated/Exercised/Expired — — Outstanding at September 30, 2022 5,850,000 $ 0.67 Options exercisable at September 30, 2022 2,050,000 $ 1.27 Options expected to vest 3,800,000 $ 0.35 |
Schedule of Nonvested Stock Options Granted | A summary of the status of the Company’s nonvested stock options granted as of June 30, 2023 and changes during the nine months ended June 30, 2023 is presented below: Number of Weighted Nonvested at October 1, 2022 3,800,000 $ 0.35 Granted — — Vested (1,600,000 ) (0.65 ) Nonvested at June 30, 2023 2,200,000 $ 0.12 | A summary of the status of the Company’s nonvested stock options granted as of September 30, 2022 and changes during the years ended September 30, 2022 and 2021 is presented below: Number of Weighted Nonvested at October 1, 2020 — $ — Granted 1,000,000 2.50 Vested — — Nonvested at September 30, 2021 1,000,000 2.50 Granted 4,850,000 0.29 Vested (2,050,000 ) (1.27 ) Nonvested at September 30, 2022 3,800,000 $ 0.35 |
Income Taxes (Tables)
Income Taxes (Tables) - Nukkleus Inc.[Member] | 12 Months Ended |
Sep. 30, 2022 | |
Income Tax Disclosure [Abstract] | |
Schedule of Net Loss | The components for net loss for the years ended September 30, 2022 and 2021 was as follows: Years Ended 2022 2021 United States $ 11,665,650 $ 620,481 Bermuda 10,456 — Malta 74,772 26,102 United Kingdom 90,318 290,263 Lithuania 4,461 — Total $ 11,845,657 $ 936,846 |
Schedule of Income Taxes Expense (Benefit) | The components of income taxes expense (benefit) for the years ended September 30, 2022 and 2021 consisted of the following: Years Ended 2022 2021 Current: Federal $ — $ — State — — Malta — — United Kingdom — — Lithuania — — Total current income taxes expense $ — $ — Deferred: Federal $ (977,249 ) $ (201,703 ) State (330,869 ) (38,419 ) Malta (26,170 ) (9,136 ) United Kingdom (17,138 ) (55,150 ) Lithuania (669 ) — Total deferred income taxes (benefit) $ (1,352,095 ) $ (304,408 ) Change in valuation allowance 1,352,095 304,408 Total income taxes expense $ — $ — |
Schedule of Effective Income Tax Rate | The reconciliations of the statutory income tax rate and the Company’s effective income tax rate were as follows: Years Ended 2022 2021 Statutory federal income tax rate 21.0 % 21.0 % State tax 2.4 % 2.6 % Non-U.S. income taxed at different rates 0.1 % (0.2 )% Permanent differences (13.7 )% (0.1 )% Prior year true-up (0.8 )% — % Valuation allowance (9.0 )% (23.3 )% Effective tax rate 0.0 % 0.0 % |
Schedule of Deferred Tax Assets | The components of the Company’s net deferred tax assets (liabilities) as of September 30, 2022 and 2021 were as follows: September 30, 2022 September 30, 2021 Deferred tax assets Net operating loss carry-forwards $ 1,129,699 $ 577,215 Accrued directors’ compensation 66,678 42,635 Stock-based compensation 549,722 10,521 Impairment of digital assets 169 — Capitalized SPAC acquisition related professional fee 236,198 — Total deferred tax assets, gross 1,982,466 630,371 Valuation allowance (1,982,320 ) (630,371 ) Total deferred tax assets, net $ 146 $ — Deferred tax liabilities Unrealized foreign currency exchange gain (146 ) — Total deferred tax liabilities $ (146 ) $ — Net deferred tax assets $ — $ — |
Related Party Transactions (Tab
Related Party Transactions (Tables) - Nukkleus Inc.[Member] | 9 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Sep. 30, 2022 | |
Related Party Transactions [Abstract] | ||
Schedule of General Support Services Provided to the Related Party | During the three and nine months ended June 30, 2023 and 2022, general support services provided to the related party, which was recorded as revenue — general support services — related party on the accompanying unaudited condensed consolidated statements of operations and comprehensive loss were as follows: Three Months Ended Nine Months Ended 2023 2022 2023 2022 Service provided to: TCM $ 4,800,000 $ 4,800,000 $ 14,400,000 $ 14,400,000 $ 4,800,000 $ 4,800,000 $ 14,400,000 $ 14,400,000 During the three and nine months ended June 30, 2023 and 2022, services received from the related party, which was recorded as cost of revenue — general support services — related party on the accompanying unaudited condensed consolidated statements of operations and comprehensive loss were as follows: Three Months Ended Nine Months Ended 2023 2022 2023 2022 Service received from: FXDIRECT $ 4,675,000 $ 4,725,000 $ 14,125,000 $ 14,175,000 $ 4,675,000 $ 4,725,000 $ 14,125,000 $ 14,175,000 | During the years ended September 30, 2022 and 2021, general support services provided to the related party, which was recorded as revenue — general support services — related party on the accompanying consolidated statements of operations and comprehensive loss were as follows: Years Ended 2022 2021 Service provided to: TCM $ 19,200,000 $ 19,200,000 $ 19,200,000 $ 19,200,000 Years Ended 2022 2021 Service received from: FXDIRECT $ 18,900,000 $ 18,900,000 $ 18,900,000 $ 18,900,000 |
During the years ended September 30, 2022 and 2021, general support services provided to the related party, which was recorded as revenue — general support services — related party on the accompanying consolidated statements of operations and comprehensive loss were as follows: | At June 30, 2023 and September 30, 2022, due from affiliates consisted of the following: June 30, September 30, Digiclear $ 229,837 $ 35,762 Jacobi 24,422 — FXDD Mauritius (1) 3,012 — TCM 51,190 895,374 Total $ 308,461 $ 931,136 (1) | At September 30, 2022 and 2021, due from related parties consisted of the following: September 30, 2022 September 30, 2021 NUKK Capital (*) $ — $ 144,696 Digiclear 35,762 — TCM 895,374 2,473,177 Total $ 931,136 $ 2,617,873 (*) |
Schedule of Due to Related Parties | At June 30, 2023 and September 30, 2022, due to affiliates consisted of the following: June 30, September 30, Forexware LLC (1) $ 1,211,665 $ 1,079,229 FXDIRECT 3,289,537 3,042,101 Currency Mountain Holdings Bermuda, Limited (“CMH”) 42,000 42,000 FXDD Trading (1) 498,963 242,113 Markets Direct Payments (1) 2,415 2,114 Match Fintech Limited (2) 55,551 106,506 Total $ 5,100,131 $ 4,514,063 (1) (2) | At September 30, 2022 and 2021, due to related parties consisted of the following: September 30, 2022 September 30, 2021 Forexware LLC (1) $ 1,079,229 $ 579,229 FXDIRECT 3,042,101 3,341,893 CMH 42,000 42,000 FXDD Trading (1) 242,113 294,670 Markets Direct Payments (1) 2,114 — Match Fintech Limited (2) 106,506 — Total $ 4,514,063 $ 4,257,792 (1) (2) |
Concentrations (Tables)
Concentrations (Tables) | 9 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Sep. 30, 2022 | |
Nukkleus Inc.[Member] | ||
Concentrations (Tables) [Line Items] | ||
Schedule of Customer and Supplier Revenues | The following table sets forth information as to each customer that accounted for 10% or more of the Company’s revenues for the three and nine months ended June 30, 2023 and 2022. Three Months Ended Nine Months Ended Customer 2023 2022 2023 2022 A – related party 92.1 % 93.2 % 88.8 % 93.7 % The following table sets forth information as to each supplier that accounted for 10% or more of the Company’s costs of revenues for the three and nine months ended June 30, 2023 and 2022. Three Months Ended Nine Months Ended Supplier 2023 2022 2023 2022 A – related party 87.1 % 89.3 % 86.7 % 87.7 % | The following table sets forth information as to each customer that accounted for 10% or more of the Company’s revenues for the years ended September 30, 2022 and 2021. Years Ended Customer 2022 2021 A – related party 89.2 % 99.5 % Years Ended Supplier 2022 2021 A – related party 85.2 % 97.6 % |
Segment Information (Tables)
Segment Information (Tables) - Nukkleus Inc.[Member] | 9 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Sep. 30, 2022 | |
Segment Information (Tables) [Line Items] | ||
Schedule of Reportable Business Segments | Information with respect to these reportable business segments for the three and nine months ended June 30, 2023 and 2022 was as follows: Three Months Ended Nine Months Ended 2023 2022 2023 2022 (as restated) (as restated) Revenues General support services $ 4,800,000 $ 4,800,000 $ 14,400,000 $ 14,400,000 Financial services 412,056 352,192 1,822,388 970,224 Total 5,212,056 5,152,192 16,222,388 15,370,224 Costs of revenues General support services 4,675,000 4,725,000 14,125,000 14,175,000 Financial services 695,074 565,633 2,162,317 1,987,557 Total 5,370,074 5,290,633 16,287,317 16,162,557 Gross profit (loss) General support services 125,000 75,000 275,000 225,000 Financial services (283,018 ) (213,441 ) (339,929 ) (1,017,333 ) Total (158,018 ) (138,441 ) (64,929 ) (792,333 ) Operating expenses Financial services 558,228 390,525 1,595,955 1,347,503 Corporate/Other 496,555 1,125,525 1,494,776 3,312,000 Total 1,054,783 1,516,050 3,090,731 4,659,503 Other income (expense) Financial services 3,057 (918 ) 6,345 (3,319 ) Corporate/Other — (330,878 ) — (402,585 ) Total 3,057 (331,796 ) 6,345 (405,904 ) Net income (loss) General support services 125,000 75,000 275,000 225,000 Financial services (838,189 ) (604,884 ) (1,929,539 ) (2,368,155 ) Corporate/Other (496,555 ) (1,456,403 ) (1,494,776 ) (3,714,585 ) Total (1,209,744 ) (1,986,287 ) (3,149,315 ) (5,857,740 ) Amortization Financial services 591,955 591,955 1,775,865 2,095,853 Corporate/Other 937 937 2,810 1,873 Total $ 592,892 $ 592,892 $ 1,778,675 $ 2,097,726 | Information with respect to these reportable business segments for the years ended September 30, 2022 and 2021 was as follows: Years Ended 2022 2021 (as restated) Revenues General support services $ 19,200,000 $ 19,200,000 Financial services 2,313,474 86,964 Total 21,513,474 19,286,964 Costs of revenues General support services 18,900,000 18,900,000 Financial services 3,274,870 469,286 Total 22,174,870 19,369,286 Gross profit (loss) General support services 300,000 300,000 Financial services (961,396 ) (382,322 ) Total (661,396 ) (82,322 ) Operating expenses Financial services 1,808,399 376,955 Corporate/Other 8,672,529 473,127 Total 10,480,928 850,082 Years Ended 2022 2021 (as restated) Other expense Financial services $ 12,792 $ 272 Corporate/Other 690,541 4,170 Total 703,333 4,442 Net income (loss) General support services 300,000 300,000 Financial services (2,782,587 ) (759,549 ) Corporate/Other (9,363,070 ) (477,297 ) Total (11,845,657 ) (936,846 ) Amortization Financial services 2,687,808 469,286 Corporate/Other 2,809 — Total $ 2,690,617 $ 469,286 |
Schedule of Total Assets | Total assets at June 30, 2023 and September 30, 2022 June 30, September 30, 2022 Financial services $ 8,203,817 $ 10,768,309 Corporate/Other 7,143,061 7,596,595 Total $ 15,346,878 $ 18,364,904 | Total assets at September 30, 2022 and 2021 September 30, 2022 September 30, 2021 Financial services $ 10,768,309 $ 15,719,792 Corporate/Other 7,596,595 2,956,696 Total $ 18,364,904 $ 18,676,488 |
Restatements of Previously Is_2
Restatements of Previously Issued Financial Statements (Tables) - Nukkleus Inc.[Member] | 12 Months Ended |
Sep. 30, 2022 | |
Restatements of Previously Issued Financial Statements [Abstract] | |
Schedule Adjusted Fair Values of the Assets Acquired and Liabilities Assumed, Plus Transaction Costs | The adjusted fair values of the assets acquired and liabilities assumed, plus transaction costs were as follows: Estimated Transaction Valuation Restated Assets acquired: Cash $ 21,370 $ 21,370 Accounts receivable 46,602 46,602 Other current assets 142 142 Intangible assets 14,010,631 74,771 (2,861,631 ) 11,223,771 Total assets 14,078,745 11,291,885 Liabilities assumed: Accounts payable and accrued liabilities 78,745 78,745 Total liabilities 78,745 78,745 Purchase price $ 14,000,000 74,771 (2,861,631 ) $ 11,213,140 |
Schedule of Consolidated Balance Sheet | These errors did not have any impact on consolidated operating loss, net loss or earnings per share. The Company’s June 30, 2021 financial statements have been restated for the impact of these adjustments as follows: As Reported Adjustment As Restated Consolidated Balance Sheet As of June 30, 2021 Intangible assets, net $ 13,940,257 $ (2,861,631 ) $ 11,078,626 Total non-current assets $ 13,940,257 $ (2,861,631 ) $ 11,078,626 Total assets $ 17,000,367 $ (2,861,631 ) $ 14,138,736 Additional paid-in capital $ 10,235,758 $ (2,003,142 ) $ 8,232,616 Total Nukkleus Inc. stockholders’ equity $ 8,550,382 $ (2,003,142 ) $ 6,547,240 Non-controlling interest $ 4,203,302 $ (858,489 ) $ 3,344,813 Total equity $ 12,753,684 $ (2,861,631 ) $ 9,892,053 Total liabilities and equity $ 17,000,367 $ (2,861,631 ) $ 14,138,736 As Reported Adjustment As Restated Consolidated Balance Sheet As of September 30, 2021 Cash $ 355,673 $ 48,098 $ 403,771 Customer custodial cash $ — $ 799,302 $ 799,302 Customer digital currency assets $ — $ 1,168,349 $ 1,168,349 Digital assets $ — $ 903 $ 903 Total current assets $ 3,043,720 $ 2,016,652 $ 5,060,372 Intangible assets, net $ 13,616,116 $ (2,861,631 ) $ 10,754,485 Total non-current assets $ 13,616,116 $ (2,861,631 ) $ 10,754,485 Total assets $ 16,659,836 $ (844,979 ) $ 15,814,857 Customer custodial cash liabilities $ — $ 799,302 $ 799,302 Customer digital currency liabilities $ — $ 1,168,349 $ 1,168,349 Accounts payable and accrued liabilities $ 380,721 $ 49,001 $ 429,722 Total current liabilities $ 4,638,513 $ 2,016,652 $ 6,655,165 Total liabilities $ 4,638,513 $ 2,016,652 $ 6,655,165 Additional paid-in capital $ 14,474,839 $ (2,861,631 ) $ 11,613,208 Total stockholders’ equity $ 12,021,323 $ (2,861,631 ) $ 9,159,692 Total liabilities and stockholders’ equity $ 16,659,836 $ (844,979 ) $ 15,814,857 As Reported Adjustment As Restated Condensed Consolidated Balance Sheet As of December 31, 2021 Cash $ 50,623 $ 2,252 $ 52,875 Customer custodial cash $ — $ 90,951 $ 90,951 Customer digital currency assets $ — $ 1,022,407 $ 1,022,407 Digital assets $ — $ 1,123 $ 1,123 Total current assets $ 2,733,446 $ 1,116,733 $ 3,850,179 Total assets $ 19,177,988 $ 1,116,733 $ 20,294,721 Customer custodial cash liabilities $ — $ 90,951 $ 90,951 Customer digital currency liabilities $ — $ 1,022,407 $ 1,022,407 Accounts payable and accrued liabilities $ 579,351 $ 3,375 $ 582,726 Total current liabilities $ 4,984,616 $ 1,116,733 $ 6,101,349 Total liabilities $ 4,984,616 $ 1,116,733 $ 6,101,349 Total liabilities and stockholders’ equity $ 19,177,988 $ 1,116,733 $ 20,294,721 As Reported Adjustment As Restated Condensed Consolidated Balance Sheet As of March 31, 2022 Cash $ 50,444 $ 23,801 $ 74,245 Customer custodial cash $ — $ 1,082,421 $ 1,082,421 Customer digital currency assets $ — $ 1,307,042 $ 1,307,042 Digital assets $ — $ 1,397 $ 1,397 Total current assets $ 1,612,376 $ 2,414,661 $ 4,027,037 Total assets $ 22,404,645 $ 2,414,661 $ 24,819,306 Customer custodial cash liabilities $ — $ 1,082,421 $ 1,082,421 Customer digital currency liabilities $ — $ 1,307,042 $ 1,307,042 Accounts payable and accrued liabilities $ 561,460 $ 25,198 $ 586,658 Total current liabilities $ 4,587,814 $ 2,414,661 $ 7,002,475 Total liabilities $ 4,587,814 $ 2,414,661 $ 7,002,475 Total liabilities and stockholders’ equity $ 22,404,645 $ 2,414,661 $ 24,819,306 As Reported Adjustment As Restated Condensed Consolidated Balance Sheet As of June 30, 2022 Cash $ 23,142 $ 52,685 $ 75,827 Customer custodial cash $ — $ 965,918 $ 965,918 Customer digital currency assets $ — $ 898,516 $ 898,516 Digital assets $ — $ 20,076 $ 20,076 Total current assets $ 972,195 $ 1,937,195 $ 2,909,390 Total assets $ 20,840,892 $ 1,937,195 $ 22,778,087 Customer custodial cash liabilities $ — $ 965,918 $ 965,918 Customer digital currency liabilities $ — $ 898,516 $ 898,516 Accounts payable and accrued liabilities $ 543,267 $ 72,761 $ 616,028 Total current liabilities $ 4,457,083 $ 1,937,195 $ 6,394,278 Total liabilities $ 4,457,083 $ 1,937,195 $ 6,394,278 Total liabilities and stockholders’ equity $ 20,840,892 $ 1,937,195 $ 22,778,087 |
Schedule of Consolidated Statement of Cash Flow | As Reported Adjustment As Restated Condensed Consolidated Statement of Cash Flow for the Nine Months Ended June 30, 2021 Non-cash investing and financing activities: Common stock issued in connection with acquisition $ 9,814,000 $ (2,003,142 ) $ 7,810,858 As Reported Adjustment As Restated Consolidated Statement of Cash Flow for the Year Ended September 30, 2021 Customer digital currency assets $ — $ (1,201,019 ) $ (1,201,019 ) Digital assets $ — $ (929 ) $ (929 ) Customer custodial cash liabilities $ — $ 821,653 $ 821,653 Customer digital currency liabilities $ — $ 1,201,019 $ 1,201,019 Accounts payable and accrued liabilities $ 113,711 $ 50,371 $ 164,082 Net cash provided by operating activities $ 295,887 $ 871,095 $ 1,166,982 Effect of exchange rate on cash $ 239 $ (23,695 ) $ (23,456 ) Net increase in cash $ 272,824 $ 847,400 $ 1,120,224 Cash – end of year $ 355,673 $ 847,400 $ 1,203,073 Non-cash investing and financing activities: Common stock issued in connection with acquisition $ 14,014,000 $ (2,861,631 ) $ 11,152,369 As Reported Adjustment As Restated Condensed Consolidated Statement of Cash Flow for the Three Months Ended December 31, 2021 Customer digital currency assets $ — $ 151,118 $ 151,118 Digital assets $ — $ (214 ) $ (214 ) Customer custodial cash liabilities $ — $ (709,188 ) $ (709,188 ) Customer digital currency liabilities $ — $ (151,118 ) $ (151,118 ) Accounts payable and accrued liabilities $ 197,371 $ (45,667 ) $ 151,704 Net cash used in operating activities $ (305,264 ) $ (755,069 ) $ (1,060,333 ) Effect of exchange rate on cash $ 214 $ 872 $ 1,086 Net decrease in cash $ (305,050 ) $ (754,197 ) $ (1,059,247 ) Cash – beginning of period $ 355,673 $ 847,400 $ 1,203,073 Cash – end of period $ 50,623 $ 93,203 $ 143,826 As Reported Adjustment As Restated Condensed Consolidated Statement of Cash Flow for the Six Months Ended March 31, 2022 Customer digital currency assets $ — $ (170,955 ) $ (170,955 ) Digital assets $ — $ (528 ) $ (528 ) Customer custodial cash liabilities $ — $ 309,542 $ 309,542 Customer digital currency liabilities $ — $ 170,955 $ 170,955 Accounts payable and accrued liabilities $ 187,364 $ (23,135 ) $ 164,229 Net cash (used in) provided by operating activities $ (304,371 ) $ 285,879 $ (18,492 ) Effect of exchange rate on cash $ (858 ) $ (27,057 ) $ (27,915 ) Net (decrease) increase in cash $ (305,229 ) $ 258,822 $ (46,407 ) Cash – beginning of period $ 355,673 $ 847,400 $ 1,203,073 Cash – end of period $ 50,444 $ 1,106,222 $ 1,156,666 As Reported Adjustment As Restated Condensed Consolidated Statement of Cash Flow for the Nine Months Ended June 30, 2022 Customer digital currency assets $ — $ 1,139,351 $ 1,139,351 Digital assets $ — $ (20,769 ) $ (20,769 ) Customer custodial cash liabilities $ — $ 262,180 $ 262,180 Customer digital currency liabilities $ — $ (1,139,351 ) $ (1,139,351 ) Accounts payable and accrued liabilities $ 183,463 $ 30,681 $ 214,144 Net cash (used in) provided by operating activities $ (328,926 ) $ 272,092 $ (56,834 ) Effect of exchange rate on cash $ (3,605 ) $ (100,889 ) $ (104,494 ) Net (decrease) increase in cash $ (332,531 ) $ 171,203 $ (161,328 ) Cash – beginning of period $ 355,673 $ 847,400 $ 1,203,073 Cash – end of period $ 23,142 $ 1,018,603 $ 1,041,745 |
Schedule of Consolidated Statement of Operations and Comprehensive Loss | As Reported Adjustment As Restated Consolidated Statement of Operations and Comprehensive Loss for the Year Ended September 30, 2021 Cost of revenue – financial services $ 762,297 $ (293,011 ) $ 469,286 Total costs of revenues $ 19,662,297 $ (293,011 ) $ 19,369,286 Gross loss – financial services $ (675,333 ) $ 293,011 $ (382,322 ) Total gross loss $ (375,333 ) $ 293,011 $ (82,322 ) Professional fees $ 396,277 $ 138,559 $ 534,836 Other general and administrative $ 160,794 $ 154,452 $ 315,246 Total operating expenses $ 557,071 $ 293,011 $ 850,082 As Reported Adjustment As Restated Condensed Consolidated Statement of Operations and Comprehensive Loss for the Three Months Ended December 31, 2021 Cost of revenue – financial services $ 1,007,431 $ (133,226 ) $ 874,205 Total costs of revenues $ 5,732,431 $ (133,226 ) $ 5,599,205 Gross loss – financial services $ (678,416 ) $ 133,226 $ (545,190 ) Total gross loss $ (603,416 ) $ 133,226 $ (470,190 ) Professional fees $ 921,732 $ 133,226 $ 1,054,958 Other general and administrative $ 353,121 $ — $ 353,121 Total operating expenses $ 1,340,207 $ 133,226 $ 1,473,433 As Reported Adjustment As Restated Condensed Consolidated Statement of Operations and Comprehensive Loss for the Three Months Ended March 31, 2022 Cost of revenue – financial services $ 690,184 $ (142,465 ) $ 547,719 Total costs of revenues $ 5,415,184 $ (142,465 ) $ 5,272,719 Gross loss – financial services $ (401,167 ) $ 142,465 $ (258,702 ) Total gross loss $ (326,167 ) $ 142,465 $ (183,702 ) Professional fees $ 1,066,816 $ 142,465 $ 1,209,281 Total operating expenses $ 1,527,555 $ 142,465 $ 1,670,020 As Reported Adjustment As Restated Condensed Consolidated Statement of Operations and Comprehensive Loss for the Six Months Ended March 31, 2022 Cost of revenue – financial services $ 1,697,615 $ (275,691 ) $ 1,421,924 Total costs of revenues $ 11,147,615 $ (275,691 ) $ 10,871,924 Gross loss – financial services $ (1,079,583 ) $ 275,691 $ (803,892 ) Total gross loss $ (929,583 ) $ 275,691 $ (653,892 ) Professional fees $ 1,988,548 $ 275,691 $ 2,264,239 Total operating expenses $ 2,867,762 $ 275,691 $ 3,143,453 As Reported Adjustment As Restated Condensed Consolidated Statement of Operations and Comprehensive Loss for the Three Months Ended June 30, 2022 Cost of revenue – financial services $ 700,705 $ (135,072 ) $ 565,633 Total costs of revenues $ 5,425,705 $ (135,072 ) $ 5,290,633 Gross loss – financial services $ (348,513 ) $ 135,072 $ (213,441 ) Total gross loss $ (273,513 ) $ 135,072 $ (138,441 ) Professional fees $ 911,856 $ 135,071 $ 1,046,927 Compensation and related benefits $ 100,115 $ (9,501 ) $ 90,614 Other general and administrative $ 155,539 $ 9,502 $ 165,041 Total operating expenses $ 1,380,978 $ 135,072 $ 1,516,050 As Reported Adjustment As Restated Condensed Consolidated Statement of Operations and Comprehensive Loss for the Nine Months Ended June 30, 2022 Cost of revenue – financial services $ 2,398,320 $ (410,763 ) $ 1,987,557 Total costs of revenues $ 16,573,320 $ (410,763 ) $ 16,162,557 Gross loss – financial services $ (1,428,096 ) $ 410,763 $ (1,017,333 ) Total gross loss $ (1,203,096 ) $ 410,763 $ (792,333 ) Professional fees $ 2,900,404 $ 410,762 $ 3,311,166 Compensation and related benefits $ 355,359 $ (9,501 ) $ 345,858 Other general and administrative $ 449,216 $ 9,502 $ 458,718 Total operating expenses $ 4,248,740 $ 410,763 $ 4,659,503 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | ||
Schedule of Fair Value on a Recurring Basis | The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of June 30, 2023 and December 31, 2022 and indicates the fair value of held to maturity securities as follows. Description Level June 30, 2023 December 31, 2022 Assets: Trust Account – U.S. Treasury Securities Money Market Fund 1 $ — $ — Liabilities: Derivative Warrant Liability – Private Warrant 3 $ 10,183 $ 10,643 | The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at December 31, 2022 and 2021 and indicates the fair value of held to maturity securities as follows. Level December 31, 2022 December 31, 2021 Description Assets: Trust Account – U.S. Treasury Securities Money Market Fund 1 $ — $ 47,387,687 Liabilities: Derivative Warrant Liability – Private Warrant 3 $ 10,643 $ 180,479 |
Schedule of Level 3 Fair Value Measurements Inputs | The following table provides quantitative information regarding Level 3 fair value measurements inputs for the Company’s warrants at their measurement dates: June 30, 2023 December 31, 2022 Volatility 3.18 % 3.40 % Share price 11.30 10.72 Expected life of the warrants to convert 5.06 5.23 Risk free rate 4.17 % 4.04 % Dividend yield 0.00 % 0.00 % | The following table provides quantitative information regarding Level 3 fair value measurements inputs for the Company’s warrants at their measurement dates: December 31, 2022 December 31, 2021 Volatility 3.40 % 10.50 % Share price 10.72 10.20 Expected life of the warrants to convert 5.23 5.56 Risk free rate 4.04 % 1.37 % Dividend yield 0.00 % 0.00 % |
Schedule of Fair Value of the Derivative Warrant Liabilities | The change in the fair value of the derivative warrant liabilities for the six months ended June 30, 2023 and 2022 were as below: Derivative Warrant Liabilities as of December 31, 2021 $ 180,479 Change in fair value of derivative warrant liabilities (5,041 ) Derivative Warrant Liabilities as of March 31, 2022 $ 175,438 Change in fair value of derivative warrant liabilities (56,342 ) Derivative Warrant Liabilities as of June 30, 2022 $ 119,096 Derivative Warrant Liabilities as of December 31, 2022 $ 10,643 Change in fair value of derivative warrant liabilities 925 Derivative Warrant Liabilities as of March 31, 2023 $ 11,568 Change in fair value of derivative warrant liabilities (1,385 ) Derivative Warrant Liabilities as of June 30, 2023 $ 10,183 | The change in the fair value of the derivative warrant liabilities for the years ended December 31, 2022 and 2021 was as below: Derivative Warrant Liabilities as of December 31, 2020 $ 247,634 Change in fair value of derivative warrant liabilities (67,155 ) Derivative Warrant Liabilities as of December 31, 2021 $ 180,479 Derivative Warrant Liabilities as of December 31, 2021 $ 180,479 Change in fair value of derivative warrant liabilities (169,836 ) Derivative Warrant Liabilities as of December 31, 2022 $ 10,643 |
Description of Organization a_2
Description of Organization and Business Operations (Details) - USD ($) | 1 Months Ended | 2 Months Ended | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||||||||||||||||||
May 01, 2023 | Apr. 20, 2023 | Nov. 18, 2022 | Oct. 17, 2022 | Jul. 13, 2022 | Mar. 28, 2022 | Mar. 18, 2022 | Dec. 31, 2021 | Dec. 30, 2021 | Oct. 20, 2021 | Jun. 30, 2020 | Jun. 29, 2020 | Jun. 26, 2020 | Feb. 23, 2023 | Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2020 | Jun. 30, 2023 | Dec. 31, 2022 | Sep. 30, 2022 | Dec. 31, 2021 | Jun. 21, 2023 | May 22, 2023 | Mar. 31, 2023 | Dec. 23, 2021 | Dec. 15, 2021 | Sep. 30, 2021 | Sep. 20, 2021 | Jun. 22, 2021 | |
Description of Organization and Business Operations (Details) [Line Items] | |||||||||||||||||||||||||||||||
Balance of ordinary shares issued (in Shares) | 4,600,000 | 405,475 | 405,475 | 405,475 | 564,936 | 4,600,000 | |||||||||||||||||||||||||
Exchange shares percentage | 4.545% | ||||||||||||||||||||||||||||||
Cash | $ 283,403 | $ 4,597,048 | $ 4,597,048 | $ 4,597,048 | $ 6,110,807 | $ 364,023 | $ 283,403 | $ 403,771 | |||||||||||||||||||||||
Price per share (in Dollars per share) | $ 10.6 | $ 10.48 | $ 10.3 | $ 10 | $ 0.08 | $ 0.1 | $ 0.1 | $ 0.1 | $ 0.1 | $ 0.08 | $ 0.08 | ||||||||||||||||||||
Transaction costs | $ 2,069,154 | $ 2,069,154 | |||||||||||||||||||||||||||||
Underwriting fees | 1,610,000 | 1,610,000 | |||||||||||||||||||||||||||||
Other offering costs | 459,154 | 459,154 | |||||||||||||||||||||||||||||
Cash held outside of trust account | $ 67,497 | $ 67,497 | $ 67,497 | $ 55,789 | |||||||||||||||||||||||||||
Fair market value, percentage | 80% | 80% | 80% | 80% | |||||||||||||||||||||||||||
Public shares percentage | 100% | 100% | |||||||||||||||||||||||||||||
Deposit trust account | $ 1,572,423 | $ 1,572,423 | $ 1,572,423 | $ 1,229,096 | |||||||||||||||||||||||||||
Aggregate amount | $ 25,180,851 | $ 10,742,906 | $ 633,792 | $ 6,529,259 | 19,837 | $ 46,000,000 | $ 1,706,347 | ||||||||||||||||||||||||
Deposit amount | $ 32,450 | $ 22,600 | $ 101,406 | $ 32,500 | 32,300 | $ 32,300 | 32,300 | $ 32,450 | $ 32,450 | $ 460,000 | $ 460,000 | $ 460,000 | |||||||||||||||||||
Ordinary shares (in Shares) | 633,792 | ||||||||||||||||||||||||||||||
Aggregate amount of shares (in Shares) | 2,375,991 | 1,025,281 | 633,792 | 258 | 159,203 | ||||||||||||||||||||||||||
Public ordinary per share (in Dollars per share) | $ 0.04 | ||||||||||||||||||||||||||||||
Business combination, description | The initial shareholders have agreed not to transfer, assign or sell any of the Founder Shares (except to certain permitted transferees) until, with respect to 50% of the Founder Shares, the earlier of (i) six months after the date of the consummation of a Business Combination, or (ii) the date on which the closing price of the Company’s ordinary shares equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after a Business Combination, with respect to the remaining 50% of the Founder Shares, upon six months after the date of the consummation of a Business Combination, or earlier, in each case, if, subsequent to a Business Combination, the Company consummates a subsequent liquidation, merger, stock exchange or other similar transaction which results in all of the Company’s shareholders having the right to exchange their ordinary shares for cash, securities or other property. | ||||||||||||||||||||||||||||||
Aggregate shares (in Shares) | 159,203 | ||||||||||||||||||||||||||||||
Aggregate amount per shares (in Dollars per share) | $ 10.72 | ||||||||||||||||||||||||||||||
Deposit | 0.08 | $ 0.08 | 0.08 | ||||||||||||||||||||||||||||
Per share of ordinary shares (in Dollars per share) | $ 0.08 | ||||||||||||||||||||||||||||||
Dissolution expenses | 50,000 | $ 50,000 | |||||||||||||||||||||||||||||
Trust account per share (in Dollars per share) | $ 10.2 | $ 10.72 | $ 10.2 | $ 11.3 | |||||||||||||||||||||||||||
Operating bank account | $ 67,497 | $ 67,497 | $ 67,497 | $ 55,789 | |||||||||||||||||||||||||||
Trust account, description | which is before March 23, 2023 (or April 23, 2023 if further extended by placing $32,500 into the Trust Account). | ||||||||||||||||||||||||||||||
Price per share (in Dollars per share) | $ 0.08 | $ 0.08 | $ 0.08 | $ 0.3301 | |||||||||||||||||||||||||||
Gross proceed | $ 6,210,000 | 6,210,000 | |||||||||||||||||||||||||||||
Net proceed deposited | $ 6,000,000 | $ 6,000,000 | |||||||||||||||||||||||||||||
Additional price per share (in Dollars per share) | 0.32 | $ 0.32 | 0.32 | ||||||||||||||||||||||||||||
Description of deposited | On November 18, 2022, Nukkleus deposited $22,600 into the Trust Account, representing $0.04 per public ordinary share that was not redeemed in connection with extending the business combination completion window until November 23, 2022. On December 19, 2022, Nukkleus deposited $22,600 into the Trust Account, representing $0.04 per public ordinary share that was not redeemed in connection with extending the business combination completion window until January 23, 2023. On January 19, 2023, the shareholders of the Company approved the extension of the period of time the Company has to consummate its initial business combination from January 23, 2023 to up to not later than April 23, 2023, extendable by the Company on a monthly basis without further shareholder approval upon deposit of $0.04 per public ordinary share of the Company (the “Top-up Amount”). Notwithstanding the Top-up Amount, the Company undertook to increase the amount to be paid into the Trust Account for each monthly extension from $0.04 to $0.0525. Subsequently, the Company has committed to increase the amount to be paid into the Trust Account for any extension from February 23, 2023 to March 23, 2023 and from March 23, 2023 to April 23, 2023 to $0.08 per ordinary share outstanding. In connection with the extension, Nukkleus deposited $21,350 into the Trust Account, representing $0.0525 per public ordinary share that was not redeemed in connection with extending the business combination completion window until February 23, 2023. In connection with a special meeting to approve the extension of the business combination period, the Company’s shareholders elected to redeem an aggregate amount of 159,203 shares, and the Company redeemed such shares for an aggregate amount of $1,706,347, or approximately $10.72 per share | ||||||||||||||||||||||||||||||
Public ordinary price per share (in Dollars per share) | $ 0.08 | ||||||||||||||||||||||||||||||
Aggregate amount | $ 2,821 | ||||||||||||||||||||||||||||||
Stock redeemed per share (in Dollars per share) | $ 10.93 | $ 10.93 | 10.93 | ||||||||||||||||||||||||||||
Aggregate amount of shares (in Shares) | 1,779 | ||||||||||||||||||||||||||||||
Redemption price per shares (in Dollars per share) | $ 11.17 | ||||||||||||||||||||||||||||||
Business combination | $ 32,300 | ||||||||||||||||||||||||||||||
Trust account | 32,300 | ||||||||||||||||||||||||||||||
Related party transaction expense | $ 123,748 | $ 144,590 | $ 343,326 | $ 613,861 | $ 1,202,399 | $ 670,916 | |||||||||||||||||||||||||
Initial Public Offering [Member] | |||||||||||||||||||||||||||||||
Description of Organization and Business Operations (Details) [Line Items] | |||||||||||||||||||||||||||||||
Share units (in Shares) | 4,000,000 | ||||||||||||||||||||||||||||||
Price per share (in Dollars per share) | $ 10 | $ 10 | $ 10 | 10 | $ 10 | ||||||||||||||||||||||||||
Gross proceeds | $ 40,000,000 | ||||||||||||||||||||||||||||||
sale of the Units in IPO | $ 40,000,000 | ||||||||||||||||||||||||||||||
Public ordinary per share (in Dollars per share) | 0.08 | 0.08 | 0.08 | ||||||||||||||||||||||||||||
Additional units (in Shares) | 600,000 | ||||||||||||||||||||||||||||||
Price per share (in Dollars per share) | $ 0.08 | $ 10 | $ 10 | ||||||||||||||||||||||||||||
Stock redeemed per share (in Dollars per share) | $ 10 | $ 10 | $ 10 | $ 10 | |||||||||||||||||||||||||||
Over-Allotment Option [Member] | |||||||||||||||||||||||||||||||
Description of Organization and Business Operations (Details) [Line Items] | |||||||||||||||||||||||||||||||
Gross proceeds | $ 210,000 | ||||||||||||||||||||||||||||||
Underwriters, description | On June 29, 2020, the underwriters notified the Company of their intention to exercise their over-allotment option in full. As such, on June 30, 2020, the Company consummated the sale of an additional 600,000 Units, at $10.00 per Unit, and the sale of an additional 21,000 Private Units, at $10.00 per Private Unit, generating total gross proceeds of $6,210,000. A total of $6,000,000 of the net proceeds was deposited into the Trust Account, bringing the aggregate proceeds held in the Trust Account to $46,000,000. | ||||||||||||||||||||||||||||||
Additional units (in Shares) | 21,000 | ||||||||||||||||||||||||||||||
Price per share (in Dollars per share) | $ 10 | $ 10 | |||||||||||||||||||||||||||||
Private Placement [Member] | |||||||||||||||||||||||||||||||
Description of Organization and Business Operations (Details) [Line Items] | |||||||||||||||||||||||||||||||
Additional units (in Shares) | 21,000 | ||||||||||||||||||||||||||||||
Price per share (in Dollars per share) | $ 10 | $ 10 | |||||||||||||||||||||||||||||
Nukkleus Inc.[Member] | |||||||||||||||||||||||||||||||
Description of Organization and Business Operations (Details) [Line Items] | |||||||||||||||||||||||||||||||
Description of directly own | Jamal Khurshid and Nicholas Gregory own, directly and indirectly, approximately 40% and 10% of Jacobi, respectively. Jamal Khurshid is the Company’s chief operating officer and director and Nicholas Gregory is the Company’s director. The transactions contemplated by the Jacobi Agreement constituted a “related-party transaction” as defined in Item 404 of Regulation S-K because of Mr. Khurshid’s and Mr. Gregory’s position as beneficial owner of one or more Original Shareholders and New Jacobi Shareholders. | Jamal Khurshid and Nicholas Gregory own, directly and indirectly, approximately 40% and 10% of Jacobi, respectively. Jamal Khurshid is the Company’s chief operating officer and director and Nicholas Gregory is the Company’s director. The transactions contemplated by the Jacobi Agreement constituted a “related-party transaction” as defined in Item 404 of Regulation S-K because of Mr. Khurshid’s and Mr. Gregory’s position as beneficial owner of one or more Original Shareholders and New Jacobi Shareholders. | |||||||||||||||||||||||||||||
Consideration shares (in Shares) | 15,151,515 | 15,151,515 | 15,151,515 | ||||||||||||||||||||||||||||
Operating capital | $ 1,000,000 | $ 1,000,000 | |||||||||||||||||||||||||||||
Exchange shares percentage | 4.545% | ||||||||||||||||||||||||||||||
Cash | $ 142,341 | $ 142,341 | $ 142,341 | $ 364,023 | 403,771 | ||||||||||||||||||||||||||
Incurred net loss | 11,845,657 | ||||||||||||||||||||||||||||||
Working capital deficit | $ 627,000 | $ 627,000 | $ 627,000 | $ 3,786,525 | |||||||||||||||||||||||||||
Price per share (in Dollars per share) | $ 1 | $ 1 | $ 1 | $ 1 | |||||||||||||||||||||||||||
Cash held outside of trust account | $ 1,571,000 | $ 667,000 | |||||||||||||||||||||||||||||
Price per share (in Dollars per share) | $ 0.3301 | ||||||||||||||||||||||||||||||
Related party transaction expense | $ 1,550,000 | ||||||||||||||||||||||||||||||
Incurred net loss | $ 3,149,000 | $ 3,149,000 | $ 3,149,000 | ||||||||||||||||||||||||||||
Business Combination [Member] | |||||||||||||||||||||||||||||||
Description of Organization and Business Operations (Details) [Line Items] | |||||||||||||||||||||||||||||||
Underwriters, description | In addition, if (x) the Company issues additional ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of a Business Combination at an issue price or effective issue price of less than $9.20 per share (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the initial shareholders or their affiliates, without taking into account any Founder Shares held by the initial shareholders or such affiliates, as applicable, 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 a Business Combination on the date of the consummation of a Business Combination (net of redemptions), and (z) the volume weighted average trading price of the ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates a 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 $16.50 per share redemption trigger price described above 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 ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of a Business Combination at an issue price or effective issue price of less than $9.20 per share (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the initial shareholders or their affiliates, without taking into account any Founder Shares held by the initial shareholders or such affiliates, as applicable, 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 a Business Combination on the date of the consummation of a Business Combination (net of redemptions), and (z) the volume weighted average trading price of the ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates a 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 $16.50 per share redemption trigger price described above will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price. | |||||||||||||||||||||||||||||
Outstanding voting securities percentage | 50% | 50% | 50% | 50% | |||||||||||||||||||||||||||
Net tangible assets | $ 5,000,001 | $ 5,000,001 | $ 5,000,001 | $ 5,000,001 | |||||||||||||||||||||||||||
Business combination, description | On November 18, 2022, Nukkleus deposited $22,600 into the Trust Account, representing $0.04 per public ordinary share that was not redeemed in connection with extending the business combination completion window until November 23, 2022. On December 19, 2022, Nukkleus deposited $22,600 into the Trust Account, representing $0.04 per public ordinary share that was not redeemed in connection with extending the business combination completion window until January 23, 2023. On January 19, 2023, the shareholders of the Company approved the extension of the period of time the Company has to consummate its initial business combination from January 23, 2023 to up to not later than April 23, 2023, extendable by the Company on a monthly basis without further shareholder approval upon deposit of $0.04 per public ordinary share of the Company (the “Top-up Amount”). Notwithstanding the Top-up Amount, the Company undertook to increase the amount to be paid into the Trust Account for each monthly extension from $0.04 to $0.0525. Subsequently, the Company has committed to increase the amount to be paid into the Trust Account for any extension from February 23, 2023 to March 23, 2023 and from March 23, 2023 to April 23, 2023 to $0.08 per ordinary share outstanding. In connection with the extension, Nukkleus deposited $21,350 into the Trust Account, representing $0.0525 per public ordinary share that was not redeemed in connection with extending the business combination completion window until February 23, 2023. | ||||||||||||||||||||||||||||||
Digiclear Agreement [Member] | Nukkleus Inc.[Member] | |||||||||||||||||||||||||||||||
Description of Organization and Business Operations (Details) [Line Items] | |||||||||||||||||||||||||||||||
Ordinary shares outstanding (in Shares) | 5,400,000 | 5,400,000 | 5,400,000 | ||||||||||||||||||||||||||||
Asset, Held-in-Trust [Member] | |||||||||||||||||||||||||||||||
Description of Organization and Business Operations (Details) [Line Items] | |||||||||||||||||||||||||||||||
Price per share (in Dollars per share) | $ 10 | $ 10 | $ 10 | $ 10 | |||||||||||||||||||||||||||
Public ordinary per share (in Dollars per share) | 0.04 | ||||||||||||||||||||||||||||||
Sponsor [Member] | |||||||||||||||||||||||||||||||
Description of Organization and Business Operations (Details) [Line Items] | |||||||||||||||||||||||||||||||
Price per share (in Dollars per share) | $ 10.6 | $ 0.12 | $ 0.16 | $ 0.3 | $ 0.3 | $ 0.3 | $ 0.3 | ||||||||||||||||||||||||
Public shares percentage | 15% | 15% | |||||||||||||||||||||||||||||
Deposit trust account | $ 460,000 | $ 460,000 | $ 460,000 | $ 460,000 | |||||||||||||||||||||||||||
Aggregate amount | $ 1,380,000 | $ 1,380,000 | |||||||||||||||||||||||||||||
Deposit amount | $ 353,000 | $ 736,000 | $ 634,594 | ||||||||||||||||||||||||||||
Deposit | $ 736,000 | ||||||||||||||||||||||||||||||
Trust account per share (in Dollars per share) | $ 10 | $ 10 | $ 10 | $ 10 | |||||||||||||||||||||||||||
Sponsor [Member] | Initial Public Offering [Member] | |||||||||||||||||||||||||||||||
Description of Organization and Business Operations (Details) [Line Items] | |||||||||||||||||||||||||||||||
Price per share (in Dollars per share) | 11.17 | 11.17 | 11.17 | $ 0.3 | |||||||||||||||||||||||||||
Nukkleus [Member] | |||||||||||||||||||||||||||||||
Description of Organization and Business Operations (Details) [Line Items] | |||||||||||||||||||||||||||||||
Price per share (in Dollars per share) | $ 0.08 | $ 0.08 | $ 0.08 | ||||||||||||||||||||||||||||
Deposit amount | $ 22,600 | $ 32,300 | $ 32,300 | $ 32,300 | |||||||||||||||||||||||||||
Public ordinary per share (in Dollars per share) | $ 0.04 | ||||||||||||||||||||||||||||||
Deposit | $ 32,500 | ||||||||||||||||||||||||||||||
Triton Capital Market Ltd [Member] | Nukkleus Inc.[Member] | |||||||||||||||||||||||||||||||
Description of Organization and Business Operations (Details) [Line Items] | |||||||||||||||||||||||||||||||
Related party transaction expense | $ 1,575,000 | ||||||||||||||||||||||||||||||
Triton Capital Market Ltd [Member] | GSA [Member] | Nukkleus Inc.[Member] | |||||||||||||||||||||||||||||||
Description of Organization and Business Operations (Details) [Line Items] | |||||||||||||||||||||||||||||||
Generated revenue per month | $ 1,600,000 | ||||||||||||||||||||||||||||||
Percentage of shares owned | 79% | 79% | |||||||||||||||||||||||||||||
Generated revenue per month | $ 1,600,000 | ||||||||||||||||||||||||||||||
Triton Capital Market Ltd [Member] | FXDIRECT [Member] | Nukkleus Inc.[Member] | |||||||||||||||||||||||||||||||
Description of Organization and Business Operations (Details) [Line Items] | |||||||||||||||||||||||||||||||
Related party transaction expense | $ 1,575,000 | ||||||||||||||||||||||||||||||
Termination of agreement, in days | 90 days | ||||||||||||||||||||||||||||||
Related party transaction expense | $ 1,575,000 | ||||||||||||||||||||||||||||||
Jacobi Agreement [Member] | Nukkleus Inc.[Member] | |||||||||||||||||||||||||||||||
Description of Organization and Business Operations (Details) [Line Items] | |||||||||||||||||||||||||||||||
Acquire to issued and outstanding percentage | 5% | ||||||||||||||||||||||||||||||
Consideration of shares (in Shares) | 20,000,000 | ||||||||||||||||||||||||||||||
Digiclear Agreement [Member] | Nukkleus Inc.[Member] | |||||||||||||||||||||||||||||||
Description of Organization and Business Operations (Details) [Line Items] | |||||||||||||||||||||||||||||||
Balance of ordinary shares issued (in Shares) | 5,400,000 | 5,400,000 | 5,400,000 | ||||||||||||||||||||||||||||
Balance of ordinary shares outstanding (in Shares) | 5,400,000 | 5,400,000 | 5,400,000 | ||||||||||||||||||||||||||||
Digiclear Transaction [Member] | Nukkleus Inc.[Member] | |||||||||||||||||||||||||||||||
Description of Organization and Business Operations (Details) [Line Items] | |||||||||||||||||||||||||||||||
Consideration shares (in Shares) | 15,151,515 | 15,151,515 | 15,151,515 | ||||||||||||||||||||||||||||
Market price | $ 5,000,000 | $ 5,000,000 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||||
Jul. 07, 2022 | Apr. 20, 2023 | Jan. 19, 2023 | Oct. 17, 2022 | Mar. 28, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | Sep. 30, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | Mar. 18, 2022 | |
Accounting Policies [Abstract] | |||||||||||||||
Cash | $ 67,497 | $ 67,497 | $ 67,497 | $ 55,789 | |||||||||||
Cash and non-cash equivalents | 67,497 | 55,789 | $ 283,403 | ||||||||||||
Marketable securities held in the trust account | $ 47,387,687 | ||||||||||||||
Aggregate shares redeemed (in Shares) | 1,025,281 | 258 | 159,203 | 2,375,991 | 633,792 | ||||||||||
Subject to possible redemption of shares (in Shares) | 405,475 | 564,936 | 4,600,000 | ||||||||||||
Ordinary shares, per share (in Dollars per share) | $ 10 | $ 10 | |||||||||||||
Federal deposit insurance coverage | $ 250,000 | $ 250,000 | |||||||||||||
Shares issued (in Shares) | 633,792 | ||||||||||||||
Public shares [Member] | |||||||||||||||
Accounting Policies [Abstract] | |||||||||||||||
Subject to possible redemption of shares (in Shares) | 564,936 | ||||||||||||||
Ordinary Shares [Member] | |||||||||||||||
Accounting Policies [Abstract] | |||||||||||||||
Shares issued (in Shares) | 261,000 | 261,000 | 261,000 | 261,000 | |||||||||||
Nukkleus Inc.[Member] | |||||||||||||||
Accounting Policies [Abstract] | |||||||||||||||
Equity method investment | $ 4,310,745 | ||||||||||||||
Accounts receivable | 0 | ||||||||||||||
Federally-insured limits | $ 250,000 | $ 250,000 | $ 250,000 | 250,000 | |||||||||||
Cash | 1,571,000 | 667,000 | |||||||||||||
Other current assets | 52,703 | 52,703 | $ 52,703 | $ 15,617 | 12,221 | ||||||||||
Services cost percentage | 1.60% | 1.60% | |||||||||||||
Marketing costs amounted | $ 420,186 | 17,874 | |||||||||||||
Foreign Currency Translation Description | Asset and liability accounts at June 30, 2023 and September 30, 2022 were translated at 0.7867 GBP and 0.8987 GBP to $1.00, respectively, which were the exchange rates on the balance sheet dates. Asset and liability accounts at June 30, 2023 and September 30, 2022 were translated at 0.9162 EUR and 1.0221 EUR to $1.00, respectively, which were the exchange rates on the balance sheet dates. Asset and liability accounts at June 30, 2023 were translated at 1.3235 CAD to $1.00, which was the exchange rate on the balance sheet date. Equity accounts were stated at their historical rates. The average translation rate applied to the statement of operations for the nine months ended June 30, 2023 and 2022 was 0.8249 GBP and 0.7615 GBP to $1.00, respectively. The average translation rate applied to the statement of operations for the nine months ended June 30, 2023 was 0.9429 EUR to $1.00. The average translation rate applied to the statement of operations for the period from February 18, 2023 through June 30, 2023 was 1.3516 CAD to $1.00. Cash flows from the Company’s operations are calculated based upon the local currencies using the average translation rate. | Asset and liability accounts at September 30, 2022 and 2021 were translated at 0.8987 GBP and 0.7426 GBP to $1.00, respectively, which were the exchange rates on the balance sheet dates. Asset and liability accounts at September 30, 2022 were translated at 1.0221 EUR to $1.00, which was the exchange rate on the balance sheet date. Equity accounts were stated at their historical rates. The average translation rate applied to the statement of operations for the year ended September 30, 2022 and for the period from May 28, 2021 through September 30, 2021 was 0.7835 GBP and 0.7224 GBP to $1.00, respectively. The average translation rate applied to the statement of operations for the period from January 12, 2022 through September 30, 2022 was 0.9440 EUR to $1.00. Cash flows from the Company’s operations are calculated based upon the local currencies using the average translation rate. | |||||||||||||
Insurance limit | 250,000 | $ 250,000 | $ 250,000 | ||||||||||||
Advertising and marketing | $ 1,670 | $ 147,177 | $ 51,087 | $ 345,826 | $ 420,186 | 17,874 | |||||||||
Nukkleus Inc.[Member] | Equity Method Investments [Member] | |||||||||||||||
Accounting Policies [Abstract] | |||||||||||||||
Equity method investment | $ 4,310,745 | $ 0 | |||||||||||||
Nukkleus Inc.[Member] | Minimum [Member] | |||||||||||||||
Accounting Policies [Abstract] | |||||||||||||||
Estimated useful life | 3 years | 3 years | 3 years | 3 years | |||||||||||
Nukkleus Inc.[Member] | Maximum [Member] | |||||||||||||||
Accounting Policies [Abstract] | |||||||||||||||
Estimated useful life | 5 years | 5 years | 5 years | 5 years | |||||||||||
Nukkleus Inc.[Member] | Level 3 [Member] | |||||||||||||||
Accounting Policies [Abstract] | |||||||||||||||
Equity method investment | $ 4,310,745 | ||||||||||||||
Financial Instruments [Member] | |||||||||||||||
Accounting Policies [Abstract] | |||||||||||||||
Shares issued (in Shares) | 4,600,000 | 4,600,000 | 4,600,000 | 4,600,000 | |||||||||||
Over-Allotment Option [Member] | |||||||||||||||
Accounting Policies [Abstract] | |||||||||||||||
Shares issued (in Shares) | 6,000,000 | 6,000,000 | 6,000,000 | 6,000,000 | |||||||||||
Initial Public Offering [Member] | |||||||||||||||
Accounting Policies [Abstract] | |||||||||||||||
Shares issued (in Shares) | 261,000 | 261,000 | 261,000 | 261,000 | |||||||||||
Private Warrant [Member] | |||||||||||||||
Accounting Policies [Abstract] | |||||||||||||||
Shares issued (in Shares) | 261,000 | 261,000 | 261,000 | 261,000 | |||||||||||
Initial public offering of warrants (in Shares) | 261,000 | 261,000 | |||||||||||||
Private Rights [Member] | |||||||||||||||
Accounting Policies [Abstract] | |||||||||||||||
Shares issued (in Shares) | 261,000 | 261,000 | 261,000 | 261,000 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - Schedule of Cash Balances by Geographic Area - Nukkleus Inc.[Member] - USD ($) | 9 Months Ended | 12 Months Ended | ||
Jun. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | |
Summary of Significant Accounting Policies (Details) - Schedule of Cash Balances by Geographic Area [Line Items] | ||||
Total cash | $ 364,023 | $ 364,023 | $ 403,771 | |
Cash percentage | 100% | 100% | 100% | 100% |
United States [Member] | ||||
Summary of Significant Accounting Policies (Details) - Schedule of Cash Balances by Geographic Area [Line Items] | ||||
Total cash | $ 47,860 | $ 47,860 | $ 327,443 | |
Cash percentage | 52.30% | 13.10% | 13.10% | 81.10% |
United Kingdom [Member] | ||||
Summary of Significant Accounting Policies (Details) - Schedule of Cash Balances by Geographic Area [Line Items] | ||||
Total cash | $ 315,989 | $ 315,989 | $ 76,154 | |
Cash percentage | 46.10% | 86.80% | 86.80% | 18.90% |
Malta [Member] | ||||
Summary of Significant Accounting Policies (Details) - Schedule of Cash Balances by Geographic Area [Line Items] | ||||
Total cash | $ 174 | $ 174 | $ 174 | |
Cash percentage | 0.10% | 0.10% | 0.10% | 0% |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Details) - Schedule of Assets and Liabilities Carried at Fair Value Measured - Nukkleus Inc.[Member] - USD ($) | Sep. 30, 2022 | Sep. 30, 2021 |
Summary of Significant Accounting Policies (Details) - Schedule of Assets and Liabilities Carried at Fair Value Measured [Line Items] | ||
Customer digital currency assets | $ 248,214 | $ 1,168,349 |
Customer digital currency liabilities | 248,214 | 1,168,349 |
Quoted Price in Active Markets (Level 1) [Member] | ||
Summary of Significant Accounting Policies (Details) - Schedule of Assets and Liabilities Carried at Fair Value Measured [Line Items] | ||
Customer digital currency assets | ||
Customer digital currency liabilities | ||
Significant Other Observable Inputs (Level 2) [Member] | ||
Summary of Significant Accounting Policies (Details) - Schedule of Assets and Liabilities Carried at Fair Value Measured [Line Items] | ||
Customer digital currency assets | 248,214 | 1,168,349 |
Customer digital currency liabilities | 248,214 | 1,168,349 |
Significant Unobservable Inputs (Level 3) [Member] | ||
Summary of Significant Accounting Policies (Details) - Schedule of Assets and Liabilities Carried at Fair Value Measured [Line Items] | ||
Customer digital currency assets | ||
Customer digital currency liabilities |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies (Details) - Schedule of Revenues are Disaggregated by Segment - Nukkleus Inc.[Member] - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | |
Schedule of revenues are disaggregated by segment [Abstract] | ||||||
General support services | $ 4,800,000 | $ 4,800,000 | $ 14,400,000 | $ 14,400,000 | $ 19,200,000 | $ 19,200,000 |
Financial services | 412,056 | 352,192 | 1,822,388 | 970,224 | 2,313,474 | 86,964 |
Total revenues | $ 5,212,056 | $ 5,152,192 | $ 16,222,388 | $ 15,370,224 | $ 21,513,474 | $ 19,286,964 |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies (Details) - Schedule of Potential Diluted Per Share - Nukkleus Inc.[Member] - shares | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | |
Schedule of diluted per share [Abstract] | ||||||
Stock options | 4,350,000 | 5,850,000 | 5,850,000 | 5,850,000 | 5,850,000 | 1,000,000 |
Convertible preferred stock | 1,250,000 | |||||
Potentially dilutive securities | 4,350,000 | 5,850,000 | 5,850,000 | 5,850,000 | 5,850,000 | 2,250,000 |
Customer Assets and Liabiliti_3
Customer Assets and Liabilities (Details) - Schedule of Cash and Digital Positions - Nukkleus Inc.[Member] - USD ($) | Jun. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2021 |
Schedule of cash and digital positions [Abstract] | |||
Customer custodial cash | $ 1,712,095 | $ 2,020,394 | $ 799,302 |
Customer digital currency assets | 248,214 | 1,168,349 | |
Total customer assets | 1,712,095 | 2,268,608 | 1,967,651 |
Customer custodial cash liabilities | 1,703,893 | 2,020,717 | 799,302 |
Customer digital currency liabilities | 248,214 | 1,168,349 | |
Total customer liabilities | $ 1,703,893 | $ 2,268,931 | $ 1,967,651 |
Customer Assets and Liabiliti_4
Customer Assets and Liabilities (Details) - Schedule of Fair Market Value of Customer Digital Currency Assets - Nukkleus Inc.[Member] - USD ($) | Jun. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2021 |
Customer Assets and Liabilities (Details) - Schedule of Fair Market Value of Customer Digital Currency Assets [Line Items] | |||
Fair value | $ 248,214 | $ 1,168,349 | |
Percentage of total | 100% | 100% | |
Bitcoin [Member] | |||
Customer Assets and Liabilities (Details) - Schedule of Fair Market Value of Customer Digital Currency Assets [Line Items] | |||
Fair value | $ 162,294 | $ 921,684 | |
Percentage of total | 65.40% | 78.90% | |
Stablecoin/USD Coin [Member] | |||
Customer Assets and Liabilities (Details) - Schedule of Fair Market Value of Customer Digital Currency Assets [Line Items] | |||
Fair value | $ 85,897 | $ 246,617 | |
Percentage of total | 34.60% | 21.10% | |
Ethereum [Member] | |||
Customer Assets and Liabilities (Details) - Schedule of Fair Market Value of Customer Digital Currency Assets [Line Items] | |||
Fair value | $ 23 | $ 48 | |
Percentage of total | 0% | 0% |
Digital Assets (Details)
Digital Assets (Details) - Nukkleus Inc.[Member] - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | |
Digital Assets (Details) [Line Items] | ||||||
Impairment expense | $ 887 | $ 0 | ||||
Impairment expense | $ 122 | $ 0 | $ 7,865 | $ 0 |
Digital Assets (Details) - Sche
Digital Assets (Details) - Schedule of Digital Asset - Nukkleus Inc.[Member] - USD ($) | 9 Months Ended | 12 Months Ended | |
Jun. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2021 | |
Digital Assets (Details) - Schedule of Digital Asset [Line Items] | |||
Estimated useful life | |||
Gross carrying amount | $ 74,189 | $ 903 | |
Impairment | 774 | ||
Digital assets, net | $ 73,415 | $ 903 | |
Bitcoin [Member] | |||
Digital Assets (Details) - Schedule of Digital Asset [Line Items] | |||
Estimated useful life | Indefinite | Indefinite | Indefinite |
Gross carrying amount | $ 218 | $ 63,377 | $ 192 |
Impairment | 774 | ||
Digital assets, net | $ 218 | $ 62,603 | $ 192 |
Ethereum [Member] | |||
Digital Assets (Details) - Schedule of Digital Asset [Line Items] | |||
Estimated useful life | Indefinite | Indefinite | Indefinite |
Gross carrying amount | $ 487 | $ 1,289 | $ 711 |
Impairment | |||
Digital assets, net | $ 487 | $ 1,289 | $ 711 |
Stablecoin/USD Coin [Member] | |||
Digital Assets (Details) - Schedule of Digital Asset [Line Items] | |||
Estimated useful life | Indefinite | Indefinite | |
Gross carrying amount | $ 308 | $ 9,417 | |
Impairment | |||
Digital assets, net | $ 308 | $ 9,417 | |
Other [Member] | |||
Digital Assets (Details) - Schedule of Digital Asset [Line Items] | |||
Estimated useful life | Indefinite | Indefinite | |
Gross carrying amount | $ 94 | $ 106 | |
Impairment | |||
Digital assets, net | $ 94 | $ 106 |
Cost Method Investment (Details
Cost Method Investment (Details) - USD ($) | Dec. 15, 2021 | Jun. 30, 2023 | Sep. 30, 2022 |
Cost Method Investment (Details) [Line Items] | |||
Cost method investment amount | $ 6,602,000 | ||
Common stock shares issued (in Shares) | 20,000,000 | ||
Percentage of equity interest rate | 5% | ||
Fair market value | $ 6,602,000 | ||
Shares valued (in Dollars per share) | $ 0.3301 | $ 0.08 | |
Nukkleus Inc.[Member] | |||
Cost Method Investment (Details) [Line Items] | |||
Cost method investment amount | $ 6,602,000 | ||
Common stock shares issued (in Shares) | 20,000,000 | ||
Percentage of equity interest rate | 5% | ||
Fair market value | $ 6,602,000 | ||
Shares valued (in Dollars per share) | $ 0.3301 |
Equity Method Investment (Detai
Equity Method Investment (Details) - Nukkleus Inc.[Member] - USD ($) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2022 | Jun. 30, 2023 | Sep. 30, 2022 | |
Equity Method Investment (Details) [Line Items] | |||
Equity method investment amount | $ 0 | ||
Loss on investment | 689,255 | ||
Digiclear’s net loss | 523,885 | ||
Impairment loss | 4,310,745 | ||
Investment value | 0 | ||
Investment amount | $ 0 | $ 0 | $ 0 |
Impairment loss | $ 0 | $ 4,310,745 | |
Ownership [Member] | |||
Equity Method Investment (Details) [Line Items] | |||
Ownership, percentage | 50% | 50% | 50% |
Other Unrelated Party [Member] | |||
Equity Method Investment (Details) [Line Items] | |||
Ownership, percentage | 50% | 50% | 50% |
Digiclear Ltd [Member] | |||
Equity Method Investment (Details) [Line Items] | |||
Digiclear’s net loss | $ 165,370 |
Equity Method Investment (Det_2
Equity Method Investment (Details) - Schedule of the Summarized Financial Information - Digiclear [Member] - Nukkleus Inc.[Member] | 12 Months Ended |
Sep. 30, 2022 USD ($) | |
Condensed Financial Statements, Captions [Line Items] | |
Current assets | $ 9,532 |
Noncurrent assets | 579,297 |
Current liabilities | 502,562 |
Noncurrent liabilities | |
Equity | 86,267 |
Net revenue | |
Gross profit | |
Loss from operations | 330,740 |
Net loss | $ 330,740 |
Intangible Assets (Details)
Intangible Assets (Details) - Nukkleus Inc.[Member] - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Apr. 01, 2023 | Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | |
Intangible Assets [Abstract] | |||||||
Amortization expense | $ 592,892 | $ 592,892 | $ 1,778,675 | $ 2,097,726 | $ 2,690,617 | $ 469,286 | |
Cost of revenue financial services | $ 526,602 | 526,601 | 1,579,804 | 1,899,791 | 2,426,393 | 469,286 | |
Operating expenses | $ 66,290 | $ 66,291 | $ 198,871 | $ 197,935 | $ 264,224 | $ 0 |
Intangible Assets (Details) - S
Intangible Assets (Details) - Schedule of Intangible Assets - Nukkleus Inc.[Member] - USD ($) | 12 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Jun. 30, 2023 | |
Schedule of Intangible Assets [Abstract] | |||
Balance of intangible assets | $ 11,235,008 | $ 11,223,771 | |
Less: accumulated amortization | (3,159,903) | (469,286) | |
Balance of intangible assets, Total | $ 8,075,105 | 10,754,485 | $ 6,339,021 |
Trade names [Member] | |||
Schedule of Intangible Assets [Abstract] | |||
Useful Life, Trade names | 3 years | ||
Balance of Trade names | $ 784,246 | 784,246 | |
Regulatory licenses [Member] | |||
Schedule of Intangible Assets [Abstract] | |||
Useful Life, Regulatory licenses | 3 years | ||
Balance of Regulatory licenses | $ 138,751 | 138,751 | |
Technology [Member] | |||
Schedule of Intangible Assets [Abstract] | |||
Useful Life, Technology | 5 years | ||
Balance of Technology | $ 10,300,774 | 10,300,774 | |
Software [Member] | |||
Schedule of Intangible Assets [Abstract] | |||
Useful Life, Software | 3 years | ||
Balance of Software | $ 11,237 |
Intangible Assets (Details) -_2
Intangible Assets (Details) - Schedule of Amortization of Intangible Assets Attributable to Future Periods - Nukkleus Inc.[Member] | Sep. 30, 2022 USD ($) |
Schedule of Amortization of Intangible Assets Attributable to Future Periods [Abstract] | |
2023 | $ 2,371,566 |
2024 | 2,269,011 |
2025 | 2,061,091 |
2026 | 1,373,437 |
2027 and thereafter | |
Total | $ 8,075,105 |
Accrued Liabilities and Other_3
Accrued Liabilities and Other Payables (Details) - Schedule of Accounts Payable and Accrued Liabilities - Nukkleus Inc.[Member] - USD ($) | Sep. 30, 2022 | Sep. 30, 2021 |
Accrued Liabilities and Other Payables (Details) - Schedule of Accounts Payable and Accrued Liabilities [Line Items] | ||
Directors’ compensation | $ 237,205 | $ 170,538 |
Unearned revenue | 203,222 | 49,001 |
Professional fees | 170,058 | 125,697 |
Accounts payable | 51,712 | 54,831 |
Others | 29,133 | 29,655 |
Total | $ 691,330 | $ 429,722 |
Share Capital (Details)
Share Capital (Details) - Nukkleus Inc.[Member] - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||||
Mar. 17, 2022 | Dec. 15, 2021 | Jun. 07, 2021 | Jun. 07, 2016 | Jan. 31, 2022 | Aug. 30, 2021 | May 28, 2021 | Feb. 13, 2018 | Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 01, 2022 | |
Share Capital (Details) [Line Items] | |||||||||||||||
Common stock and series A preferred stock sold description | On June 7, 2016, the Company sold to Currency Mountain Holdings Bermuda, Limited (“CMH”) 15,450,000 shares of common stock and 100,000 shares of Series A preferred stock for $1,000,000. The common stock was recorded as equity and the Series A preferred stock was recorded as a liability. On February 13, 2018, 75,000 of the preferred shares were redeemed and cancelled. | ||||||||||||||
Preferred shares redeemed and cancelled (in Shares) | 75,000 | ||||||||||||||
Description of preferred stock redemption | 1) A stated value of $10 per share;2) The holder was entitled to receive cumulative dividends at the annual rate of 1.5% of stated value payable semi-annually on June 30 and December 31;3) The preferred stock must be redeemed at the stated value plus any unpaid dividends in 5 years (on or before June 7, 2021);4) The Series A preferred stock was non-voting. However, without the affirmative vote of the holders of the shares of the Series A preferred stock then outstanding, the Company may not alter or change adversely the powers, preferences or rights given to the Series A preferred stock or alter or amend the Certificate of Designation except to the extent that such vote relates to the amendment of the Certificate of Designation; | ||||||||||||||
Amortization of debt discount | $ 1,545 | ||||||||||||||
Common stock, shares issued (in Shares) | 367,175,886 | 367,175,886 | 367,175,886 | 332,024,371 | |||||||||||
Fair market value | $ 100,100,000 | ||||||||||||||
Percentage of common stock issued | 100% | ||||||||||||||
Percentage of common stock outstanding | 100% | ||||||||||||||
Fair value of shares issued | $ 11,152,369 | ||||||||||||||
Common stock, shares issued (in Shares) | 20,000,000 | ||||||||||||||
Fair market value | $ 5,000,000 | $ 6,602,000 | |||||||||||||
Cost method investment | $ 6,602,000 | ||||||||||||||
Aggregate intrinsic value of stock options outstanding | $ 0 | $ 0 | 25,500 | ||||||||||||
Aggregate intrinsic value of stock options exercisable | $ 8,500 | ||||||||||||||
Annual dividend yield, percentage | 0% | 0% | |||||||||||||
Expected life | 5 years | ||||||||||||||
Aggregate fair value of the options granted | $ 1,057,958 | ||||||||||||||
Stock-based compensation expense | $ 74,667 | $ 525,621 | $ 296,210 | $ 1,429,989 | 440,630 | ||||||||||
Cost of software | $ 11,237 | 11,237 | |||||||||||||
Remaining balance | 606,091 | $ 35,000 | |||||||||||||
Stock option of volatility | 202.82% | ||||||||||||||
Stock option of risk free rate | 0.83% | ||||||||||||||
Fair value of option granted | $ 1,514,982 | ||||||||||||||
Stock options issued for software purchase (in Shares) | 50,000 | ||||||||||||||
Amortization in software amount | $ 2,809 | ||||||||||||||
Minimum [Member] | |||||||||||||||
Share Capital (Details) [Line Items] | |||||||||||||||
Volatility rate, percentage | 188.87% | ||||||||||||||
Risk-free rate, percentage | 0.39% | ||||||||||||||
Expected life | 1 year | ||||||||||||||
Stock-based compensation expense | 42,082 | ||||||||||||||
Maximum [Member] | |||||||||||||||
Share Capital (Details) [Line Items] | |||||||||||||||
Volatility rate, percentage | 317.02% | ||||||||||||||
Risk-free rate, percentage | 1.26% | ||||||||||||||
Expected life | 5 years | ||||||||||||||
Stock-based compensation expense | $ 1,913,529 | ||||||||||||||
Series A Preferred Stock [Member] | |||||||||||||||
Share Capital (Details) [Line Items] | |||||||||||||||
Proceeds received | 1,000,000 | ||||||||||||||
Preferred stock discount | $ 45,793 | ||||||||||||||
Fixed redemption term | 5 years | ||||||||||||||
Preferred stock conversion rate (in Dollars per share) | $ 0.2 | ||||||||||||||
Dividend on redeemable preferred stock | $ 2,625 | ||||||||||||||
Outstanding redeemable preferred stock | $ 250,000 | ||||||||||||||
Related accrued dividend (in Dollars per share) | $ 37,854 | ||||||||||||||
Common stock, shares issued (in Shares) | 1,439,271 | ||||||||||||||
Board of Directors [Member] | |||||||||||||||
Share Capital (Details) [Line Items] | |||||||||||||||
Preferred stock, shares authorized (in Shares) | 15,000,000 | 15,000,000 | 15,000,000 | ||||||||||||
Stock Options [Member] | |||||||||||||||
Share Capital (Details) [Line Items] | |||||||||||||||
Fair value stock options granted (in Shares) | 50,000 | ||||||||||||||
Match Agreement [Member] | |||||||||||||||
Share Capital (Details) [Line Items] | |||||||||||||||
Percentage of shares | 30% | 70% | |||||||||||||
Balance of ordinary shares (in Shares) | 493 | ||||||||||||||
Additional number of shares acquired (in Shares) | 30,000,000 | ||||||||||||||
Match Agreement [Member] | Stock Purchase Agreement [Member] | |||||||||||||||
Share Capital (Details) [Line Items] | |||||||||||||||
Percentage of shares | 30% | ||||||||||||||
Balance of ordinary shares (in Shares) | 493 | ||||||||||||||
Additional number of shares acquired (in Shares) | 30,000,000 | ||||||||||||||
Digiclear Shareholder [Member] | |||||||||||||||
Share Capital (Details) [Line Items] | |||||||||||||||
Common stock, shares issued (in Shares) | 15,151,515 | ||||||||||||||
Percentage of ordinary shares issued and outstanding | 5% | ||||||||||||||
Business Combination [Member] | |||||||||||||||
Share Capital (Details) [Line Items] | |||||||||||||||
Acquisition of equity interest | 50% | ||||||||||||||
Business Combination [Member] | Match Agreement [Member] | |||||||||||||||
Share Capital (Details) [Line Items] | |||||||||||||||
Common stock, shares issued (in Shares) | 70,000,000 | ||||||||||||||
Business Combination [Member] | Match Agreement [Member] | Stock Purchase Agreement [Member] | |||||||||||||||
Share Capital (Details) [Line Items] | |||||||||||||||
Common stock, shares issued (in Shares) | 100,000 |
Share Capital (Details) - Sched
Share Capital (Details) - Schedule of Common Stock Issuable Upon Exercise of Options Outstanding - Nukkleus Inc.[Member] - $ / shares | 12 Months Ended | |
Jun. 30, 2023 | Sep. 30, 2022 | |
Options Outstanding [Member] | Exercise Price 0.09 - 1.00 [Member] | ||
Share Capital (Details) - Schedule of Common Stock Issuable Upon Exercise of Options Outstanding [Line Items] | ||
Number Outstanding at September 30, 2022 (in Shares) | 4,850,000 | |
Weighted Average Remaining Contractual Life (Years) | 3 years 7 days | |
Weighted Average Exercise Price | $ 0.29 | |
Options Outstanding [Member] | Exercise Price 2.50 [Member] | ||
Share Capital (Details) - Schedule of Common Stock Issuable Upon Exercise of Options Outstanding [Line Items] | ||
Range of Exercise Price | $ 2.5 | $ 2.5 |
Number Outstanding at September 30, 2022 (in Shares) | 1,000,000 | 1,000,000 |
Weighted Average Remaining Contractual Life (Years) | 3 years 2 months 19 days | 3 years 11 months 19 days |
Weighted Average Exercise Price | $ 2.5 | $ 2.5 |
Options Outstanding [Member] | Exercise Price 0.09 – 2.50 [Member] | ||
Share Capital (Details) - Schedule of Common Stock Issuable Upon Exercise of Options Outstanding [Line Items] | ||
Number Outstanding at September 30, 2022 (in Shares) | 4,350,000 | 5,850,000 |
Weighted Average Remaining Contractual Life (Years) | 3 years 5 months 8 days | 3 years 2 months 4 days |
Weighted Average Exercise Price | $ 0.67 | $ 0.67 |
Options Outstanding [Member] | Minimum [Member] | Exercise Price 0.09 - 1.00 [Member] | ||
Share Capital (Details) - Schedule of Common Stock Issuable Upon Exercise of Options Outstanding [Line Items] | ||
Range of Exercise Price | 0.09 | |
Options Outstanding [Member] | Minimum [Member] | Exercise Price 0.09 – 2.50 [Member] | ||
Share Capital (Details) - Schedule of Common Stock Issuable Upon Exercise of Options Outstanding [Line Items] | ||
Range of Exercise Price | 0.09 | 0.09 |
Options Outstanding [Member] | Maximum [Member] | Exercise Price 0.09 - 1.00 [Member] | ||
Share Capital (Details) - Schedule of Common Stock Issuable Upon Exercise of Options Outstanding [Line Items] | ||
Range of Exercise Price | 1 | |
Options Outstanding [Member] | Maximum [Member] | Exercise Price 0.09 – 2.50 [Member] | ||
Share Capital (Details) - Schedule of Common Stock Issuable Upon Exercise of Options Outstanding [Line Items] | ||
Range of Exercise Price | $ 2.5 | $ 2.5 |
Options Exercisable [Member] | Exercise Price 0.09 - 1.00 [Member] | ||
Share Capital (Details) - Schedule of Common Stock Issuable Upon Exercise of Options Outstanding [Line Items] | ||
Number Exercisable at September 30, 2022 (in Shares) | 1,050,000 | |
Weighted Average Exercise Price | $ 0.1 | |
Options Exercisable [Member] | Exercise Price 2.50 [Member] | ||
Share Capital (Details) - Schedule of Common Stock Issuable Upon Exercise of Options Outstanding [Line Items] | ||
Number Exercisable at September 30, 2022 (in Shares) | 1,000,000 | 1,000,000 |
Weighted Average Exercise Price | $ 2.5 | $ 2.5 |
Options Exercisable [Member] | Exercise Price 0.09 – 2.50 [Member] | ||
Share Capital (Details) - Schedule of Common Stock Issuable Upon Exercise of Options Outstanding [Line Items] | ||
Number Exercisable at September 30, 2022 (in Shares) | 2,150,000 | 2,050,000 |
Weighted Average Exercise Price | $ 1.23 | $ 1.27 |
Share Capital (Details) - Sch_2
Share Capital (Details) - Schedule of Stock Option Activities - Nukkleus Inc.[Member] - $ / shares | 9 Months Ended | 12 Months Ended | |
Jun. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2021 | |
Share Capital (Details) - Schedule of Stock Option Activities [Line Items] | |||
Number of Options outstanding | shares | 5,850,000 | 1,000,000 | |
Weighted Average Exercise Price outstanding | $ / shares | $ 0.67 | $ 2.5 | |
Number of Options Granted | shares | 4,850,000 | 1,000,000 | |
Weighted Average Exercise Price Granted | $ / shares | $ 0.29 | $ 2.5 | |
Number of Options exercisable | shares | 2,150,000 | 2,050,000 | |
Weighted Average Exercise Price Options exercisable | $ / shares | $ 1.23 | $ 1.27 | |
Number of Options expected to vest | shares | 2,200,000 | 3,800,000 | |
Weighted Average Exercise Price Options expected to vest | $ / shares | $ 0.12 | $ 0.35 | |
Number of Options Terminated / Exercised / Expired | shares | 1,500,000 | ||
Weighted Average Exercise Price Options Terminated / Exercised / Expired | $ / shares | $ 0.67 | ||
Number of Options, Outstanding ending | shares | 5,850,000 | 1,000,000 | |
Weighted Average Exercise Price Outstanding ending| $ / shares | $ 0.67 | $ 2.5 |
Share Capital (Details) - Sch_3
Share Capital (Details) - Schedule of Nonvested Stock Options Granted - Nukkleus Inc.[Member] - $ / shares | 9 Months Ended | 12 Months Ended | |
Jun. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2021 | |
Share Capital (Details) - Schedule of Nonvested Stock Options Granted [Line Items] | |||
Number of Options Nonvested Beginning | 3,800,000 | 1,000,000 | |
Weighted Average Exercise Price Nonvested Beginning | $ 0.35 | $ 2.5 | |
Number of Options Granted | 4,850,000 | 1,000,000 | |
Weighted Average Exercise Price Granted | $ 0.29 | $ 2.5 | |
Number of Options Vested | (1,600,000) | (2,050,000) | |
Weighted Average Exercise Price Vested | $ (0.65) | $ (1.27) | |
Number of Options Nonvested Ending | 2,200,000 | 3,800,000 | 1,000,000 |
Weighted Average Exercise Price Nonvested Ending | $ 0.12 | $ 0.35 | $ 2.5 |
Income Taxes (Details)
Income Taxes (Details) - Nukkleus Inc.[Member] | 12 Months Ended |
Sep. 30, 2022 USD ($) | |
Income Taxes (Details) [Line Items] | |
Net operating loss carry-forwards | $ 3,034,165 |
Loss carryforwards limitations | $ 258,405 |
Foreign income tax returns description | The federal, state and foreign income tax returns of the Company are subject to examination by various tax authorities, generally for three years after they are filed. |
Malta [Member] | |
Income Taxes (Details) [Line Items] | |
Net operating loss carry-forwards | $ 576,724 |
United Kingdom [Member] | |
Income Taxes (Details) [Line Items] | |
Net operating loss carry-forwards | $ 390,913 |
Income Taxes (Details) - Schedu
Income Taxes (Details) - Schedule of Net Loss - Nukkleus Inc.[Member] - USD ($) | 12 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Income Taxes (Details) - Schedule of Net Loss [Line Items] | ||
Net loss | $ 11,845,657 | $ 936,846 |
United States [Member] | ||
Income Taxes (Details) - Schedule of Net Loss [Line Items] | ||
Net loss | 11,665,650 | 620,481 |
Bermuda [Member] | ||
Income Taxes (Details) - Schedule of Net Loss [Line Items] | ||
Net loss | 10,456 | |
Malta [Member] | ||
Income Taxes (Details) - Schedule of Net Loss [Line Items] | ||
Net loss | 74,772 | 26,102 |
United Kingdom [Member] | ||
Income Taxes (Details) - Schedule of Net Loss [Line Items] | ||
Net loss | 90,318 | 290,263 |
Lithuania [Member] | ||
Income Taxes (Details) - Schedule of Net Loss [Line Items] | ||
Net loss | $ 4,461 |
Income Taxes (Details) - Sche_2
Income Taxes (Details) - Schedule of Income Taxes Expense (Benefit) - Nukkleus Inc.[Member] - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | |
Current: | ||||||
Total current income taxes expense | ||||||
Deferred: | ||||||
Total deferred income taxes (benefit) | (1,352,095) | (304,408) | ||||
Change in valuation allowance | 1,352,095 | 304,408 | ||||
Total income taxes expense | ||||||
Federal [Member] | ||||||
Current: | ||||||
Total current income taxes expense | ||||||
Deferred: | ||||||
Total deferred income taxes (benefit) | (977,249) | (201,703) | ||||
State [Member] | ||||||
Current: | ||||||
Total current income taxes expense | ||||||
Deferred: | ||||||
Total deferred income taxes (benefit) | (330,869) | (38,419) | ||||
Malta [Member] | ||||||
Current: | ||||||
Total current income taxes expense | ||||||
Deferred: | ||||||
Total deferred income taxes (benefit) | (26,170) | (9,136) | ||||
United Kingdom [Member] | ||||||
Current: | ||||||
Total current income taxes expense | ||||||
Deferred: | ||||||
Total deferred income taxes (benefit) | (17,138) | (55,150) | ||||
Lithuania [Member] | ||||||
Current: | ||||||
Total current income taxes expense | ||||||
Deferred: | ||||||
Total deferred income taxes (benefit) | $ (669) |
Income Taxes (Details) - Sche_3
Income Taxes (Details) - Schedule of Effective Income Tax Rate - Nukkleus Inc.[Member] | 12 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Income Taxes (Details) - Schedule of Effective Income Tax Rate [Line Items] | ||
Statutory federal income tax rate | 21% | 21% |
State tax | 2.40% | 2.60% |
Non-U.S. income taxed at different rates | 0.10% | (0.20%) |
Permanent differences | (13.70%) | (0.10%) |
Prior year true-up | (0.80%) | |
Valuation allowance | (9.00%) | (23.30%) |
Effective tax rate | 0% | 0% |
Income Taxes (Details) - Sche_4
Income Taxes (Details) - Schedule of Deferred Tax Assets - Nukkleus Inc.[Member] - USD ($) | 12 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Deferred tax assets | ||
Net operating loss carry-forwards | $ 1,129,699 | $ 577,215 |
Accrued directors’ compensation | 66,678 | 42,635 |
Stock-based compensation | 549,722 | 10,521 |
Impairment of digital assets | 169 | |
Capitalized SPAC acquisition related professional fee | 236,198 | |
Total deferred tax assets, gross | 1,982,466 | 630,371 |
Valuation allowance | (1,982,320) | (630,371) |
Total deferred tax assets, net | 146 | |
Deferred tax liabilities | ||
Unrealized foreign currency exchange gain | (146) | |
Total deferred tax liabilities | (146) | |
Net deferred tax assets |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||||||||||||||||||||||||||||||||
May 01, 2023 | Apr. 23, 2023 | Apr. 20, 2023 | Apr. 01, 2023 | Mar. 23, 2022 | Apr. 23, 2023 | Mar. 23, 2023 | Jan. 23, 2023 | Mar. 28, 2022 | Dec. 23, 2021 | Jun. 30, 2020 | Sep. 30, 2019 | Aug. 31, 2019 | May 31, 2019 | Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | Sep. 30, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | Sep. 01, 2023 | Jul. 21, 2023 | Jul. 20, 2023 | May 22, 2023 | Mar. 21, 2023 | Mar. 01, 2023 | Feb. 23, 2023 | Jan. 19, 2023 | Dec. 19, 2022 | Nov. 18, 2022 | Oct. 17, 2022 | Sep. 01, 2022 | Jul. 13, 2022 | Mar. 20, 2022 | Mar. 18, 2022 | Sep. 21, 2021 | Jun. 21, 2021 | Dec. 31, 2019 | Aug. 21, 2019 | |
Related Party Transactions [Abstract] | |||||||||||||||||||||||||||||||||||||||||||
Aggregate principal amount | $ 32,450 | $ 32,300 | $ 32,450 | ||||||||||||||||||||||||||||||||||||||||
Business combination | 1 year | ||||||||||||||||||||||||||||||||||||||||||
Ordinary exceeds per share (in Dollars per share) | $ 12.5 | ||||||||||||||||||||||||||||||||||||||||||
Public per share outstanding (in Dollars per share) | $ 0.04 | $ 0.04 | |||||||||||||||||||||||||||||||||||||||||
Trust account management expense | $ 500 | $ 1,000 | |||||||||||||||||||||||||||||||||||||||||
Deposits | $ 0.08 | $ 0.08 | $ 0.08 | ||||||||||||||||||||||||||||||||||||||||
Aggregate shares (in Shares) | 633,792 | 1,779 | |||||||||||||||||||||||||||||||||||||||||
Redeemed aggregate amount | $ 19,837 | $ 19,837 | $ 19,837 | ||||||||||||||||||||||||||||||||||||||||
Aggregate per share (in Dollars per share) | $ 11.17 | ||||||||||||||||||||||||||||||||||||||||||
Public per share (in Dollars per share) | $ 0.08 | ||||||||||||||||||||||||||||||||||||||||||
Aggregate amount | $ 2,821 | ||||||||||||||||||||||||||||||||||||||||||
Stock redeemed per share (in Dollars per share) | $ 10.93 | $ 10.93 | $ 10.93 | ||||||||||||||||||||||||||||||||||||||||
Working capital | $ 1,165,600 | $ 970,600 | |||||||||||||||||||||||||||||||||||||||||
Operating costs and expenses | $ 195,000 | ||||||||||||||||||||||||||||||||||||||||||
Business combination, description | The initial shareholders have agreed not to transfer, assign or sell any of the Founder Shares (except to certain permitted transferees) until, with respect to 50% of the Founder Shares, the earlier of (i) six months after the date of the consummation of a Business Combination, or (ii) the date on which the closing price of the Company’s ordinary shares equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after a Business Combination, with respect to the remaining 50% of the Founder Shares, upon six months after the date of the consummation of a Business Combination, or earlier, in each case, if, subsequent to a Business Combination, the Company consummates a subsequent liquidation, merger, stock exchange or other similar transaction which results in all of the Company’s shareholders having the right to exchange their ordinary shares for cash, securities or other property. | ||||||||||||||||||||||||||||||||||||||||||
Business acquisition description of trust account | On September 21, 2021, the Company issued an unsecured promissory note to our sponsor (the “Promissory Note III”), pursuant to which we could borrow up to an aggregate principal amount of $461,000, of which $461,000 was outstanding under the Promissory Note III as of December 31, 2022. | ||||||||||||||||||||||||||||||||||||||||||
Borrowed amount | $ 460,000 | ||||||||||||||||||||||||||||||||||||||||||
Aggregate price per share (in Dollars per share) | $ 11.17 | ||||||||||||||||||||||||||||||||||||||||||
Aggregate amount | $ 1,610,000 | $ 1,610,000 | $ 1,610,000 | ||||||||||||||||||||||||||||||||||||||||
Operating cost and expense | 970,100 | ||||||||||||||||||||||||||||||||||||||||||
Outstanding interest | $ 52,704 | $ 56,652 | 64,949 | $ 4,634 | |||||||||||||||||||||||||||||||||||||||
Founder Shares [Member] | |||||||||||||||||||||||||||||||||||||||||||
Related Party Transactions [Abstract] | |||||||||||||||||||||||||||||||||||||||||||
Ownership of percentage | 20% | 20% | 20% | ||||||||||||||||||||||||||||||||||||||||
Promissory Note XI [Member] | |||||||||||||||||||||||||||||||||||||||||||
Related Party Transactions [Abstract] | |||||||||||||||||||||||||||||||||||||||||||
Outstanding promissory note | $ 32,500 | ||||||||||||||||||||||||||||||||||||||||||
Promissory Note II [Member] | |||||||||||||||||||||||||||||||||||||||||||
Related Party Transactions [Abstract] | |||||||||||||||||||||||||||||||||||||||||||
Aggregate principal amount | $ 460,000 | ||||||||||||||||||||||||||||||||||||||||||
Outstanding promissory note | 460,000 | ||||||||||||||||||||||||||||||||||||||||||
Promissory Note III [Member] | |||||||||||||||||||||||||||||||||||||||||||
Related Party Transactions [Abstract] | |||||||||||||||||||||||||||||||||||||||||||
Borrowed | 460,000 | ||||||||||||||||||||||||||||||||||||||||||
Trust account management expense | 1,000 | ||||||||||||||||||||||||||||||||||||||||||
Promissory Note IV [Member] | |||||||||||||||||||||||||||||||||||||||||||
Related Party Transactions [Abstract] | |||||||||||||||||||||||||||||||||||||||||||
Aggregate principal amount | 460,000 | ||||||||||||||||||||||||||||||||||||||||||
Outstanding promissory note | 460,000 | $ 460,000 | $ 460,000 | $ 460,000 | $ 460,000 | ||||||||||||||||||||||||||||||||||||||
Trust account management expense | $ 500 | ||||||||||||||||||||||||||||||||||||||||||
Borrowed | 460,500 | 460,500 | |||||||||||||||||||||||||||||||||||||||||
Promissory Note V [Member] | |||||||||||||||||||||||||||||||||||||||||||
Related Party Transactions [Abstract] | |||||||||||||||||||||||||||||||||||||||||||
Aggregate principal amount | $ 634,594 | ||||||||||||||||||||||||||||||||||||||||||
Outstanding promissory note | 634,594 | 634,594 | 634,594 | 634,594 | $ 736,000 | ||||||||||||||||||||||||||||||||||||||
Defined Benefit Plan Asset Expected To Be Returned To Employer Amount | 101,406 | ||||||||||||||||||||||||||||||||||||||||||
Debt instrument redemption | $ 633,792 | ||||||||||||||||||||||||||||||||||||||||||
PromissoryNoteVI [Member] | |||||||||||||||||||||||||||||||||||||||||||
Related Party Transactions [Abstract] | |||||||||||||||||||||||||||||||||||||||||||
Aggregate principal amount | $ 353,000 | ||||||||||||||||||||||||||||||||||||||||||
Outstanding promissory note | 353,000 | $ 353,000 | 353,000 | $ 353,000 | |||||||||||||||||||||||||||||||||||||||
Aggregate shares (in Shares) | 1,025,281 | 1,025,281 | |||||||||||||||||||||||||||||||||||||||||
Aggregate per share (in Dollars per share) | $ 10.48 | ||||||||||||||||||||||||||||||||||||||||||
Debt instrument redemption | $ 10,742,906 | ||||||||||||||||||||||||||||||||||||||||||
Aggregate price per share (in Dollars per share) | $ 10.48 | ||||||||||||||||||||||||||||||||||||||||||
Promissory Note VII [Member] | |||||||||||||||||||||||||||||||||||||||||||
Related Party Transactions [Abstract] | |||||||||||||||||||||||||||||||||||||||||||
Aggregate principal amount | $ 22,600 | ||||||||||||||||||||||||||||||||||||||||||
Outstanding promissory note | 22,600 | $ 22,600 | 22,600 | ||||||||||||||||||||||||||||||||||||||||
Aggregate shares (in Shares) | 2,375,991 | ||||||||||||||||||||||||||||||||||||||||||
Aggregate per share (in Dollars per share) | $ 10.6 | ||||||||||||||||||||||||||||||||||||||||||
Public per share (in Dollars per share) | $ 0.04 | ||||||||||||||||||||||||||||||||||||||||||
Promissory Note VIII [Member] | |||||||||||||||||||||||||||||||||||||||||||
Related Party Transactions [Abstract] | |||||||||||||||||||||||||||||||||||||||||||
Aggregate principal amount | $ 22,600 | ||||||||||||||||||||||||||||||||||||||||||
Outstanding promissory note | $ 22,600 | $ 22,600 | |||||||||||||||||||||||||||||||||||||||||
Promissory Note IX [Member] | |||||||||||||||||||||||||||||||||||||||||||
Related Party Transactions [Abstract] | |||||||||||||||||||||||||||||||||||||||||||
Aggregate principal amount | $ 22,600 | ||||||||||||||||||||||||||||||||||||||||||
Outstanding promissory note | $ 22,600 | $ 22,600 | $ 22,600 | 22,600 | $ 22,600 | ||||||||||||||||||||||||||||||||||||||
Promissory Note X [Member] | |||||||||||||||||||||||||||||||||||||||||||
Related Party Transactions [Abstract] | |||||||||||||||||||||||||||||||||||||||||||
Aggregate principal amount | $ 21,350 | ||||||||||||||||||||||||||||||||||||||||||
Outstanding promissory note | $ 21,350 | ||||||||||||||||||||||||||||||||||||||||||
Aggregate shares (in Shares) | 159,203 | ||||||||||||||||||||||||||||||||||||||||||
Redeemed aggregate amount | 159,203 | ||||||||||||||||||||||||||||||||||||||||||
Aggregate per share (in Dollars per share) | $ 10.72 | ||||||||||||||||||||||||||||||||||||||||||
Public per share (in Dollars per share) | 0.04 | ||||||||||||||||||||||||||||||||||||||||||
Trust account price per share (in Dollars per share) | $ 0.0525 | ||||||||||||||||||||||||||||||||||||||||||
Price per share (in Dollars per share) | $ 0.08 | 0.08 | $ 0.08 | ||||||||||||||||||||||||||||||||||||||||
Debt instrument redemption | $ 1,706,347 | $ 1,706,347 | |||||||||||||||||||||||||||||||||||||||||
Public ordinary share (in Dollars per share) | $ 0.04 | ||||||||||||||||||||||||||||||||||||||||||
Trust account | $ 0.04 | ||||||||||||||||||||||||||||||||||||||||||
Ordinary share outstanding (in Dollars per share) | $ 0.08 | ||||||||||||||||||||||||||||||||||||||||||
Redeemed aggregate amount | 10.72 | ||||||||||||||||||||||||||||||||||||||||||
Promissory Note X [Member] | Minimum [Member] | |||||||||||||||||||||||||||||||||||||||||||
Related Party Transactions [Abstract] | |||||||||||||||||||||||||||||||||||||||||||
Trust account price per share (in Dollars per share) | 0.04 | ||||||||||||||||||||||||||||||||||||||||||
Promissory Note X [Member] | Maximum [Member] | |||||||||||||||||||||||||||||||||||||||||||
Related Party Transactions [Abstract] | |||||||||||||||||||||||||||||||||||||||||||
Trust account price per share (in Dollars per share) | $ 0.0525 | ||||||||||||||||||||||||||||||||||||||||||
Promissory Note XI [Member] | |||||||||||||||||||||||||||||||||||||||||||
Related Party Transactions [Abstract] | |||||||||||||||||||||||||||||||||||||||||||
Aggregate principal amount | $ 32,500 | ||||||||||||||||||||||||||||||||||||||||||
Promissory Note XII [Member] | |||||||||||||||||||||||||||||||||||||||||||
Related Party Transactions [Abstract] | |||||||||||||||||||||||||||||||||||||||||||
Aggregate principal amount | $ 32,500 | ||||||||||||||||||||||||||||||||||||||||||
Promissory Note XIII [Member] | |||||||||||||||||||||||||||||||||||||||||||
Related Party Transactions [Abstract] | |||||||||||||||||||||||||||||||||||||||||||
Aggregate principal amount | $ 32,450 | ||||||||||||||||||||||||||||||||||||||||||
Aggregate shares (in Shares) | 258 | ||||||||||||||||||||||||||||||||||||||||||
Public per share (in Dollars per share) | $ 0.08 | ||||||||||||||||||||||||||||||||||||||||||
Promissory Note VII [Member] | |||||||||||||||||||||||||||||||||||||||||||
Related Party Transactions [Abstract] | |||||||||||||||||||||||||||||||||||||||||||
Aggregate principal amount | $ 22,600 | ||||||||||||||||||||||||||||||||||||||||||
Outstanding promissory note | 22,600 | ||||||||||||||||||||||||||||||||||||||||||
Deposits | 0.04 | ||||||||||||||||||||||||||||||||||||||||||
Debt instrument redemption | 25,180,851 | ||||||||||||||||||||||||||||||||||||||||||
Aggregate amount | $ 2,375,991 | ||||||||||||||||||||||||||||||||||||||||||
Per share (in Dollars per share) | $ 10.6 | ||||||||||||||||||||||||||||||||||||||||||
Promissory Note II [Member] | |||||||||||||||||||||||||||||||||||||||||||
Related Party Transactions [Abstract] | |||||||||||||||||||||||||||||||||||||||||||
Outstanding promissory note | $ 460,000 | $ 460,000 | $ 460,000 | ||||||||||||||||||||||||||||||||||||||||
Initial Public Offering [Member] | |||||||||||||||||||||||||||||||||||||||||||
Related Party Transactions [Abstract] | |||||||||||||||||||||||||||||||||||||||||||
Aggregate principal amount | $ 300,000 | ||||||||||||||||||||||||||||||||||||||||||
Outstanding promissory note | $ 243,833 | ||||||||||||||||||||||||||||||||||||||||||
Stock redeemed per share (in Dollars per share) | $ 10 | $ 10 | $ 10 | $ 10 | |||||||||||||||||||||||||||||||||||||||
Initial Public Offering [Member] | Promissory Note III [Member] | |||||||||||||||||||||||||||||||||||||||||||
Related Party Transactions [Abstract] | |||||||||||||||||||||||||||||||||||||||||||
Aggregate principal amount | $ 461,000 | ||||||||||||||||||||||||||||||||||||||||||
Outstanding promissory note | 461,000 | ||||||||||||||||||||||||||||||||||||||||||
Initial Public Offering [Member] | Promissory Note IV [Member] | |||||||||||||||||||||||||||||||||||||||||||
Related Party Transactions [Abstract] | |||||||||||||||||||||||||||||||||||||||||||
Aggregate principal amount | 460,000 | ||||||||||||||||||||||||||||||||||||||||||
Nukkleus Inc.[Member] | |||||||||||||||||||||||||||||||||||||||||||
Related Party Transactions [Abstract] | |||||||||||||||||||||||||||||||||||||||||||
Trading cost | 38,112 | ||||||||||||||||||||||||||||||||||||||||||
Digital RFQ, amount | $ 1,168,349 | ||||||||||||||||||||||||||||||||||||||||||
Aggregate principal amount | $ 606,091 | $ 35,000 | |||||||||||||||||||||||||||||||||||||||||
Mature with respect amount | $ 17,500 | ||||||||||||||||||||||||||||||||||||||||||
Interest rate | 5% | 5% | 5% | 5% | |||||||||||||||||||||||||||||||||||||||
Outstanding interest | $ 159 | ||||||||||||||||||||||||||||||||||||||||||
Outstanding interest balance | 159 | ||||||||||||||||||||||||||||||||||||||||||
Operating cost and expense | $ 66,290 | 66,291 | $ 198,871 | $ 197,935 | 264,224 | $ 0 | |||||||||||||||||||||||||||||||||||||
Recognized consulting expenses | $ 26,017 | 23,991 | 100,012 | 65,529 | |||||||||||||||||||||||||||||||||||||||
Accrued and unpaid services | 0 | $ 0 | 0 | $ 16,691 | |||||||||||||||||||||||||||||||||||||||
Minimum monthly amount received | $ 1,550,000 | ||||||||||||||||||||||||||||||||||||||||||
Minimum monthly amount payable | $ 1,575,000 | ||||||||||||||||||||||||||||||||||||||||||
Revenue from related parties | 29,343 | 17,974 | 107,859 | 28,239 | |||||||||||||||||||||||||||||||||||||||
Other income | $ 468 | 1,362 | |||||||||||||||||||||||||||||||||||||||||
Outstanding interest | $ 1,587 | $ 159 | |||||||||||||||||||||||||||||||||||||||||
Forecast [Member] | Nukkleus Inc.[Member] | |||||||||||||||||||||||||||||||||||||||||||
Related Party Transactions [Abstract] | |||||||||||||||||||||||||||||||||||||||||||
Mature with respect amount | $ 17,500 | $ 17,500 | |||||||||||||||||||||||||||||||||||||||||
Business Combination [Member] | Nukkleus Inc.[Member] | |||||||||||||||||||||||||||||||||||||||||||
Related Party Transactions [Abstract] | |||||||||||||||||||||||||||||||||||||||||||
Description, business combination | the Company has paid ClearThink $140,000, and upon closing of the Business Combination the Company is obligated to pay ClearThink 1.2% of the total transaction value plus reimbursable expenses less the $140,000 paid to ClearThink as of June 30, 2023. | As of September 30, 2022, Nukkleus has paid ClearThink $140,000, which have been included in professional fees on the accompanying consolidated statements of operations and comprehensive loss, and upon closing of the Business Combination Nukkleus is obligated to pay ClearThink 1.2% of the total transaction value plus reimbursable expenses less the $140,000 paid to ClearThink as of September 30, 2022. | |||||||||||||||||||||||||||||||||||||||||
TCM [Member] | GSA [Member] | Nukkleus Inc.[Member] | |||||||||||||||||||||||||||||||||||||||||||
Related Party Transactions [Abstract] | |||||||||||||||||||||||||||||||||||||||||||
Minimum monthly amount received | $ 1,600,000 | ||||||||||||||||||||||||||||||||||||||||||
Minimum monthly amount received | $ 1,600,000 | ||||||||||||||||||||||||||||||||||||||||||
FXDIRECT [Member] | GSA [Member] | Nukkleus Inc.[Member] | |||||||||||||||||||||||||||||||||||||||||||
Related Party Transactions [Abstract] | |||||||||||||||||||||||||||||||||||||||||||
Minimum monthly amount payable | 1,575,000 | ||||||||||||||||||||||||||||||||||||||||||
Minimum monthly amount payable | 1,575,000 | ||||||||||||||||||||||||||||||||||||||||||
RFQ [Member] | FXDD Trading [Member] | Nukkleus Inc.[Member] | |||||||||||||||||||||||||||||||||||||||||||
Related Party Transactions [Abstract] | |||||||||||||||||||||||||||||||||||||||||||
Digital RFQ, amount | 248,214 | ||||||||||||||||||||||||||||||||||||||||||
Digital RFQ, amount | $ 0 | $ 248,214 | |||||||||||||||||||||||||||||||||||||||||
Founder Shares [Member] | |||||||||||||||||||||||||||||||||||||||||||
Related Party Transactions [Abstract] | |||||||||||||||||||||||||||||||||||||||||||
Shares subject to forfeiture (in Shares) | 1,150,000 | 1,150,000 | 1,150,000 | ||||||||||||||||||||||||||||||||||||||||
Aggregate purchase price in cash | $ 25,000 | $ 25,000 | $ 25,000 | ||||||||||||||||||||||||||||||||||||||||
Shares subject to forfeiture (in Shares) | 150,000 | 150,000 | 150,000 | 150,000 | |||||||||||||||||||||||||||||||||||||||
Ownership percentage | 20% | ||||||||||||||||||||||||||||||||||||||||||
Founder Shares [Member] | Over-Allotment Option [Member] | |||||||||||||||||||||||||||||||||||||||||||
Related Party Transactions [Abstract] | |||||||||||||||||||||||||||||||||||||||||||
Shares subject to forfeiture (in Shares) | 150,000 | ||||||||||||||||||||||||||||||||||||||||||
Sponsor [Member] | |||||||||||||||||||||||||||||||||||||||||||
Related Party Transactions [Abstract] | |||||||||||||||||||||||||||||||||||||||||||
Aggregate principal amount | $ 300,000 | ||||||||||||||||||||||||||||||||||||||||||
Outstanding promissory note | $ 243,833 | ||||||||||||||||||||||||||||||||||||||||||
Deposits | $ 736,000 | ||||||||||||||||||||||||||||||||||||||||||
Deposit returned | $ 101,406 | ||||||||||||||||||||||||||||||||||||||||||
Sponsor [Member] | Promissory Note III [Member] | |||||||||||||||||||||||||||||||||||||||||||
Related Party Transactions [Abstract] | |||||||||||||||||||||||||||||||||||||||||||
Aggregate principal amount | $ 461,000 | ||||||||||||||||||||||||||||||||||||||||||
Outstanding promissory note | $ 461,000 | $ 461,000 | $ 461,000 | ||||||||||||||||||||||||||||||||||||||||
Sponsor [Member] | Promissory Note IV [Member] | |||||||||||||||||||||||||||||||||||||||||||
Related Party Transactions [Abstract] | |||||||||||||||||||||||||||||||||||||||||||
Aggregate principal amount | $ 460,000 | ||||||||||||||||||||||||||||||||||||||||||
PromissoryNoteVI [Member] | |||||||||||||||||||||||||||||||||||||||||||
Related Party Transactions [Abstract] | |||||||||||||||||||||||||||||||||||||||||||
Redeemed aggregate amount | 10,742,906 | 10,742,906 | 10,742,906 | ||||||||||||||||||||||||||||||||||||||||
Promissory Note VII [Member] | |||||||||||||||||||||||||||||||||||||||||||
Related Party Transactions [Abstract] | |||||||||||||||||||||||||||||||||||||||||||
Redeemed aggregate amount | 25,180,851 | 25,180,851 | 25,180,851 | ||||||||||||||||||||||||||||||||||||||||
Promissory Note X [Member] | |||||||||||||||||||||||||||||||||||||||||||
Related Party Transactions [Abstract] | |||||||||||||||||||||||||||||||||||||||||||
Redeemed aggregate amount | 1,706,347 | $ 1,706,347 | 1,706,347 | ||||||||||||||||||||||||||||||||||||||||
Oliver Worsley [Member] | Nukkleus Inc.[Member] | |||||||||||||||||||||||||||||||||||||||||||
Related Party Transactions [Abstract] | |||||||||||||||||||||||||||||||||||||||||||
Depreciation of compensation professional services | As compensation for professional services provided, the Company recognized consulting expenses of $45,310 and $0 for the years ended September 30, 2022 and 2021, respectively, which have been included in professional fees on the accompanying consolidated statements of operations and comprehensive loss. As of September 30, 2022 and 2021, the accrued and unpaid services charge related to Oliver Worsley amounted to $16,691 and $0, respectively, which have been included in accounts payable and accrued liabilities on the accompanying consolidated balance sheets. | ||||||||||||||||||||||||||||||||||||||||||
Recognized consulting expenses | $ 14,942 | $ 7,879 | $ 40,005 | $ 7,879 | |||||||||||||||||||||||||||||||||||||||
Craig Vallis [Member] | Nukkleus Inc.[Member] | |||||||||||||||||||||||||||||||||||||||||||
Related Party Transactions [Abstract] | |||||||||||||||||||||||||||||||||||||||||||
Depreciation of compensation professional services | the Company recognized consulting expenses of $80,026 and $4,845 for the years ended September 30, 2022 and 2021, respectively, which have been included in professional fees on the accompanying consolidated statements of operations and comprehensive loss. |
Related Party Transactions (D_2
Related Party Transactions (Details) - Schedule of General Support Services Provided to the Related Party - USD ($) | 12 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Service provided to: | ||
Service provided to related parties | $ 19,200,000 | $ 19,200,000 |
Service received from: | ||
Service received from related parties | 18,900,000 | 18,900,000 |
TCM [Member] | ||
Service provided to: | ||
Service provided to related parties | 19,200,000 | 19,200,000 |
FXDIRECT [Member] | ||
Service received from: | ||
Service received from related parties | $ 18,900,000 | $ 18,900,000 |
Related Party Transactions (D_3
Related Party Transactions (Details) - Schedule of Due from Related Parties - Nukkleus Inc.[Member] - USD ($) | Jun. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2021 | |
Related Party Transactions (Details) - Schedule of Due from Related Parties [Line Items] | ||||
Due from related parties | $ 308,461 | $ 931,136 | $ 2,617,873 | |
NUKK Capital [Member] | ||||
Related Party Transactions (Details) - Schedule of Due from Related Parties [Line Items] | ||||
Due from related parties | [1] | 144,696 | ||
Digiclear [Member] | ||||
Related Party Transactions (Details) - Schedule of Due from Related Parties [Line Items] | ||||
Due from related parties | 229,837 | 35,762 | ||
TCM [Member] | ||||
Related Party Transactions (Details) - Schedule of Due from Related Parties [Line Items] | ||||
Due from related parties | $ 51,190 | $ 895,374 | $ 2,473,177 | |
[1]An entity controlled by Emil Assentato, the Company’s chief executive officer, chief financial officer and chairman. |
Related Party Transactions (D_4
Related Party Transactions (Details) - Schedule of Due to Related Parties - Nukkleus Inc.[Member] - USD ($) | Sep. 30, 2022 | Sep. 30, 2021 | |
Variable Interest Entity [Line Items] | |||
Due to related parties | $ 4,514,063 | $ 4,257,792 | |
Forexware LLC [Member] | |||
Variable Interest Entity [Line Items] | |||
Due to related parties | [1] | 1,079,229 | 579,229 |
FXDIRECT [Member] | |||
Variable Interest Entity [Line Items] | |||
Due to related parties | 3,042,101 | 3,341,893 | |
CMH [Member] | |||
Variable Interest Entity [Line Items] | |||
Due to related parties | 42,000 | 42,000 | |
FXDD Trading [Member] | |||
Variable Interest Entity [Line Items] | |||
Due to related parties | [1] | 242,113 | 294,670 |
Markets Direct Payments [Member] | |||
Variable Interest Entity [Line Items] | |||
Due to related parties | [1] | 2,114 | |
Match Fintech Limited [Member] | |||
Variable Interest Entity [Line Items] | |||
Due to related parties | [2] | $ 106,506 | |
[1]Forexware LLC, FXDD Trading, and Markets Direct Payments are controlled by Emil Assentato, the Company’s chief executive officer, chief financial officer and chairman.[2]Match Fintech Limited is controlled by the Company’s managers. |
Concentrations (Details)
Concentrations (Details) - Nukkleus Inc.[Member] | 3 Months Ended | 9 Months Ended | 12 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | |
Minimum [Member] | ||||
Concentrations (Details) [Line Items] | ||||
Percentage of outstanding receivable | 10% | |||
Maximum [Member] | ||||
Concentrations (Details) [Line Items] | ||||
Percentage of outstanding receivable | 79.50% | |||
Customers [Member] | ||||
Concentrations (Details) [Line Items] | ||||
Percentage of revenue | 10% | 10% | 10% | 10% |
Customers [Member] | Minimum [Member] | ||||
Concentrations (Details) [Line Items] | ||||
Percentage of outstanding receivable | 10% | 10% | ||
Customers [Member] | Maximum [Member] | ||||
Concentrations (Details) [Line Items] | ||||
Percentage of outstanding receivable | 96.20% | 92.40% | ||
Suppliers [Member] | ||||
Concentrations (Details) [Line Items] | ||||
Percentage of revenue | 10% | 10% | 10% | 10% |
Suppliers [Member] | Minimum [Member] | ||||
Concentrations (Details) [Line Items] | ||||
Percentage of outstanding payable | 10% | 10% | 10% | |
Suppliers [Member] | Maximum [Member] | ||||
Concentrations (Details) [Line Items] | ||||
Percentage of outstanding payable | 91% | 79.20% | 83.70% |
Concentrations (Details) - Sche
Concentrations (Details) - Schedule of Customer and Supplier Revenues - Nukkleus Inc.[Member] | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | |
Customer A [Member] | ||||||
Revenue, Major Customer [Line Items] | ||||||
Related party | 92.10% | 93.20% | 88.80% | 93.70% | 89.20% | 99.50% |
Supplier A [Member] | ||||||
Revenue, Major Customer [Line Items] | ||||||
Related party | 87.10% | 89.30% | 86.70% | 87.70% | 85.20% | 97.60% |
Segment Information (Details) -
Segment Information (Details) - Schedule of Reportable Business Segments - Nukkleus Inc.[Member] - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | |
Revenues | ||||||
Revenues | $ 5,212,056 | $ 5,152,192 | $ 16,222,388 | $ 15,370,224 | $ 21,513,474 | $ 19,286,964 |
Costs of revenues | ||||||
Costs of revenues | 5,370,074 | 5,290,633 | 16,287,317 | 16,162,557 | 22,174,870 | 19,369,286 |
Gross profit (loss) | ||||||
Gross profit (loss) | (158,018) | (138,441) | (64,929) | (792,333) | (661,396) | (82,322) |
Operating expenses | ||||||
Operating expenses | 1,054,783 | $ 1,516,050 | 3,090,731 | $ 4,659,503 | 10,480,928 | 850,082 |
Other expense | ||||||
Other expense | 3,057 | 6,345 | 703,333 | 4,442 | ||
Net income (loss) | ||||||
Net income (loss) | (1,209,744) | (3,149,315) | (11,845,657) | (936,846) | ||
Amortization | ||||||
Amortization | 592,892 | 1,778,675 | 2,690,617 | 469,286 | ||
General Support Services [Member] | ||||||
Revenues | ||||||
Revenues | 4,800,000 | 14,400,000 | 19,200,000 | 19,200,000 | ||
Costs of revenues | ||||||
Costs of revenues | 4,675,000 | 14,125,000 | 18,900,000 | 18,900,000 | ||
Gross profit (loss) | ||||||
Gross profit (loss) | 125,000 | 275,000 | 300,000 | 300,000 | ||
Net income (loss) | ||||||
Net income (loss) | 125,000 | 275,000 | 300,000 | 300,000 | ||
Financial Services [Member] | ||||||
Revenues | ||||||
Revenues | 412,056 | 1,822,388 | 2,313,474 | 86,964 | ||
Costs of revenues | ||||||
Costs of revenues | 695,074 | 2,162,317 | 3,274,870 | 469,286 | ||
Gross profit (loss) | ||||||
Gross profit (loss) | (283,018) | (339,929) | (961,396) | (382,322) | ||
Operating expenses | ||||||
Operating expenses | 558,228 | 1,595,955 | 1,808,399 | 376,955 | ||
Other expense | ||||||
Other expense | 3,057 | 6,345 | 12,792 | 272 | ||
Net income (loss) | ||||||
Net income (loss) | (838,189) | (1,929,539) | (2,782,587) | (759,549) | ||
Amortization | ||||||
Amortization | $ 591,955 | $ 1,775,865 | 2,687,808 | 469,286 | ||
Corporate/Other [Member] | ||||||
Operating expenses | ||||||
Operating expenses | 8,672,529 | 473,127 | ||||
Other expense | ||||||
Other expense | 690,541 | 4,170 | ||||
Net income (loss) | ||||||
Net income (loss) | (9,363,070) | (477,297) | ||||
Amortization | ||||||
Amortization | $ 2,809 |
Segment Information (Details)_2
Segment Information (Details) - Schedule of Total Assets - Nukkleus Inc.[Member] - USD ($) | Jun. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2021 |
Schedule of Total Assets [Abstract] | |||
Total assets | $ 15,346,878 | $ 18,364,904 | $ 18,676,488 |
Financial services [Member] | |||
Schedule of Total Assets [Abstract] | |||
Total assets | 8,203,817 | 10,768,309 | 15,719,792 |
Corporate/Other [Member] | |||
Schedule of Total Assets [Abstract] | |||
Total assets | $ 7,143,061 | $ 7,596,595 | $ 2,956,696 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) | 1 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||||||
May 17, 2020 | Jun. 30, 2023 | Dec. 31, 2022 | Sep. 30, 2022 | Jun. 21, 2023 | May 22, 2023 | Feb. 23, 2023 | Oct. 17, 2022 | Jul. 13, 2022 | Mar. 18, 2022 | Mar. 17, 2022 | Sep. 30, 2021 | Sep. 30, 2020 | Jun. 30, 2020 | Jun. 26, 2020 | |
Commitments and Contingencies (Details) [Line Items] | |||||||||||||||
Common stock (in Dollars per share) | $ 0.1 | $ 0.1 | $ 0.08 | $ 0.08 | $ 0.08 | $ 10.6 | $ 10.48 | $ 10.3 | $ 10 | ||||||
Registration rights, description | Notwithstanding the foregoing, EarlyBirdCapital, Inc. (“EarlyBirdCapital”) may not exercise its demand and “piggyback” registration rights after five (5) and seven (7) years after the effective date of the registration statement and may not exercise its demand rights on more than one occasion. The Company will bear the expenses incurred in connection with the filing of any such registration statements. | ||||||||||||||
Cash fee equal percentage | 1% | 1% | |||||||||||||
Aggregate amount (in Dollars) | $ 1,610,000 | ||||||||||||||
Holder [Member] | |||||||||||||||
Commitments and Contingencies (Details) [Line Items] | |||||||||||||||
Ownership percentage | 25% | ||||||||||||||
Ownership percentage | 25% | ||||||||||||||
Initial Public Offering [Member] | |||||||||||||||
Commitments and Contingencies (Details) [Line Items] | |||||||||||||||
Common stock (in Dollars per share) | $ 10 | $ 10 | $ 10 | ||||||||||||
Nukkleus Inc.[Member] | |||||||||||||||
Commitments and Contingencies (Details) [Line Items] | |||||||||||||||
Settlement agreement amount (in Dollars) | $ 2,050,000 | ||||||||||||||
Loan principal (in Dollars) | $ 121,650 | ||||||||||||||
Fixed interest rate | 0% | 0% | |||||||||||||
Common stock amount (in Dollars) | $ 75,000,000 | $ 750,000 | $ 750,000 | ||||||||||||
Purchase price percentage | 96% | 96% | |||||||||||||
Description of common stock | (i) the number of shares of the Company’s common stock which would result in beneficial ownership by White Lion of more than 4.99% of the outstanding shares of the Company’s common stock, (ii) the number of shares of the Company’s common stock equal to 30% of the average daily trading volume of the Company’s common stock over the five consecutive trading days immediately following the notice date, or (iii) the number of the Company’s common stock obtained by dividing $1,500,000 by the closing sale price of the Company’s common stock on the notice date. | (i) the number of shares of the Company’s common stock which would result in beneficial ownership by White Lion of more than 4.99% of the outstanding shares of the Company’s common stock, (ii) the number of shares of the Company’s common stock equal to 30% of the average daily trading volume of the Company’s common stock over the five consecutive trading days immediately following the notice date, or (iii) the number of the Company’s common stock obtained by dividing $1,500,000 by the closing sale price of the Company’s common stock on the notice date. | |||||||||||||
Common stock (in Dollars per share) | $ 1 | $ 1 | |||||||||||||
Purchase an additional units (in Shares) | 5,850,000 | 1,000,000 | |||||||||||||
Underwriting Agreement [Member] | |||||||||||||||
Commitments and Contingencies (Details) [Line Items] | |||||||||||||||
Additional Units (in Shares) | 600,000 | ||||||||||||||
Purchase an additional units (in Shares) | 600,000 | ||||||||||||||
Additional share per unit (in Dollars per share) | $ 10 | ||||||||||||||
Cash underwriting discount percentage | 3.50% | ||||||||||||||
Gross proceeds value (in Dollars) | $ 1,400,000 | ||||||||||||||
Additional cash underwriting discount (in Dollars) | $ 210,000 | ||||||||||||||
Business Combination [Member] | |||||||||||||||
Commitments and Contingencies (Details) [Line Items] | |||||||||||||||
Business combination marketing agreement description | The Company agreed to pay EarlyBirdCapital a cash fee for such services upon the consummation of a Business Combination in an amount equal to 3.5% of the gross proceeds of Initial Public Offering, or $1,610,000, provided, however, that the this fee shall be reduced by an aggregate amount equal to 1.5% of the dollar amount of the Company’s securities purchased prior to the closing of the Business Combination by investors that: (i) were introduced to EarlyBirdCapital by the Company (or any of its direct or indirect affiliates); (ii) have not been previously introduced to a SPAC initial public offering by EarlyBirdCapital; (iii) continue to hold the Company’s ordinary shares through the closing of a Business Combination, and (iv) do not exercise redemption rights with respect thereto in connection with such Business Combination. | ||||||||||||||
Business Combination [Member] | |||||||||||||||
Commitments and Contingencies (Details) [Line Items] | |||||||||||||||
percentage Gross proceeds | 1.50% | ||||||||||||||
Business Combination [Member] | Initial Public Offering [Member] | |||||||||||||||
Commitments and Contingencies (Details) [Line Items] | |||||||||||||||
percentage Gross proceeds | 3.50% | ||||||||||||||
Business Combination [Member] | Nukkleus Inc.[Member] | |||||||||||||||
Commitments and Contingencies (Details) [Line Items] | |||||||||||||||
percentage Gross proceeds | 50% |
Restatements of Previously Is_3
Restatements of Previously Issued Financial Statements (Details) - Nukkleus Inc.[Member] - USD ($) | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||
Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | Mar. 31, 2022 | Jun. 30, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | |
Restatements of Previously Issued Financial Statements [Abstract] | |||||||
Net assets acquired | $ 2,861,631 | ||||||
Non-cash investment | 2,862,000 | ||||||
Acquisition amount | $ 2,003,000 | ||||||
Total assets and liabilities | $ 1,937,000 | $ 2,415,000 | $ 1,117,000 | $ 2,415,000 | $ 1,937,000 | $ 2,017,000 | |
Operating expenses | $ 135,000 | $ 142,000 | 133,000 | 276,000 | 411,000 | 293,000 | |
Net cash provided by operating activities | $ 755,000 | $ 286,000 | $ 272,000 | $ 871,000 |
Restatements of Previously Is_4
Restatements of Previously Issued Financial Statements (Details) - Schedule Adjusted Fair Values of the Assets Acquired and Liabilities Assumed, Plus Transaction Costs - Nukkleus Inc.[Member] | 9 Months Ended |
Jun. 30, 2021 USD ($) | |
Estimated Fair Value as Originally Recorded [Member] | |
Assets acquired: | |
Cash | $ 21,370 |
Accounts receivable | 46,602 |
Other current assets | 142 |
Intangible assets | 14,010,631 |
Total assets | 14,078,745 |
Liabilities assumed: | |
Accounts payable and accrued liabilities | 78,745 |
Total liabilities | 78,745 |
Purchase price | 14,000,000 |
Restated Amount [Member] | |
Assets acquired: | |
Cash | 21,370 |
Accounts receivable | 46,602 |
Other current assets | 142 |
Intangible assets | 11,223,771 |
Total assets | 11,291,885 |
Liabilities assumed: | |
Accounts payable and accrued liabilities | 78,745 |
Total liabilities | 78,745 |
Purchase price | 11,213,140 |
Transaction Costs [Member] | |
Assets acquired: | |
Intangible assets | 74,771 |
Liabilities assumed: | |
Purchase price | 74,771 |
Valuation Restatement [Member] | |
Assets acquired: | |
Intangible assets | (2,861,631) |
Liabilities assumed: | |
Purchase price | $ (2,861,631) |
Restatements of Previously Is_5
Restatements of Previously Issued Financial Statements (Details) - Schedule of Consolidated Balance Sheet - Nukkleus Inc.[Member] - USD ($) | Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | Jun. 30, 2021 |
As Reported [Member] | |||||
Condensed Balance Sheet Statements, Captions [Line Items] | |||||
Intangible assets, net | $ 13,616,116 | $ 13,940,257 | |||
Total non-current assets | 13,616,116 | 13,940,257 | |||
Total assets | $ 20,840,892 | $ 22,404,645 | $ 19,177,988 | 16,659,836 | 17,000,367 |
Customer custodial cash liabilities | |||||
Customer digital currency liabilities | |||||
Accounts payable and accrued liabilities | 543,267 | 561,460 | 579,351 | 380,721 | |
Total current liabilities | 4,457,083 | 4,587,814 | 4,984,616 | 4,638,513 | |
Total liabilities | 4,457,083 | 4,587,814 | 4,984,616 | 4,638,513 | |
Additional paid-in capital | 14,474,839 | 10,235,758 | |||
Total Nukkleus Inc. stockholders’ equity | 8,550,382 | ||||
Non-controlling interest | 4,203,302 | ||||
Total stockholders’ equity | 12,021,323 | 12,753,684 | |||
Total liabilities and stockholders’ equity | 20,840,892 | 22,404,645 | 19,177,988 | 16,659,836 | 17,000,367 |
Cash | 23,142 | 50,444 | 50,623 | 355,673 | |
Customer custodial cash | |||||
Customer digital currency assets | |||||
Digital assets | |||||
Total current assets | 972,195 | 1,612,376 | 2,733,446 | 3,043,720 | |
Adjustment [Member] | |||||
Condensed Balance Sheet Statements, Captions [Line Items] | |||||
Intangible assets, net | (2,861,631) | (2,861,631) | |||
Total non-current assets | (2,861,631) | (2,861,631) | |||
Total assets | 1,937,195 | 2,414,661 | 1,116,733 | (844,979) | (2,861,631) |
Customer custodial cash liabilities | 965,918 | 1,082,421 | 90,951 | 799,302 | |
Customer digital currency liabilities | 898,516 | 1,307,042 | 1,022,407 | 1,168,349 | |
Accounts payable and accrued liabilities | 72,761 | 25,198 | 3,375 | 49,001 | |
Total current liabilities | 1,937,195 | 2,414,661 | 1,116,733 | 2,016,652 | |
Total liabilities | 1,937,195 | 2,414,661 | 1,116,733 | 2,016,652 | |
Additional paid-in capital | (2,861,631) | (2,003,142) | |||
Total Nukkleus Inc. stockholders’ equity | (2,003,142) | ||||
Non-controlling interest | (858,489) | ||||
Total stockholders’ equity | (2,861,631) | (2,861,631) | |||
Total liabilities and stockholders’ equity | 1,937,195 | 2,414,661 | 1,116,733 | (844,979) | (2,861,631) |
Cash | 52,685 | 23,801 | 2,252 | 48,098 | |
Customer custodial cash | 965,918 | 1,082,421 | 90,951 | 799,302 | |
Customer digital currency assets | 898,516 | 1,307,042 | 1,022,407 | 1,168,349 | |
Digital assets | 20,076 | 1,397 | 1,123 | 903 | |
Total current assets | 1,937,195 | 2,414,661 | 1,116,733 | 2,016,652 | |
As Restated [Member] | |||||
Condensed Balance Sheet Statements, Captions [Line Items] | |||||
Intangible assets, net | 10,754,485 | 11,078,626 | |||
Total non-current assets | 10,754,485 | 11,078,626 | |||
Total assets | 22,778,087 | 24,819,306 | 20,294,721 | 15,814,857 | 14,138,736 |
Customer custodial cash liabilities | 965,918 | 1,082,421 | 90,951 | 799,302 | |
Customer digital currency liabilities | 898,516 | 1,307,042 | 1,022,407 | 1,168,349 | |
Accounts payable and accrued liabilities | 616,028 | 586,658 | 582,726 | 429,722 | |
Total current liabilities | 6,394,278 | 7,002,475 | 6,101,349 | 6,655,165 | |
Total liabilities | 6,394,278 | 7,002,475 | 6,101,349 | 6,655,165 | |
Additional paid-in capital | 11,613,208 | 8,232,616 | |||
Total Nukkleus Inc. stockholders’ equity | 6,547,240 | ||||
Non-controlling interest | 3,344,813 | ||||
Total stockholders’ equity | 9,159,692 | 9,892,053 | |||
Total liabilities and stockholders’ equity | 22,778,087 | 24,819,306 | 20,294,721 | 15,814,857 | $ 14,138,736 |
Cash | 75,827 | 74,245 | 52,875 | 403,771 | |
Customer custodial cash | 965,918 | 1,082,421 | 90,951 | 799,302 | |
Customer digital currency assets | 898,516 | 1,307,042 | 1,022,407 | 1,168,349 | |
Digital assets | 20,076 | 1,397 | 1,123 | 903 | |
Total current assets | $ 2,909,390 | $ 4,027,037 | $ 3,850,179 | $ 5,060,372 |
Restatements of Previously Is_6
Restatements of Previously Issued Financial Statements (Details) - Schedule of Consolidated Statement of Cash Flow - Nukkleus Inc.[Member] - USD ($) | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | ||
Dec. 31, 2021 | Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2022 | Jun. 30, 2021 | Sep. 30, 2021 | |
As Reported [Member] | ||||||
Condensed Cash Flow Statements, Captions [Line Items] | ||||||
Common stock issued in connection with acquisition | $ 9,814,000 | $ 14,014,000 | ||||
Customer digital currency assets | ||||||
Digital assets | ||||||
Customer custodial cash liabilities | ||||||
Customer digital currency liabilities | ||||||
Accounts payable and accrued liabilities | 197,371 | 187,364 | 183,463 | 113,711 | ||
Net cash (used in) provided by operating activities | (305,264) | (304,371) | (328,926) | 295,887 | ||
Effect of exchange rate on cash | 214 | (858) | (3,605) | 239 | ||
Net (decrease) increase in cash | (305,050) | (305,229) | (332,531) | 272,824 | ||
Cash - beginning of period | 355,673 | $ 50,623 | 355,673 | 355,673 | ||
Cash - end of period | 50,623 | 23,142 | 50,444 | 23,142 | 355,673 | |
Adjustment [Member] | ||||||
Condensed Cash Flow Statements, Captions [Line Items] | ||||||
Common stock issued in connection with acquisition | (2,003,142) | (2,861,631) | ||||
Customer digital currency assets | 151,118 | (170,955) | 1,139,351 | (1,201,019) | ||
Digital assets | (214) | (528) | (20,769) | (929) | ||
Customer custodial cash liabilities | (709,188) | 309,542 | 262,180 | 821,653 | ||
Customer digital currency liabilities | (151,118) | 170,955 | (1,139,351) | 1,201,019 | ||
Accounts payable and accrued liabilities | (45,667) | (23,135) | 30,681 | 50,371 | ||
Net cash (used in) provided by operating activities | (755,069) | 285,879 | 272,092 | 871,095 | ||
Effect of exchange rate on cash | 872 | (27,057) | (100,889) | (23,695) | ||
Net (decrease) increase in cash | (754,197) | 258,822 | 171,203 | 847,400 | ||
Cash - beginning of period | 847,400 | 93,203 | 847,400 | 847,400 | ||
Cash - end of period | 93,203 | 1,018,603 | 1,106,222 | 1,018,603 | 847,400 | |
As Restated [Member] | ||||||
Condensed Cash Flow Statements, Captions [Line Items] | ||||||
Common stock issued in connection with acquisition | $ 7,810,858 | 11,152,369 | ||||
Customer digital currency assets | 151,118 | (170,955) | 1,139,351 | (1,201,019) | ||
Digital assets | (214) | (528) | (20,769) | (929) | ||
Customer custodial cash liabilities | (709,188) | 309,542 | 262,180 | 821,653 | ||
Customer digital currency liabilities | (151,118) | 170,955 | (1,139,351) | 1,201,019 | ||
Accounts payable and accrued liabilities | 151,704 | 164,229 | 214,144 | 164,082 | ||
Net cash (used in) provided by operating activities | (1,060,333) | (18,492) | (56,834) | 1,166,982 | ||
Effect of exchange rate on cash | 1,086 | (27,915) | (104,494) | (23,456) | ||
Net (decrease) increase in cash | (1,059,247) | (46,407) | (161,328) | 1,120,224 | ||
Cash - beginning of period | 1,203,073 | 143,826 | 1,203,073 | 1,203,073 | ||
Cash - end of period | $ 143,826 | $ 1,041,745 | $ 1,156,666 | $ 1,041,745 | $ 1,203,073 |
Restatements of Previously Is_7
Restatements of Previously Issued Financial Statements (Details) - Schedule of Consolidated Statement of Operations and Comprehensive Loss - Nukkleus Inc.[Member] - USD ($) | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | ||
Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | Mar. 31, 2022 | Jun. 30, 2022 | Sep. 30, 2021 | |
As Reported [Member] | ||||||
Condensed Statement of Income Captions [Line Items] | ||||||
Cost of revenue - financial services | $ 700,705 | $ 690,184 | $ 1,007,431 | $ 1,697,615 | $ 2,398,320 | $ 762,297 |
Total costs of revenues | 5,425,705 | 5,415,184 | 5,732,431 | 11,147,615 | 16,573,320 | 19,662,297 |
Gross loss - financial services | (348,513) | (401,167) | (678,416) | (1,079,583) | (1,428,096) | (675,333) |
Total gross loss | (273,513) | (326,167) | (603,416) | (929,583) | (1,203,096) | (375,333) |
Professional fees | 911,856 | 1,066,816 | 921,732 | 1,988,548 | 2,900,404 | 396,277 |
Compensation and related benefits | 100,115 | 355,359 | ||||
Other general and administrative | 155,539 | 353,121 | 449,216 | 160,794 | ||
Total operating expenses | 1,380,978 | 1,527,555 | 1,340,207 | 2,867,762 | 4,248,740 | 557,071 |
Adjustment [Member] | ||||||
Condensed Statement of Income Captions [Line Items] | ||||||
Cost of revenue - financial services | (135,072) | (142,465) | (133,226) | (275,691) | (410,763) | (293,011) |
Total costs of revenues | (135,072) | (142,465) | (133,226) | (275,691) | (410,763) | (293,011) |
Gross loss - financial services | 135,072 | 142,465 | 133,226 | 275,691 | 410,763 | 293,011 |
Total gross loss | 135,072 | 142,465 | 133,226 | 275,691 | 410,763 | 293,011 |
Professional fees | 135,071 | 142,465 | 133,226 | 275,691 | 410,762 | 138,559 |
Compensation and related benefits | (9,501) | (9,501) | ||||
Other general and administrative | 9,502 | 9,502 | 154,452 | |||
Total operating expenses | 135,072 | 142,465 | 133,226 | 275,691 | 410,763 | 293,011 |
As Restated [Member] | ||||||
Condensed Statement of Income Captions [Line Items] | ||||||
Cost of revenue - financial services | 565,633 | 547,719 | 874,205 | 1,421,924 | 1,987,557 | 469,286 |
Total costs of revenues | 5,290,633 | 5,272,719 | 5,599,205 | 10,871,924 | 16,162,557 | 19,369,286 |
Gross loss - financial services | (213,441) | (258,702) | (545,190) | (803,892) | (1,017,333) | (382,322) |
Total gross loss | (138,441) | (183,702) | (470,190) | (653,892) | (792,333) | (82,322) |
Professional fees | 1,046,927 | 1,209,281 | 1,054,958 | 2,264,239 | 3,311,166 | 534,836 |
Compensation and related benefits | 90,614 | 345,858 | ||||
Other general and administrative | 165,041 | 353,121 | 458,718 | 315,246 | ||
Total operating expenses | $ 1,516,050 | $ 1,670,020 | $ 1,473,433 | $ 3,143,453 | $ 4,659,503 | $ 850,082 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) | 6 Months Ended | 12 Months Ended | |||||||||||
Feb. 23, 2023 | Jan. 19, 2023 | Oct. 17, 2022 | Jul. 13, 2022 | Mar. 28, 2022 | Jun. 30, 2023 | Dec. 31, 2022 | Jul. 20, 2023 | Jun. 21, 2023 | May 22, 2023 | Mar. 18, 2022 | Dec. 15, 2021 | Jun. 26, 2020 | |
Subsequent Events (Details) [Line Items] | |||||||||||||
Price per share (in Dollars per share) | $ 0.08 | $ 10.6 | $ 10.48 | $ 0.1 | $ 0.1 | $ 0.08 | $ 0.08 | $ 10.3 | $ 10 | ||||
Aggregate amount shares (in Shares) | 2,375,991 | 1,025,281 | 633,792 | 258 | 159,203 | ||||||||
Redemption amount | $ 19,837 | ||||||||||||
Aggregate amount per shares (in Dollars per share) | $ 10.72 | ||||||||||||
Price per shares (in Dollars per share) | $ 0.08 | $ 0.3301 | |||||||||||
Aggregate amount of shares (in Shares) | 1,779 | ||||||||||||
Aggregate price per shares (in Dollars per share) | $ 11.17 | ||||||||||||
Nukkleus [Member] | |||||||||||||
Subsequent Events (Details) [Line Items] | |||||||||||||
Redemption amount | $ 1,706,347 | ||||||||||||
Subsequent Event [Member] | |||||||||||||
Subsequent Events (Details) [Line Items] | |||||||||||||
Aggregate principal amount | $ 21,350 | ||||||||||||
Price per share (in Dollars per share) | $ 0.04 | ||||||||||||
Undertook description | Notwithstanding the Top-up Amount, the Company undertook to increase the amount to be paid into the Trust Account for each monthly extension from $0.04 to $0.0525. Subsequently, the Company has committed to increase the amount to be paid into the Trust Account for any extension from February 23, 2023 to March 23, 2023 and from March 23, 2023 to April 23, 2023 to $0.08 per ordinary share outstanding. | ||||||||||||
Termination shares (in Shares) | 100,000 | ||||||||||||
Aggregate principal amount | $ 32,300 | ||||||||||||
Subsequent Event [Member] | Nukkleus [Member] | |||||||||||||
Subsequent Events (Details) [Line Items] | |||||||||||||
Aggregate principal amount | $ 32,500 |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies (Details) - Schedule of Cash Balances by Geographic Area - Nukkleus Inc.[Member] - USD ($) | 9 Months Ended | 12 Months Ended | ||
Jun. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | |
Schedule of Cash Balances by Geographic Area [Abstract] | ||||
Total cash | $ 142,341 | $ 364,023 | $ 364,023 | |
Cash percentage | 100% | 100% | 100% | 100% |
United States [Member] | ||||
Schedule of Cash Balances by Geographic Area [Abstract] | ||||
Total cash | $ 74,396 | $ 47,860 | $ 47,860 | |
Cash percentage | 52.30% | 13.10% | 13.10% | 81.10% |
United Kingdom [Member] | ||||
Schedule of Cash Balances by Geographic Area [Abstract] | ||||
Total cash | $ 65,636 | $ 315,989 | $ 315,989 | |
Cash percentage | 46.10% | 86.80% | 86.80% | 18.90% |
Lithuania [Member] | ||||
Schedule of Cash Balances by Geographic Area [Abstract] | ||||
Total cash | $ 2,135 | |||
Cash percentage | 1.50% | |||
Malta [Member] | ||||
Schedule of Cash Balances by Geographic Area [Abstract] | ||||
Total cash | $ 174 | $ 174 | $ 174 | |
Cash percentage | 0.10% | 0.10% | 0.10% | 0% |
Summary of Significant Accoun_9
Summary of Significant Accounting Policies (Details) - Schedule of Assets and Liabilities Carried at Fair Value Measured - Nukkleus Inc.[Member] - USD ($) | Sep. 30, 2022 | Sep. 30, 2021 |
Schedule of Assets and Liabilities Carried at Fair Value Measured [Abstract] | ||
Customer digital currency assets | $ 248,214 | $ 1,168,349 |
Customer digital currency liabilities | 248,214 | 1,168,349 |
Quoted Price in Active Markets (Level 1) [Member] | ||
Schedule of Assets and Liabilities Carried at Fair Value Measured [Abstract] | ||
Customer digital currency assets | ||
Customer digital currency liabilities | ||
Significant Other Observable Inputs (Level 2) [Member] | ||
Schedule of Assets and Liabilities Carried at Fair Value Measured [Abstract] | ||
Customer digital currency assets | 248,214 | 1,168,349 |
Customer digital currency liabilities | 248,214 | 1,168,349 |
Significant Unobservable Inputs (Level 3) [Member] | ||
Schedule of Assets and Liabilities Carried at Fair Value Measured [Abstract] | ||
Customer digital currency assets | ||
Customer digital currency liabilities |
Summary of Significant Accou_10
Summary of Significant Accounting Policies (Details) - Schedule of Revenues Are Disaggregated By Segment - Nukkleus Inc.[Member] - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | |
Schedule of Revenues are Disaggregated by Segment [Abstract] | ||||||
General support services | $ 4,800,000 | $ 4,800,000 | $ 14,400,000 | $ 14,400,000 | $ 19,200,000 | $ 19,200,000 |
Financial services | 412,056 | 352,192 | 1,822,388 | 970,224 | 2,313,474 | 86,964 |
Total revenues | $ 5,212,056 | $ 5,152,192 | $ 16,222,388 | $ 15,370,224 | $ 21,513,474 | $ 19,286,964 |
Summary of Significant Accou_11
Summary of Significant Accounting Policies (Details) - Schedule of Potential Diluted Per Share - Nukkleus Inc.[Member] - shares | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | |
Schedule of Diluted Per Share [Abstract] | ||||||
Stock options | 4,350,000 | 5,850,000 | 5,850,000 | 5,850,000 | 5,850,000 | 1,000,000 |
Potentially dilutive security | 4,350,000 | 5,850,000 | 5,850,000 | 5,850,000 | 5,850,000 | 2,250,000 |
Customer Assets and Liabiliti_5
Customer Assets and Liabilities (Details) - Schedule of Cash and Digital Positions - Nukkleus Inc.[Member] - USD ($) | Jun. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2021 |
Schedule of cash and digital positions [Abstract] | |||
Customer custodial cash | $ 1,712,095 | $ 2,020,394 | $ 799,302 |
Customer digital currency assets | 248,214 | 1,168,349 | |
Total customer assets | 1,712,095 | 2,268,608 | 1,967,651 |
Customer custodial cash liabilities | 1,703,893 | 2,020,717 | 799,302 |
Customer digital currency liabilities | 248,214 | 1,168,349 | |
Total customer liabilities | $ 1,703,893 | $ 2,268,931 | $ 1,967,651 |
Customer Assets and Liabiliti_6
Customer Assets and Liabilities (Details) - Schedule of Fair Market Value of Customer Digital Currency Assets - Nukkleus Inc.[Member] - USD ($) | Jun. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2021 |
Schedule of fair market value of customer digital currency assets [Abstract] | |||
Fair value | $ 248,214 | $ 1,168,349 | |
Percentage of total | 100% | 100% | |
Bitcoin [Member] | |||
Schedule of fair market value of customer digital currency assets [Abstract] | |||
Fair value | $ 162,294 | $ 921,684 | |
Percentage of total | 65.40% | 78.90% | |
Stablecoin/USD Coin [Member] | |||
Schedule of fair market value of customer digital currency assets [Abstract] | |||
Fair value | $ 85,897 | $ 246,617 | |
Percentage of total | 34.60% | 21.10% | |
Ethereum [Member] | |||
Schedule of fair market value of customer digital currency assets [Abstract] | |||
Fair value | $ 23 | $ 48 | |
Percentage of total | 0% | 0% | |
Others [Member] | |||
Schedule of fair market value of customer digital currency assets [Abstract] | |||
Fair value | |||
Percentage of total |
Digital Assets (Details) - Sc_2
Digital Assets (Details) - Schedule of Digital Asset - USD ($) | 9 Months Ended | 12 Months Ended | |
Jun. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2021 | |
Digital Assets (Details) - Schedule of Digital Asset [Line Items] | |||
Estimated useful life | |||
Gross carrying amount | $ 1,107 | $ 74,189 | |
Impairment | 774 | ||
Digital assets, net | $ 1,107 | 73,415 | |
Nukkleus Inc.[Member] | |||
Digital Assets (Details) - Schedule of Digital Asset [Line Items] | |||
Estimated useful life | |||
Gross carrying amount | 74,189 | $ 903 | |
Impairment | 774 | ||
Digital assets, net | $ 73,415 | $ 903 | |
Bitcoin [Member] | Nukkleus Inc.[Member] | |||
Digital Assets (Details) - Schedule of Digital Asset [Line Items] | |||
Estimated useful life | Indefinite | Indefinite | Indefinite |
Gross carrying amount | $ 218 | $ 63,377 | $ 192 |
Impairment | 774 | ||
Digital assets, net | $ 218 | $ 62,603 | $ 192 |
Ethereum [Member] | Nukkleus Inc.[Member] | |||
Digital Assets (Details) - Schedule of Digital Asset [Line Items] | |||
Estimated useful life | Indefinite | Indefinite | Indefinite |
Gross carrying amount | $ 487 | $ 1,289 | $ 711 |
Impairment | |||
Digital assets, net | $ 487 | $ 1,289 | $ 711 |
Stablecoin/USD Coin [Member] | Nukkleus Inc.[Member] | |||
Digital Assets (Details) - Schedule of Digital Asset [Line Items] | |||
Estimated useful life | Indefinite | Indefinite | |
Gross carrying amount | $ 308 | $ 9,417 | |
Impairment | |||
Digital assets, net | $ 308 | $ 9,417 | |
Other [Member] | Nukkleus Inc.[Member] | |||
Digital Assets (Details) - Schedule of Digital Asset [Line Items] | |||
Estimated useful life | Indefinite | Indefinite | |
Gross carrying amount | $ 94 | $ 106 | |
Impairment | |||
Digital assets, net | $ 94 | $ 106 |
Note Receivable (Details)
Note Receivable (Details) - Nukkleus Inc.[Member] - USD ($) | Jun. 30, 2023 | Sep. 30, 2022 |
Note Receivable (Details) [Line Items] | ||
Aggregate principal amount | $ 154,150 | |
Fixed interest rate | 0% | 0% |
Intangible Assets (Details) -_3
Intangible Assets (Details) - Schedule of Intangible Assets - USD ($) | 9 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Sep. 30, 2022 | |
Schedule of Intangible Assets [Abstract] | ||
Balance of intangible assets | $ 11,277,599 | $ 11,235,008 |
Less: accumulated amortization | (4,938,578) | (3,159,903) |
Balance of intangible assets, Total | $ 6,339,021 | 8,075,105 |
Trade names [Member] | ||
Schedule of Intangible Assets [Abstract] | ||
Useful Life, Trade names | 3 years | |
Balance of Trade names | $ 784,246 | 784,246 |
Regulatory licenses [Member] | ||
Schedule of Intangible Assets [Abstract] | ||
Useful Life, Regulatory licenses | 3 years | |
Balance of Regulatory licenses | $ 181,342 | 138,751 |
Technology [Member] | ||
Schedule of Intangible Assets [Abstract] | ||
Useful Life, Technology | 5 years | |
Balance of Technology | $ 10,300,774 | 10,300,774 |
Software [Member] | ||
Schedule of Intangible Assets [Abstract] | ||
Useful Life, Software | 3 years | |
Balance of Software | $ 11,237 | $ 11,237 |
Intangible Assets (Details) -_4
Intangible Assets (Details) - Schedule of Amortization of Intangible Assets Attributable to Future Periods | Jun. 30, 2023 USD ($) |
Schedule of Amortization of Intangible Assets Attributable to Future Periods [Abstract] | |
2024 | $ 2,360,124 |
2025 | 2,076,224 |
2026 | 1,902,673 |
2027 and thereafter | |
Total | $ 6,339,021 |
Accrued Liabilities and Other_4
Accrued Liabilities and Other Payables (Details) - Schedule of Accrued Liabilities and Other Payables - Nukkleus Inc.[Member] - USD ($) | Jun. 30, 2023 | Sep. 30, 2022 |
Schedule of accounts payable and accrued liabilities [Abstract] | ||
Unearned revenue | $ 203,222 | |
Others | 19,181 | 29,133 |
Total | $ 19,181 | $ 232,355 |
Share Capital (Details) - Sch_4
Share Capital (Details) - Schedule of Common Stock Issuable Upon Exercise of Options Outstanding - Nukkleus Inc.[Member] - $ / shares | 12 Months Ended | |
Jun. 30, 2023 | Sep. 30, 2022 | |
Options Outstanding [Member] | Exercise Price 0.09 – 0.45 [Member] | ||
Share Capital (Details) - Schedule of Common Stock Issuable Upon Exercise of Options Outstanding [Line Items] | ||
Number Outstanding at December 31, 2022 (in Shares) | 3,350,000 | |
Weighted Average Remaining Contractual Life (Years) | 3 years 6 months 3 days | |
Weighted Average Exercise Price | $ 0.13 | |
Options Outstanding [Member] | Exercise Price 2.50 [Member] | ||
Share Capital (Details) - Schedule of Common Stock Issuable Upon Exercise of Options Outstanding [Line Items] | ||
Range of Exercise Price | $ 2.5 | $ 2.5 |
Number Outstanding at December 31, 2022 (in Shares) | 1,000,000 | 1,000,000 |
Weighted Average Remaining Contractual Life (Years) | 3 years 2 months 19 days | 3 years 11 months 19 days |
Weighted Average Exercise Price | $ 2.5 | $ 2.5 |
Options Outstanding [Member] | Exercise Price 0.09 – 2.50 [Member] | ||
Share Capital (Details) - Schedule of Common Stock Issuable Upon Exercise of Options Outstanding [Line Items] | ||
Number Outstanding at December 31, 2022 (in Shares) | 4,350,000 | 5,850,000 |
Weighted Average Remaining Contractual Life (Years) | 3 years 5 months 8 days | 3 years 2 months 4 days |
Weighted Average Exercise Price | $ 0.67 | $ 0.67 |
Options Outstanding [Member] | Minimum [Member] | Exercise Price 0.09 – 0.45 [Member] | ||
Share Capital (Details) - Schedule of Common Stock Issuable Upon Exercise of Options Outstanding [Line Items] | ||
Range of Exercise Price | 0.09 | |
Options Outstanding [Member] | Minimum [Member] | Exercise Price 0.09 – 2.50 [Member] | ||
Share Capital (Details) - Schedule of Common Stock Issuable Upon Exercise of Options Outstanding [Line Items] | ||
Range of Exercise Price | 0.09 | 0.09 |
Options Outstanding [Member] | Maximum [Member] | Exercise Price 0.09 – 0.45 [Member] | ||
Share Capital (Details) - Schedule of Common Stock Issuable Upon Exercise of Options Outstanding [Line Items] | ||
Range of Exercise Price | 0.45 | |
Options Outstanding [Member] | Maximum [Member] | Exercise Price 0.09 – 2.50 [Member] | ||
Share Capital (Details) - Schedule of Common Stock Issuable Upon Exercise of Options Outstanding [Line Items] | ||
Range of Exercise Price | $ 2.5 | $ 2.5 |
Options Exercisable [Member] | Exercise Price 0.09 – 0.45 [Member] | ||
Share Capital (Details) - Schedule of Common Stock Issuable Upon Exercise of Options Outstanding [Line Items] | ||
Number Exercisable at December 31, 2022 (in Shares) | 1,150,000 | |
Weighted Average Exercise Price | $ 0.13 | |
Options Exercisable [Member] | Exercise Price 2.50 [Member] | ||
Share Capital (Details) - Schedule of Common Stock Issuable Upon Exercise of Options Outstanding [Line Items] | ||
Number Exercisable at December 31, 2022 (in Shares) | 1,000,000 | 1,000,000 |
Weighted Average Exercise Price | $ 2.5 | $ 2.5 |
Options Exercisable [Member] | Exercise Price 0.09 – 2.50 [Member] | ||
Share Capital (Details) - Schedule of Common Stock Issuable Upon Exercise of Options Outstanding [Line Items] | ||
Number Exercisable at December 31, 2022 (in Shares) | 2,150,000 | 2,050,000 |
Weighted Average Exercise Price | $ 1.23 | $ 1.27 |
Share Capital (Details) - Sch_5
Share Capital (Details) - Schedule of Stock Option Activities - Nukkleus Inc.[Member] - $ / shares | 9 Months Ended | 12 Months Ended | |
Jun. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2021 | |
Share Capital (Details) - Schedule of Stock Option Activities [Line Items] | |||
Number of Options outstanding | 5,850,000 | ||
Weighted Average Exercise Price outstanding | $ 0.67 | ||
Number of Options Granted | 4,850,000 | 1,000,000 | |
Weighted Average Exercise Price Granted | $ 0.29 | $ 2.5 | |
Number of Options Expired | (1,500,000) | ||
Weighted Average Exercise Price Options Expired | $ (0.67) | ||
Number of Options outstanding | 4,350,000 | 5,850,000 | |
Weighted Average Exercise Price outstanding | $ 0.67 | $ 0.67 | |
Number of Options exercisable | 2,150,000 | 2,050,000 | |
Weighted Average Exercise Price Options exercisable | $ 1.23 | $ 1.27 | |
Number of Options expected to vest | shares | 2,200,000 | 3,800,000 | |
Weighted Average Exercise Price Options expected to vest | $ / shares | $ 0.12 | $ 0.35 |
Share Capital (Details) - Sch_6
Share Capital (Details) - Schedule of Nonvested Stock Options Granted - Nukkleus Inc.[Member] - $ / shares | 9 Months Ended | 12 Months Ended | |
Jun. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2021 | |
Share Capital (Details) - Schedule of Nonvested Stock Options Granted [Line Items] | |||
Number of Options Nonvested Beginning | 3,800,000 | 1,000,000 | |
Weighted Average Exercise Price Nonvested Beginning | $ 0.35 | $ 2.5 | |
Number of Options Granted | 4,850,000 | 1,000,000 | |
Weighted Average Exercise Price Granted | $ 0.29 | $ 2.5 | |
Number of Options Vested | (1,600,000) | (2,050,000) | |
Weighted Average Exercise Price Vested | $ (0.65) | $ (1.27) | |
Number of Options Nonvested Ending | 2,200,000 | 3,800,000 | 1,000,000 |
Weighted Average Exercise Price Nonvested Ending | $ 0.12 | $ 0.35 | $ 2.5 |
Related Party Transactions (D_5
Related Party Transactions (Details) - Schedule of General Support Services Provided to the Related Party - Nukkleus Inc.[Member] - USD ($) | 3 Months Ended | 9 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Service provided to: | ||||
Service provided to related parties | $ 4,800,000 | $ 4,800,000 | $ 14,400,000 | $ 14,400,000 |
Service received from: | ||||
Service received from related parties | 4,675,000 | 4,725,000 | 14,125,000 | 14,175,000 |
TCM [Member] | ||||
Service provided to: | ||||
Service provided to related parties | 4,800,000 | 4,800,000 | 14,400,000 | 14,400,000 |
FXDIRECT [Member] | ||||
Service received from: | ||||
Service received from related parties | $ 4,675,000 | $ 4,725,000 | $ 14,125,000 | $ 14,175,000 |
Related Party Transactions (D_6
Related Party Transactions (Details) - Schedule of Due From Related Parties - Nukkleus Inc.[Member] - USD ($) | Jun. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2021 | |
Related Party Transactions (Details) - Schedule of Due From Related Parties [Line Items] | ||||
Due from related parties | $ 308,461 | $ 931,136 | $ 2,617,873 | |
Digiclear [Member] | ||||
Related Party Transactions (Details) - Schedule of Due From Related Parties [Line Items] | ||||
Due from related parties | 229,837 | 35,762 | ||
Jacobi [Member] | ||||
Related Party Transactions (Details) - Schedule of Due From Related Parties [Line Items] | ||||
Due from related parties | 24,422 | |||
FXDD Mauritius [Member] | ||||
Related Party Transactions (Details) - Schedule of Due From Related Parties [Line Items] | ||||
Due from related parties | [1] | 3,012 | ||
TCM [Member] | ||||
Related Party Transactions (Details) - Schedule of Due From Related Parties [Line Items] | ||||
Due from related parties | $ 51,190 | $ 895,374 | $ 2,473,177 | |
[1]FXDD Mauritius is controlled by Emil Assentato, the Company’s chief executive officer, chief financial officer and chairman. |
Related Party Transactions (D_7
Related Party Transactions (Details) - Schedule of Due to Related Parties - Nukkleus Inc.[Member] - USD ($) | 9 Months Ended | ||
Jun. 30, 2023 | Sep. 30, 2022 | ||
Variable Interest Entity [Line Items] | |||
Due to related parties | $ 5,100,131 | $ 4,514,063 | |
Forexware LLC [Member] | |||
Variable Interest Entity [Line Items] | |||
Due to related parties | [1] | 1,211,665 | 1,079,229 |
FXDIRECT [Member] | |||
Variable Interest Entity [Line Items] | |||
Due to related parties | 3,289,537 | 3,042,101 | |
Currency Mountain Holdings Bermuda, Limited (“CMH”) [Member] | |||
Variable Interest Entity [Line Items] | |||
Due to related parties | 42,000 | 42,000 | |
FXDD Trading [Member] | |||
Variable Interest Entity [Line Items] | |||
Due to related parties | [1] | 498,963 | 242,113 |
Markets Direct Payments [Member] | |||
Variable Interest Entity [Line Items] | |||
Due to related parties | [1] | 2,415 | 2,114 |
Match Fintech Limited [Member] | |||
Variable Interest Entity [Line Items] | |||
Due to related parties | [2] | $ 55,551 | $ 106,506 |
[1]Forexware LLC, FXDD Trading, and Markets Direct Payments are controlled by Emil Assentato, the Company’s chief executive officer, chief financial officer and chairman.[2]Match Fintech Limited is controlled by affiliates of the Company. |
Concentrations (Details) - Sc_2
Concentrations (Details) - Schedule of Customer and Supplier Revenues - Nukkleus Inc.[Member] | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | |
Customer A [Member] | ||||||
Revenue, Major Customer [Line Items] | ||||||
Related party | 92.10% | 93.20% | 88.80% | 93.70% | 89.20% | 99.50% |
Supplier A [Member] | ||||||
Revenue, Major Customer [Line Items] | ||||||
Related party | 87.10% | 89.30% | 86.70% | 87.70% | 85.20% | 97.60% |
Segment Information (Details)_3
Segment Information (Details) - Schedule of Reportable Business Segments - Nukkleus Inc.[Member] - USD ($) | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||||
Jun. 30, 2023 | Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | Mar. 31, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | |
Schedule of Reportable Business Segments [Abstract] | |||||||||
Revenues | $ 5,212,056 | $ 5,152,192 | $ 16,222,388 | $ 15,370,224 | $ 21,513,474 | $ 19,286,964 | |||
Costs of revenues | 5,370,074 | 5,290,633 | 16,287,317 | 16,162,557 | 22,174,870 | 19,369,286 | |||
Gross profit (loss) | (158,018) | (138,441) | (64,929) | (792,333) | (661,396) | (82,322) | |||
Operating expenses | 1,054,783 | 1,516,050 | 3,090,731 | 4,659,503 | 10,480,928 | 850,082 | |||
Corporate/Other | 3,057 | 6,345 | 703,333 | 4,442 | |||||
Net income (loss) | (1,209,744) | (3,149,315) | (11,845,657) | (936,846) | |||||
Amortization | 592,892 | 1,778,675 | 2,690,617 | 469,286 | |||||
General Support Services [Member] | |||||||||
Schedule of Reportable Business Segments [Abstract] | |||||||||
Revenues | 4,800,000 | 14,400,000 | 19,200,000 | 19,200,000 | |||||
Costs of revenues | 4,675,000 | 14,125,000 | 18,900,000 | 18,900,000 | |||||
Gross profit (loss) | 125,000 | 275,000 | 300,000 | 300,000 | |||||
Net income (loss) | 125,000 | 275,000 | 300,000 | 300,000 | |||||
Financial Services [Member] | |||||||||
Schedule of Reportable Business Segments [Abstract] | |||||||||
Revenues | 412,056 | 1,822,388 | 2,313,474 | 86,964 | |||||
Costs of revenues | 695,074 | 2,162,317 | 3,274,870 | 469,286 | |||||
Gross profit (loss) | (283,018) | (339,929) | (961,396) | (382,322) | |||||
Operating expenses | 558,228 | 1,595,955 | 1,808,399 | 376,955 | |||||
Corporate/Other | 3,057 | 6,345 | 12,792 | 272 | |||||
Net income (loss) | (838,189) | (1,929,539) | (2,782,587) | (759,549) | |||||
Amortization | 591,955 | 1,775,865 | $ 2,687,808 | 469,286 | |||||
Corporate/Other [Member] | |||||||||
Schedule of Reportable Business Segments [Abstract] | |||||||||
Operating expenses | 496,555 | 1,494,776 | |||||||
Corporate/Other | |||||||||
Net income (loss) | (496,555) | (1,494,776) | |||||||
Amortization | $ 937 | $ 2,810 | |||||||
As Restated [Member] | |||||||||
Schedule of Reportable Business Segments [Abstract] | |||||||||
Revenues | 5,152,192 | 15,370,224 | |||||||
Costs of revenues | 5,290,633 | $ 5,272,719 | $ 5,599,205 | $ 10,871,924 | 16,162,557 | 19,369,286 | |||
Gross profit (loss) | (138,441) | (183,702) | (470,190) | (653,892) | (792,333) | (82,322) | |||
Operating expenses | 1,516,050 | $ 1,670,020 | $ 1,473,433 | $ 3,143,453 | 4,659,503 | $ 850,082 | |||
Corporate/Other | (331,796) | (405,904) | |||||||
Net income (loss) | (1,986,287) | (5,857,740) | |||||||
Amortization | 592,892 | 2,097,726 | |||||||
As Restated [Member] | General Support Services [Member] | |||||||||
Schedule of Reportable Business Segments [Abstract] | |||||||||
Revenues | 4,800,000 | 14,400,000 | |||||||
Costs of revenues | 4,725,000 | 14,175,000 | |||||||
Gross profit (loss) | 75,000 | 225,000 | |||||||
Net income (loss) | 75,000 | 225,000 | |||||||
As Restated [Member] | Financial Services [Member] | |||||||||
Schedule of Reportable Business Segments [Abstract] | |||||||||
Revenues | 352,192 | 970,224 | |||||||
Costs of revenues | 565,633 | 1,987,557 | |||||||
Gross profit (loss) | (213,441) | (1,017,333) | |||||||
Operating expenses | 390,525 | 1,347,503 | |||||||
Corporate/Other | (918) | (3,319) | |||||||
Net income (loss) | (604,884) | (2,368,155) | |||||||
Amortization | 591,955 | 2,095,853 | |||||||
As Restated [Member] | Corporate/Other [Member] | |||||||||
Schedule of Reportable Business Segments [Abstract] | |||||||||
Operating expenses | 1,125,525 | 3,312,000 | |||||||
Corporate/Other | (330,878) | (402,585) | |||||||
Net income (loss) | (1,456,403) | (3,714,585) | |||||||
Amortization | $ 937 | $ 1,873 |
Segment Information (Details)_4
Segment Information (Details) - Schedule of Total Assets - Nukkleus Inc.[Member] - USD ($) | Jun. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2021 |
Schedule of Total Assets [Abstract] | |||
Total assets | $ 15,346,878 | $ 18,364,904 | $ 18,676,488 |
Financial services [Member] | |||
Schedule of Total Assets [Abstract] | |||
Total assets | 8,203,817 | 10,768,309 | 15,719,792 |
Corporate/Other [Member] | |||
Schedule of Total Assets [Abstract] | |||
Total assets | $ 7,143,061 | $ 7,596,595 | $ 2,956,696 |
Summary of Significant Accou_12
Summary of Significant Accounting Policies (Details) - Schedule of Ordinary Shares Reflected in the Balance Sheets - USD ($) | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule of ordinary shares reflected in the balance sheets [Abstract] | |||
Ordinary shares subject to possible redemption Beginning | $ 46,000,000 | ||
Add: Accretion of carrying value to redemption value | 7,687 | ||
Add: Reclassification of temporary equity | 1,380,000 | ||
Ordinary shares subject to possible redemption Ending | $ 6,055,016 | $ 47,387,687 | |
Less: Redemption of 633,792 shares | (6,529,259) | ||
Less: Redemption of 1,025,281 shares | (10,742,905) | ||
Less: Redemption of 2,375,991 shares | (25,180,851) | ||
Add: Accretion of carrying value to redemption value | 64,950 | ||
Add: Reclassification of temporary equity | 183,700 | 1,055,394 |
Summary of Significant Accou_13
Summary of Significant Accounting Policies (Details) - Schedule of Ordinary Shares Reflected in the Balance Sheets (Parentheticals) | 12 Months Ended |
Dec. 31, 2022 shares | |
Schedule of ordinary shares reflected in the balance sheets [Abstract] | |
Redemption of shares | 633,792 |
Redemption of shares | 1,025,281 |
Redemption of shares | 2,375,991 |
Summary of Significant Accou_14
Summary of Significant Accounting Policies (Details) - Schedule of Redeemable Ordinary Shares - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule of redeemable ordinary shares [Abstract] | ||||||
Net loss | $ (122,363) | $ (35,544) | $ (342,866) | $ (495,826) | $ (967,614) | $ (599,127) |
Weighted average shares outstanding, basic | 1,915,531 | 5,477,208 | 1,932,251 | 5,755,372 | 4,636,222 | 6,111,000 |
Basic net loss per ordinary share | $ (0.06) | $ (0.01) | $ (0.18) | $ (0.09) | $ (0.21) | $ (0.1) |
Summary of Significant Accou_15
Summary of Significant Accounting Policies (Details) - Schedule of Redeemable Ordinary Shares (Parentheticals) - $ / shares | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule of redeemable ordinary shares [Abstract] | ||||||
Weighted average shares outstanding, diluted | 1,915,531 | 5,477,208 | 1,932,251 | 5,755,372 | 4,636,222 | 6,111,000 |
Diluted net loss per ordinary share | $ (0.06) | $ (0.01) | $ (0.18) | $ (0.09) | $ (0.21) | $ (0.10) |
Initial Public Offering (Detail
Initial Public Offering (Details) | 1 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2020 USD ($) $ / shares | Jun. 30, 2020 USD ($) $ / shares | Jun. 30, 2023 $ / shares shares | Jun. 30, 2020 USD ($) shares | Dec. 31, 2022 $ / shares shares | Dec. 15, 2021 shares | |
Initial Public Offering (Details) [Line Items] | ||||||
Shares issued (in Shares) | shares | 20,000,000 | |||||
Initial Public Offering [Member] | ||||||
Initial Public Offering (Details) [Line Items] | ||||||
Shares issued (in Shares) | shares | 4,000,000 | 4,000,000 | ||||
Price per unit | $ / shares | 10 | 10 | ||||
Over-Allotment Option [Member] | ||||||
Initial Public Offering (Details) [Line Items] | ||||||
Price per unit | $ / shares | 10 | 10 | ||||
Additional purchase units (in Shares) | shares | 600,000 | |||||
Additional purchase units (in Dollars) | $ | $ 600,000 | $ 600,000 | $ 600,000 | |||
Public Warrant [Member] | ||||||
Initial Public Offering (Details) [Line Items] | ||||||
Exercise price per share (in Dollars per share) | $ / shares | $ 11.5 | $ 11.5 |
Private Placement (Details)
Private Placement (Details) - USD ($) | 1 Months Ended | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2020 | Jun. 30, 2023 | Dec. 31, 2022 | Dec. 15, 2021 | |
Private Placement (Details) [Line Items] | ||||
Price of per private unit | $ 0.08 | $ 0.3301 | ||
Over-Allotment Option [Member] | ||||
Private Placement (Details) [Line Items] | ||||
Aggregate amount | 21,000 | |||
Price per share | $ 10 | |||
Aggregate purchase price | $ 210,000 | |||
Additional purchased units | 21,000 | |||
Price of per private unit | $ 10 | |||
Sponsor [Member] | ||||
Private Placement (Details) [Line Items] | ||||
Aggregate amount | 240,000 | 240,000 | ||
Price per share | $ 10 | |||
Aggregate purchase price | $ 2,400,000 | $ 2,400,000 | ||
Price of per private unit | $ 10 |
Shareholders_ Equity (Details)
Shareholders’ Equity (Details) - USD ($) | 1 Months Ended | 6 Months Ended | 12 Months Ended | |
Jun. 26, 2020 | Jun. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Shareholders’ Equity (Details) [Line Items] | ||||
Ordinary shares vote | one | |||
Ordinary shares issued | 1,511,000 | 1,511,000 | 1,511,000 | |
Ordinary shares outstanding | 1,511,000 | 1,511,000 | 1,511,000 | |
Ordinary shares subject to possible redemption | 405,475 | 564,936 | 4,600,000 | |
Warrants expiry term | 5 years | 5 years | ||
Aggregate price per share (in Dollars per share) | $ 10.93 | |||
Private Placement [Member] | ||||
Shareholders’ Equity (Details) [Line Items] | ||||
Description of warrants for redemption | The Company may call the warrants for redemption (excluding the Private Warrants), in whole and not in part, at a price of $0.01 per warrant:• at any time while the Public Warrants are exercisable,• upon not less than 30 days’ prior written notice of redemption to each Public Warrant holder,• if, and only if, the reported last sale price of the ordinary shares equals or exceeds $16.50 per share, for any 20 trading days within a 30-trading day period ending on the third trading day prior to the notice of redemption to Public Warrant holders, and• if, and only if, there is a current registration statement in effect with respect to the ordinary shares underlying such warrants at the time of redemption and for the entire 30-day trading period referred to above and continuing each day thereafter until the date of redemption. | |||
Initial Public Offering [Member] | ||||
Shareholders’ Equity (Details) [Line Items] | ||||
Aggregate price per share (in Dollars per share) | $ 10 | $ 10 | ||
Fair value price (in Dollars) | $ 40,000,000 | |||
Private Warrants [Member] | ||||
Shareholders’ Equity (Details) [Line Items] | ||||
Description of warrants for redemption | The Company may call the warrants for redemption (excluding the Private Warrants), in whole and not in part, at a price of $0.01 per warrant:• at any time while the Public Warrants are exercisable,• upon not less than 30 days’ prior written notice of redemption to each Public Warrant holder,• if, and only if, the reported last sale price of the ordinary shares equals or exceeds $16.50 per share, for any 20 trading days within a 30-trading day period ending on the third trading day prior to the notice of redemption to Public Warrant holders, and• if, and only if, there is a current registration statement in effect with respect to the ordinary shares underlying such warrants at the time of redemption and for the entire 30-day trading period referred to above and continuing each day thereafter until the date of redemption. | |||
Common Stock [Member] | ||||
Shareholders’ Equity (Details) [Line Items] | ||||
Ordinary shares issued | 1,511,000 | |||
Ordinary shares outstanding | 405,475 | 1,511,000 | ||
Ordinary shares subject to possible redemption | 564,936 | 4,600,000 | ||
Early Bird Capital [Member] | ||||
Shareholders’ Equity (Details) [Line Items] | ||||
Purchase of ordinary shares | 100,000 | 100,000 | ||
Founder Shares [Member] | ||||
Shareholders’ Equity (Details) [Line Items] | ||||
Fair value price (in Dollars) | $ 2,200 | $ 2,200 | ||
Business Combination [Member] | ||||
Shareholders’ Equity (Details) [Line Items] | ||||
Business combination description | In addition, if (x) the Company issues additional ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of a Business Combination at an issue price or effective issue price of less than $9.20 per share (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the initial shareholders or their affiliates, without taking into account any Founder Shares held by the initial shareholders or such affiliates, as applicable, 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 a Business Combination on the date of the consummation of a Business Combination (net of redemptions), and (z) the volume weighted average trading price of the ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates a 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 $16.50 per share redemption trigger price described above 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 ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of a Business Combination at an issue price or effective issue price of less than $9.20 per share (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the initial shareholders or their affiliates, without taking into account any Founder Shares held by the initial shareholders or such affiliates, as applicable, 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 a Business Combination on the date of the consummation of a Business Combination (net of redemptions), and (z) the volume weighted average trading price of the ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates a 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 $16.50 per share redemption trigger price described above will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price. |
Derivative Warrant Liabilities
Derivative Warrant Liabilities (Details) - shares | Jun. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |||
Private warrants outstanding | 261,000 | 261,000 | 261,000 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | ||||
Fair value of warrant liabilities | $ 460 | $ 61,383 | $ 169,836 | $ 67,155 |
Fair Value Measurements (Deta_2
Fair Value Measurements (Details) - Schedule of Fair Value on a Recurring Basis - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Level 1 [Member] | |||
Assets: | |||
Trust Account – U.S. Treasury Securities Money Market Fund | $ 47,387,687 | ||
Level 3 [Member] | |||
Liabilities: | |||
Derivative Warrant Liability – Private Warrant | $ 10,643 | $ 180,479 |
Fair Value Measurements (Deta_3
Fair Value Measurements (Details) - Schedule of Level 3 Fair Value Measurements Inputs - $ / shares | 6 Months Ended | 12 Months Ended | |
Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule of Level 3 fair value measurements inputs [Abstract] | |||
Volatility | 3.18% | 3.40% | 10.50% |
Share price (in Dollars per share) | $ 11.3 | $ 10.72 | $ 10.2 |
Expected life of the warrants to convert | 5 years 21 days | 5 years 2 months 23 days | 5 years 6 months 21 days |
Risk free rate | 4.17% | 4.04% | 1.37% |
Dividend yield | 0% | 0% | 0% |
Fair Value Measurements (Deta_4
Fair Value Measurements (Details) - Schedule of Fair Value of the Derivative Warrant Liabilities - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule of fair value of the derivative warrant liabilities [Abstract] | ||
Derivative Warrant Liabilities at beginning | $ 180,479 | $ 247,634 |
Change in fair value of derivative warrant liabilities | (169,836) | (67,155) |
Derivative Warrant Liabilities at ending | $ 10,643 | $ 180,479 |
Summary of Significant Accou_16
Summary of Significant Accounting Policies (Details) - Schedule of Ordinary Shares Reflected in the Balance Sheets - USD ($) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Schedule of Ordinary Shares Reflected in the Balance Sheets [Abstract] | ||
Ordinary shares subject to possible redemption as of Beginning (in Dollars) | $ 6,055,016 | $ 47,387,687 |
Less: Redemption of 633,792 shares | (6,529,259) | |
Less: Redemption of 1,025,281 shares | (10,742,905) | |
Less: Redemption of 2,375,991 shares | (25,180,851) | |
Add: Accretion of carrying value to redemption value | 64,950 | |
Add: Reclassification of temporary equity | 1,055,394 | |
Less: Redemption of 159,203 shares | (1,706,347) | |
Less: Redemption of 258 shares | (2,821) | |
Add: Reclassification of temporary equity | 183,700 | 1,055,394 |
Ordinary shares subject to possible redemption Ending (in Dollars) | $ 4,529,548 | $ 6,055,016 |
Summary of Significant Accou_17
Summary of Significant Accounting Policies (Details) - Schedule of Ordinary Shares Reflected in the Balance Sheets (Parentheticals) - shares | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Schedule of Ordinary Shares Reflected in the Balance Sheets [Abstract] | ||
Redemption of shares | 633,792 | |
Redemption of shares | 1,025,281 | |
Redemption of shares | 2,375,991 | |
Redemption of shares | 159,203 | |
Redemption of shares | 258 |
Summary of Significant Accou_18
Summary of Significant Accounting Policies (Details) - Schedule of Redeemable Ordinary Shares - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule of Redeemable Ordinary Shares [Abstract] | ||||||
Net loss | $ (122,363) | $ (35,544) | $ (342,866) | $ (495,826) | $ (967,614) | $ (599,127) |
Weighted average shares outstanding, basic and diluted | 1,915,531 | 5,477,208 | 1,932,251 | 5,755,372 | 4,636,222 | 6,111,000 |
Basic and diluted net loss per ordinary share | $ (0.06) | $ (0.01) | $ (0.18) | $ (0.09) | $ (0.21) | $ (0.1) |
Summary of Significant Accou_19
Summary of Significant Accounting Policies (Details) - Schedule of Redeemable Ordinary Shares (Parentheticals) - $ / shares | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule of Redeemable Ordinary Shares [Abstract] | ||||||
Weighted average shares outstanding, diluted | 1,915,531 | 5,477,208 | 1,932,251 | 5,755,372 | 4,636,222 | 6,111,000 |
Diluted net loss per ordinary share | $ (0.06) | $ (0.01) | $ (0.18) | $ (0.09) | $ (0.21) | $ (0.10) |
Fair Value Measurements (Deta_5
Fair Value Measurements (Details) - Schedule of Fair Value on a Recurring Basis - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Level 1 [Member] | |||
Assets: | |||
Trust Account – U.S. Treasury Securities Money Market Fund | $ 47,387,687 | ||
Level 3 [Member] | |||
Liabilities: | |||
Derivative Warrant Liability – Private Warrant | $ 10,183 | $ 10,643 |
Fair Value Measurements (Deta_6
Fair Value Measurements (Details) - Schedule of Level 3 Fair Value Measurements Inputs - $ / shares | 6 Months Ended | 12 Months Ended | |
Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule of Level 3 fair value measurements inputs [Abstract] | |||
Volatility | 3.18% | 3.40% | 10.50% |
Share price (in Dollars per share) | $ 11.3 | $ 10.72 | $ 10.2 |
Expected life of the warrants to convert | 5 years 21 days | 5 years 2 months 23 days | 5 years 6 months 21 days |
Risk free rate | 4.17% | 4.04% | 1.37% |
Dividend yield | 0% | 0% | 0% |
Fair Value Measurements (Deta_7
Fair Value Measurements (Details) - Schedule of Fair Value of the Derivative Warrant Liabilities - USD ($) | 3 Months Ended | |||
Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2022 | Mar. 31, 2022 | |
Schedule of fair value of the derivative warrant liabilities [Abstract] | ||||
Derivative warrant liabilities at beginning | $ 11,568 | $ 10,643 | $ 175,438 | $ 180,479 |
Change in fair value of derivative warrant liabilities | (1,385) | 925 | (56,342) | (5,041) |
Derivative Warrant Liabilities at ending | $ 10,183 | $ 11,568 | $ 119,096 | $ 175,438 |