Viveon Health Acquisition (VHAQ) 10-K/A 21 Feb 24 2022 FY Annual report (amended) Financial data

Cover

Cover - USD ($)	12 Months Ended
	Dec. 31, 2022	Feb. 21, 2024	Jun. 30, 2022
Document Type	10-K/A
Amendment Flag	true
Amendment Description	Viveon Health Acquisition Corp. (the “Company,” “we”, “our” or “us”) is filing this Amendment No. 1 to its Annual Report on Form 10-K/A (this “Amendment”) to amend its Annual Report on Form 10-K for the fiscal year ended December 31, 2022, originally filed with the Securities and Exchange Commission (the “SEC”), on August 24, 2023 (the “Original 10-K”), to (1) restate its financial statements as of December 31, 2022 and for the fiscal year ended December 31, 2022, and  its  condensed consolidated financial statements as of and for the periods ended (a) March 31, 2022 filed on Form 10-Q with the SEC on June 13, 2022, as amended on Form 10-Q/A filed with the SEC on September 8, 2022 (the “March 10-Q), (b) June 30, 2022, filed on Form 10-Q with the SEC on August 19, 2022, as amended on Form 10-Q/A filed with the SEC on September 8, 2022 and (c) September 30, 2022, filed on Form 10-Q with the SEC on November 21, 2022 (collectively and together with the Original 10-K, the “Original Financial Statements”) which should no longer be relied upon are being restated herein and to (2) describe the restatement and its impact on previously reported amounts.
Document Annual Report	true
Document Transition Report	false
Document Period End Date	Dec. 31, 2022
Document Fiscal Period Focus	FY
Document Fiscal Year Focus	2022
Current Fiscal Year End Date	--12-31
Entity File Number	001-39827
Entity Registrant Name	VIVEON HEALTH ACQUISITION CORP.
Entity Central Index Key	0001823857
Entity Tax Identification Number	85-2788202
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	3480 Peachtree Road NE
Entity Address, Address Line Two	2nd Floor - Suite #112
Entity Address, City or Town	Atlanta,
Entity Address, State or Province	GA
Entity Address, Postal Zip Code	30326
City Area Code	(404)
Local Phone Number	861-5393
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	No
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Entity Shell Company	true
Entity Public Float			$ 103,157,271
Entity Common Stock, Shares Outstanding		6,648,665
ICFR Auditor Attestation Flag	false
Document Financial Statement Error Correction [Flag]	false
Auditor Firm ID	688
Auditor Name	Marcum LLP
Auditor Location	New York, NY
Common Stock [Member]
Title of 12(b) Security	Common Stock
Trading Symbol	VHAQ
Security Exchange Name	NYSEAMER
Warrants [Member]
Title of 12(b) Security	Warrants
Trading Symbol	VHAQW
Security Exchange Name	NYSEAMER
Units [Member]
Title of 12(b) Security	Units
Trading Symbol	VHAQ
Security Exchange Name	NYSEAMER
Rights [Member]
Title of 12(b) Security	Rights
Trading Symbol	VHAQR
Security Exchange Name	NYSEAMER

Consolidated Balance Sheets

Consolidated Balance Sheets - USD ($)	Dec. 31, 2022	[1]	Dec. 31, 2021
Current assets:
Cash and cash equivalents	$ 19,847		$ 395,235
Prepaid expenses	48,726		3,863
Total current assets	68,573		414,098
Investment held in Trust Account	53,815,395		203,282,989
Deferred tax asset	39,259
Total Assets	53,923,227		203,697,087
Current liabilities:
Accounts payable	226,796		47,720
Accrued costs and expenses	2,269,218		1,927,662
Franchise tax payable	397,002		197,200
Promissory note – related party	75,000
Common stock tendered for redemption	34,004,514
Total current liabilities	41,028,336		2,188,432
Deferred underwriting fee	7,043,750		7,043,750
Warrant liabilities	2,535,515		4,188,221
Uncertain tax position	100,569		0
Total Liabilities	50,708,170		13,420,403
Commitments and Contingencies (see Note 8)
Common Stock subject to possible redemption, 1,844,774 and 20,125,000 shares at redemption value as of December 31, 2022 and 2021, respectively	19,413,879		203,262,500
Stockholders’ Deficit:
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding
Common stock not subject to possible redemption, $0.0001 par value; 60,000,000 shares authorized; 5,031,250 issued and outstanding (excluding 1,844,774 and 20,125,000 shares subject to redemption as of December 31, 2022 and 2021, respectively)	503		503
Additional paid-in capital			157,140
Accumulated deficit	(16,199,325)		(13,143,459)
Total Stockholders’ Deficit	(16,198,822)	[2]	(12,985,816)
Total Liabilities and Stockholders’ Deficit	53,923,227		203,697,087
Related Party [Member]
Current assets:
Due from related party			15,000
Current liabilities:
Note Agreements payable – related party	1,955,000
Due to related party	55,806		15,850
Nonrelated Party [Member]
Current liabilities:
Note Agreements payable – related party	$ 2,045,000
[1]Periods presented have been adjusted to reflect the adjustment of accrued costs and expenses. Additional information regarding the adjustment may be found in Note 2 – Restatement of Previously Issued Financial Statements, included elsewhere in the notes to the financial statements.[2]Periods presented have been adjusted to reflect the adjustment of professional fees and net (loss) income. Additional information regarding the adjustment may be found in Note 2 – Restatement of Previously Issued Financial Statements, included elsewhere in the notes to the financial statements.

Consolidated Balance Sheets (Pa

Consolidated Balance Sheets (Parenthetical) - $ / shares	Dec. 31, 2022	Dec. 31, 2021
Statement of Financial Position [Abstract]
Temporary equity, shares outstanding	1,844,774	20,125,000
Preferred stock, par value	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	60,000,000	60,000,000
Common stock, shares issued	5,031,250	5,031,250
Common stock, shares outstanding	5,031,250	5,031,250

Consolidated Statements of Oper

Consolidated Statements of Operations - USD ($)	12 Months Ended
	Dec. 31, 2022	[1]	Dec. 31, 2021
Income Statement [Abstract]
Operating costs	$ 756,386		$ 1,050,016
Professional fees	1,487,205		2,701,431
Franchise tax	246,216		197,200
Stock compensation expense		[2]	157,140
Loss from operations	(2,489,807)		(4,105,787)
Other income (expenses):
Expensed issuance costs on issuance of subscription warrants	(392,642)
Interest and dividends earned on investments held in Trust Account	724,225	[2]	20,329
Interest earned on money market account	892		147
Interest expense - amortization of debt discount	(3,645,777)
Gain on change in fair value of warrant liabilities	8,468,308	[2]	6,575,140
Loss on issuance of subscription warrants	(3,209,183)
Total other income	1,945,823		6,595,616
(Loss) income before income taxes	(543,984)		2,489,829
Income tax expense	(61,310)
Net (loss) income	$ (605,294)	[2]	$ 2,489,829
Weighted average shares outstanding, basic	12,224,223		24,150,000
Weighted average shares outstanding, diluted	12,224,223		24,150,000
Basic net (loss) income per common share	$ (0.05)		$ 0.10
Diluted net (loss) income per common share	$ (0.05)		$ 0.10
[1]Periods presented have been adjusted to reflect the adjustment of professional fees and net (loss) income. Additional information regarding the adjustment may be found in Note 2 – Restatement of Previously Issued Financial Statements, included elsewhere in the notes to the financial statements.[2]Periods presented have been adjusted to reflect the adjustment of accrued costs and expenses and net (loss) income. Additional information regarding the adjustment may be found in Note 2 – Restatement of Previously Issued Financial Statements, included elsewhere in the notes to the financial statements.

Consolidated Statements of Chan

Consolidated Statements of Changes in Stockholders' Deficit - USD ($)		Common Stock [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	Total
Balance, value at Dec. 31, 2020		$ 503		$ (15,607,539)	$ (15,607,036)
Balance, shares at Dec. 31, 2020		5,031,250
Remeasurement of common stock subject to possible redemption, to redemption amount					(32,194,711)
Net income (loss)				2,489,829	2,489,829
Additional offering costs related to the Initial Public Offering				(25,749)	(25,749)
Stock compensation expense			157,140		157,140
Balance, value at Dec. 31, 2021		$ 503	157,140	(13,143,459)	(12,985,816)
Balance, shares at Dec. 31, 2021		5,031,250
Net income (loss)					(1,608,194)
Balance, value at Mar. 31, 2022				(15,314,513)	(15,314,010)
Balance, value at Dec. 31, 2021		$ 503	157,140	(13,143,459)	(12,985,816)
Balance, shares at Dec. 31, 2021		5,031,250
Net income (loss)					(1,230,567)
Balance, value at Jun. 30, 2022					(15,176,383)
Balance, value at Dec. 31, 2021		$ 503	157,140	(13,143,459)	(12,985,816)
Balance, shares at Dec. 31, 2021		5,031,250
Net income (loss)					(3,709,058)
Balance, value at Sep. 30, 2022					(18,393,299)
Balance, value at Dec. 31, 2021		$ 503	157,140	(13,143,459)	(12,985,816)
Balance, shares at Dec. 31, 2021		5,031,250
Remeasurement of common stock subject to possible redemption, to redemption amount			(157,140)	(2,450,572)	(2,607,712)
Net income (loss)				(605,294)	(605,294)	[1],[2]
Balance, value at Dec. 31, 2022	[3]	$ 503		(16,199,325)	(16,198,822)	[4]
Balance, shares at Dec. 31, 2022	[3]	5,031,250
Balance, value at Mar. 31, 2022				$ (15,314,513)	(15,314,010)
Net income (loss)					377,627
Balance, value at Jun. 30, 2022					(15,176,383)
Net income (loss)					(2,478,491)
Balance, value at Sep. 30, 2022					$ (18,393,299)
[1]Periods presented have been adjusted to reflect the adjustment of professional fees and net (loss) income. Additional information regarding the adjustment may be found in Note 2 – Restatement of Previously Issued Financial Statements, included elsewhere in the notes to the financial statements.[2]Periods presented have been adjusted to reflect the adjustment of accrued costs and expenses and net (loss) income. Additional information regarding the adjustment may be found in Note 2 – Restatement of Previously Issued Financial Statements, included elsewhere in the notes to the financial statements.[3]Periods presented have been adjusted to reflect the adjustment of professional fees and net (loss) income. Additional information regarding the adjustment may be found in Note 2 – Restatement of Previously Issued Financial Statements, included elsewhere in the notes to the financial statements.[4]Periods presented have been adjusted to reflect the adjustment of accrued costs and expenses. Additional information regarding the adjustment may be found in Note 2 – Restatement of Previously Issued Financial Statements, included elsewhere in the notes to the financial statements.

Consolidated Statements of Cash

Consolidated Statements of Cash Flows - USD ($)		12 Months Ended
		Dec. 31, 2022		Dec. 31, 2021
Cash Flows from Operating Activities:
Net (loss) income		$ (605,294)	[1],[2]	$ 2,489,829
Adjustments to reconcile net (loss) income to net cash used in operating activities:
Expensed issuance costs on issuance of subscription warrants		392,642	[2]
Interest and dividends earned on investments held in Trust Account		(724,225)	[1],[2]	(20,329)
Interest expense - amortization of debt discount		3,645,777	[2]
Gain on change in fair value of warrant liabilities		(8,468,308)	[1],[2]	(6,575,140)
Loss on issuance of subscription warrants		3,209,183	[2]
Stock compensation expense			[1],[2]	157,140
Deferred tax expense		(39,259)	[2]
Changes in operating assets and liabilities:
Prepaid expenses		(44,863)	[2]	656,832
Due from related party		15,000	[2]	(15,000)
Accounts payable		179,076	[2]	47,720
Accrued costs and expenses		346,556	[2]	969,370
Franchise tax payable		199,802	[2]	197,200
Due to related party		39,956	[2]	10,044
Uncertain tax position		100,569	[2]
Net cash used in operating activities		(1,753,388)	[2]	(2,082,334)
Cash Flows from Investing Activities:
Cash withdrawn from Trust Account for payment to redeeming stockholders		152,451,819	[2]
Cash deposited to Trust Account for extension contribution		(2,260,000)	[2]
Net cash provided by investing activities		150,191,819	[2]
Cash Flows from Financing Activities:
Proceeds from Note Agreements payable		2,045,000	[2]
Proceeds from Note Agreements payable – related party	[2]	1,955,000
Proceeds from promissory note- related party		75,000	[2]
Payment to redeeming stockholders		(152,451,819)	[2]
Payment of issuance costs		(437,000)	[2]
Payment of promissory note - related party			[2]	(228,758)
Payment of other payable - related party			[2]	(364,880)
Offering costs paid			[2]	(25,749)
Net cash used in financing activities		(148,813,819)	[2]	(619,387)
Net change in cash		(375,388)	[2]	(2,701,721)
Cash - beginning of period		395,235	[2]	3,096,956
Cash - end of period	[2]	19,847		395,235
Supplemental disclosure of noncash investing and financing activities:
Common stock tendered for redemption		34,004,514	[2]
Remeasurement of common stock subject to possible redemption, to redemption amount		$ 2,607,712	[2]
[1]Periods presented have been adjusted to reflect the adjustment of professional fees and net (loss) income. Additional information regarding the adjustment may be found in Note 2 – Restatement of Previously Issued Financial Statements, included elsewhere in the notes to the financial statements.[2]Periods presented have been adjusted to reflect the adjustment of accrued costs and expenses and net (loss) income. Additional information regarding the adjustment may be found in Note 2 – Restatement of Previously Issued Financial Statements, included elsewhere in the notes to the financial statements.

DESCRIPTION OF ORGANIZATION, BU

DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN	12 Months Ended
	Dec. 31, 2022
Accounting Policies [Abstract]
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN	NOTE 1. DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN Viveon Health Acquisition Corp. (the “Company” or “Viveon”) is a newly organized blank check company incorporated as a Delaware company on August 7, 2020. The Company was formed for the purpose of entering into a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities (“Business Combination”). The Company has neither engaged in any operations nor generated any revenues to date. The Company’s only activities for the years ended December 31, 2022 and 2021 were organizational activities, those necessary to prepare for the Company’s initial public offering (the “Initial Public Offering”), described below, and, after the Initial Public Offering, identifying a target company for a Business Combination. The Company does not expect to generate any operating revenues until after the completion of our Business Combination. The Company generates non-operating income in the form of interest income on marketable securities held after the Initial Public Offering. The Company incurs expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses. The Company’s sponsor is Viveon Health, LLC, a Delaware limited liability company (the “Sponsor”). The registration statement for the Initial Public Offering was declared effective by the U.S. Securities and Exchange Commission (the “SEC”) on December 22, 2020. On December 28, 2020, the Company consummated the Initial Public Offering of 17,500,000 10.00 175,000,000 18,000,000 0.50 On December 30, 2020, the underwriters fully exercised the over-allotment option by purchasing 2,625,000 26,250,000 Upon closing of the Initial Public Offering and the sale of the Over-Allotment Units, $ 203,262,500 10.10 100 While the Company’s management has broad discretion with respect to the specific application of the cash held outside of the Trust Account, substantially all of the net proceeds from the Initial Public Offering and the sale of the Private Warrants, which are placed in the Trust Account, are intended to be applied generally toward completing a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80 50 VIVEON HEALTH ACQUISITION CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS In connection with any proposed initial Business Combination, the Company will either (1) seek stockholder approval of such initial Business Combination at a meeting called for such purpose at which public stockholders may seek to convert their Public Shares, regardless of whether they vote for or against the proposed Business Combination, into their pro rata share of the aggregate amount then on deposit in the Trust Account (net of taxes payable) or (2) provide its public stockholders with the opportunity to sell their Public Shares to the Company by means of a tender offer (and thereby avoid the need for a stockholder vote) for an amount equal to their pro rata share of the aggregate amount then on deposit in the Trust Account (net of taxes payable), in each case subject to the limitations described herein. The Public Shares subject to redemption were recorded at redemption value and classified as temporary equity upon the completion of the Initial Public Offering in accordance with the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480, Distinguishing Liabilities from Equity If the Company determines to engage in a tender offer, such tender offer will be structured so that each public stockholder may tender any or all of his, her or its Public Shares rather than some pro rata portion of his, her or its shares. If enough stockholders tender their shares so that the Company is unable to satisfy any applicable closing condition set forth in the definitive agreement related to its initial Business Combination, or the Company is unable to maintain net tangible assets of at least $ 5,000,001 If the Company provides stockholders with the opportunity to sell their shares to it by means of a tender offer, it will file tender offer documents with the SEC which will contain substantially the same financial and other information about the initial Business Combination as is required under the SEC’s proxy rules. If the Company seeks stockholder approval of its initial Business Combination, the Company will consummate the Business Combination only if a majority of the outstanding shares of common stock present in person or by proxy at a meeting of the Company are voted in favor of the Business Combination. Notwithstanding the foregoing redemption rights, if the Company seeks stockholder approval of its initial Business Combination and the Company does not conduct redemptions in connection with its initial Business Combination pursuant to the tender offer rules,(the Amended and Restated Certificate of Incorporation will provide that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), will be restricted from redeeming its Public Shares with respect to more than an aggregate of 20 100 VIVEON HEALTH ACQUISITION CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS On March 18, 2022, the Company held a stockholder meeting to seek approval to extend the date by which the Company has to consummate a business combination from March 28, 2022 (the “Original Termination Date”) to June 28, 2022. In connection with the extension, the Company made a deposit into the Trust Account of $ 720,000 15,092,126 152,451,819 240,000 On December 23, 2022, the Company held its 2022 Annual Meeting of Stockholders, to among other things, seek approval to amend the Company’s Amended and Restated Certificate of Incorporation, to allow the Company to extend the date to consummate a Business Combination on a monthly basis for up to six times by an additional one month each time for a total of up to six months from December 28, 2022 until June 30, 2023 (the “Second Extended Date”), upon three calendar days’ advance notice prior to the applicable monthly deadline unless the closing of any potential initial business combination shall have occurred prior to the Second Extended Date. On each of December 27, 2022, January 26, 2023, February 27, 2023, March 27, 2023, and April 28, 2023, the Company deposited $ 100,000 into the Trust Account to extend the date to consummate a Business Combination through January 31, 2023, February 28, 2023, March 31, 2023, April 30, 2023 and May 31, 2023, respectively. Viveon made a final deposit of $ 100,000 On June 22, 2023, the Company held a stockholder meeting to amend the Company’s Amended and Restated Certificate of Incorporation, to allow the Company, without another stockholder vote, to elect to extend the date to consummate a business combination on a monthly basis for up to six times by an additional one month until December 31, 2023, by depositing $ 85,000 On June 22, 2023, the Company held a stockholder meeting (the “June 2023 Stockholders Meeting”) in which stockholders voted to (A) amend the Company’s Amended and Restated Certificate of Incorporation, to allow the Company to (i) initially extend the date by which the Company must consummate an initial business combination up to six times, each such extension for an additional one month period, until December 31, 2023, by depositing into the Trust Account, the amount of $ 85,000 85,000 227,359 2,498,947 10.99 1,617,415 17,777,324 On June 27, 2023, and July 27, 2023, the Company deposited $ 85,000 If the Company is unable to complete its initial Business Combination by the Third Extended Date (the “Combination Period”), the Company will: (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than five business days thereafter, redeem 100 The Company’s initial stockholders agreed to waive their rights to liquidating distributions from the Trust Account with respect to any Founder Shares (as defined in Note 6) held by them if the Company fails to complete its initial Business Combination within the Combination Period. However, if the initial stockholders acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete its initial Business Combination within the Combination Period. Merger Agreement On January 12, 2022, the Company entered into a Merger Agreement (the “Old Merger Agreement”) by and among the Company, VHAC Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of the Company (“Old Merger Sub”), and Suneva Medical, Inc., a Delaware corporation (“Suneva”). Pursuant to the terms of the Merger Agreement, a Business Combination between the Company and Suneva will be effected through the merger of Old Merger Sub with and into Suneva, with Suneva surviving the merger as a wholly owned subsidiary of the Company (the “Old Merger”). The board of directors of the Company has (i) approved and declared advisable the Old Merger Agreement, the Old Merger and the other transactions contemplated thereby and (ii) resolved to recommend approval of the Old Merger Agreement and related transactions by the stockholders of the Company. VIVEON HEALTH ACQUISITION CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS On July 13, 2022, the Company, Old Merger Sub, and Suneva entered into the Second Amendment to Old Merger Agreement (the “Second Amendment”) that amended and modified the Old Merger Agreement to extend the outside closing date to December 31, 2022 and to reduce the amount of parent closing cash required as a closing condition from $ 50 30 1.5 On November 10, 2022, the Company, Old Merger Sub, and Suneva entered into the Third Amendment to Old Merger Agreement (the “Third Amendment”) that amended and modified the Old Merger Agreement to (i) fix the aggregate exercise price for all of the in-the-money Suneva options and warrants at $ 2,582,075 On February 2, 2023, legal counsel for Viveon sent a letter informing Suneva’s legal counsel that Viveon decided, effective immediately, to unilaterally terminate the Old Merger Agreement pursuant to Sections 10.2(a) and 10.3 thereof, based upon material breaches of the Old Merger Agreement by Suneva. The termination letter was sent without prejudice and reserved all of Viveon, Old Merger Sub and Viveon Health, LLC (Viveon’s sponsor) rights, claims and remedies, specifically including those within the Merger Agreement, against Suneva and others associated with Suneva who participated in the merger discussions and arrangements, and waived none. Merger Agreement with Clearday On April 5, 2023, the Company entered into a Merger Agreement (the “ Merger Agreement Clearday” ) Merger Sub Merger VIVEON HEALTH ACQUISITION CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Consideration Merger Consideration The total consideration to be paid at closing (the “ Merger Consideration 250 Million (plus the aggregate exercise price for all Clearday options and warrants). The Merger Consideration will be payable in shares of the Company’s common stock, par value $ 0.0001 per share, valued at $ 10 per share. Earnout Payments In addition, the holders of Clearday preferred stock will have the contingent right to earn up to 5,000,000 shares of the Company’s common stock, in the aggregate (the “ Earnout Shares Closing Date Earnout Eligibility Period Earnout Milestone If, following the Closing Date and prior to end of the Earnout Eligibility Period, there is a change of control, then, immediately prior to such change of control, all the Earnout Shares not yet earned shall be earned by the Clearday earnout holders and shall be released from escrow and delivered to the Clearday earnout holders, and the Clearday earnout holders shall be eligible to participate in such change of control transaction with respect to such Earnout Shares. The Earnout Shares will be placed in escrow and will not be released from escrow until they are earned as a result of the occurrence of the Earnout Milestone or a change of control, if applicable. The Earnout Shares that are not earned on or before the expiration of the Earnout Eligibility Period shall be automatically forfeited and cancelled. Treatment of Clearday Securities Cancellation of Securities. Each share of Clearday capital stock, if any, that is owned by the Company, New Merger Sub, Clearday, or any of their subsidiaries (as treasury stock or otherwise) immediately prior to the effective time of the Merger (the “ Effective Time Preferred Stock. At the Effective Time, each issued and outstanding share of Clearday’s Series F Cumulative Convertible Preferred Stock, par value $ 0.001 per share (“ Clearday Series F Preferred Stock (A) one (1) share of Parent New Series F Preferred Stock plus (B) a number of Earnout Shares in accordance with, and subject to the contingencies, set forth in the Merger Agreement . Each issued and outstanding share of Clearday’s Series A Convertible Preferred Stock, par value $ 0.001 per share (“ Clearday Series A Preferred Stock (A) one (1) share of Parent New Series A Preferred Stock plus (B) a number of Earnout Shares in accordance with, and subject to the contingencies, set forth in the Merger Agreement . VIVEON HEALTH ACQUISITION CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Common Stock. At the Effective Time, each issued and outstanding share of Clearday’s common stock, par value $ 0.001 per share (“ Clearday Common Stock the sum of $250 Million, plus the aggregate exercise or conversion price of outstanding Clearday’s stock options and warrants (excluding unvested options and options or warrants with an exercise or conversion price of $ 5.00 , and any other convertible securities) (excluding unvested options and options or warrants with an exercise or conversion price of $5.00 or more and assuming a conversion price of Clearday subsidiary securities as provided in the Merger Agreement); divided by (b) $10.00. Merger Sub Securities. Each share of common stock, par value $ 0.0001 Stock Options. At the Effective Time, each outstanding option to purchase shares of Clearday Common Stock will be converted into an option to purchase, subject to substantially the same terms and conditions as were applicable under such options prior to the Effective Time, shares of the Company’s common stock equal to the number of shares subject to such option prior to the effective time multiplied by the Conversion Ratio, at an exercise price per share of the Company’s common stock equal to the exercise price per share of Clearday Common Stock subject to such option divided by the Conversion Ratio. Warrants. Contingent on and effective as of immediately prior to the effective time, each outstanding warrant to purchase shares of Clearday Preferred Stock or Clearday Common Stock will be treated in accordance with the terms thereof. Convertible Notes Contingent on and effective as of immediately prior to the Effective Time, Clearday’s convertible notes outstanding as of immediately prior to the effective time, will be treated in accordance with the terms of the relevant agreements governing such convertible notes. Subsidiary Capital Stock At and as of the effective time, the subsidiary capital stock will remain in full force and effect with the right to acquire the Clearday Common Stock with such adjustments noted in the terms of such subsidiary capital stock. VIVEON HEALTH ACQUISITION CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Representations and Warranties The Merger Agreement contains customary representations and warranties of the parties thereto with respect to, among other things, (a) corporate existence and power, (b) authorization to enter into the Merger Agreement and related transactions; subsidiaries, (c) governmental authorization, (d) non-contravention, (e) capitalization, (f) corporate records, (g) consents, (h) financial statements, (i) internal accounting controls, (j) absence of certain changes, (k) properties; title to assets, (l) litigation, (m) material contracts, (n) licenses and permits, (o) compliance with laws, (p) intellectual property, (q) privacy and data security, (r) employee matters and benefits, (s) tax matters, (t) real property, (u) environmental laws, (v) finders’ fees, (w) directors and officers, (x) anti-money laundering laws, (y) insurance, (z) related party transactions, and (aa) certain representations related to securities law and activity. The Company has additional representations and warranties, including (a) issuance of shares, (b) trust fund, (c) listing, (d) board approval, (e) SEC documents and financial statements, (f) certain business practices, (g) expenses, indebtedness and other liabilities and (h) brokers and other advisors. Covenants The Merger Agreement includes customary covenants of the parties with respect to operation of their respective businesses prior to consummation of the Merger and efforts to satisfy conditions to consummation of the Merger. The Merger Agreement also contains additional covenants of the parties, including, among others, access to information, cooperation in the preparation of the registration statement and proxy statement (as each such terms are defined in the Merger Agreement) required to be filed in connection with the Merger and to obtain all requisite approvals of each party’s respective stockholders. The Company and Clearday have each also agreed to include in the proxy statement the recommendation of its respective board that its stockholders approve all of the proposals to be presented at its respective special meeting. In addition, each of the Company and Clearday have agreed to use commercially reasonable efforts to solicit and finalize definitive documentation for a committed equity in an aggregate amount that, together with the funds in the Trust Account after giving effect to potential redemptions from the Company’s public stockholders, together with financing programs available to Clearday after the Closing, will provide to Clearday working capital to meet its short term commercial development goals. The Company has also agreed to prepare a proxy statement to seek the approval of its stockholders (the “Extension Proposal”) to amend its organizational documents to extend the period of time the Company is afforded under its organizational documents and IPO prospectus to consummate an initial business combination for an additional three months, from June 30,2023 to September 30, 2023 (or such earlier date as the Company and Clearday may agree in writing). Each party’s representations, warranties and pre-Closing covenants will not survive Closing and no party has any post-Closing indemnification obligations. Viveon Equity Incentive Plan The Company has agreed to approve and adopt an equity incentive plan (the “ Incentive Plan 8 % of the number of shares of the Company’s common stock issued and outstanding at the Closing and an “evergreen” provision that is mutually agreeable to the Company and Clearday will provide for an automatic increase on the first day of each fiscal year in the number of shares available for issuance under the Incentive Plan as mutually determined by the Company and Clearday. Non-Solicitation Restrictions Each of the Company and Clearday has agreed that from the date of the Merger Agreement to the effective time or, if earlier, the valid termination of the Merger Agreement in accordance with its terms, it will not initiate any negotiations with any party relating to an alternative transaction (as such term is defined in the Merger Agreement) or enter into any agreement relating to such a proposal, other than as expressly excluded from the definition of an alternative transaction. Each of the Company and Clearday has also agreed to be responsible for any acts or omissions of any of its respective representatives that, if they were the acts or omissions of the Company and Clearday, as applicable, would be deemed a breach of the party’s obligations with respect to these non-solicitation restrictions. VIVEON HEALTH ACQUISITION CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Conditions to Closing The consummation of the Merger is conditioned upon, among other things, (i) the absence of any applicable law or order restraining, prohibiting or imposing any condition on the consummation of the Merger and related transactions, (ii) the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, (iii) receipt of any consent, approval or authorization required by any Authority (as defined in the Merger Agreement), (iv) the Company having net tangible assets of at least $ 5,000,001 (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act), unless the Company’s amended and restated certificate of incorporation shall have been amended to remove such requirement prior to or concurrently with the Closing, (v) approval by Clearday’s stockholders of the Merger and related transactions, (vi) approval by the Company’s stockholders of the Merger and related transactions, (vii) the conditional approval for listing by NYSE American (or an alternate exchange) of the shares of the Company’s common stock to be issued in connection with the transactions contemplated by the Merger Agreement and satisfaction of initial and continued listing requirements, and (viii) the registration statement becoming effective in accordance with the provisions of the Securities Act of 1933, as amended (“ Securities Act Solely with respect to the Company and New Merger Sub, the consummation of the Merger is conditioned upon, among other things, (i) Clearday having duly performed or complied with all of its obligations under the Merger Agreement in all material respects, (ii) the representations and warranties of Clearday, other than certain fundamental representations as defined in the Merger Agreement, being true and correct in all respects unless failure would not have or reasonably be expected to have a material adverse effect (as defined in the Merger Agreement) on Clearday or any of its subsidiaries, (iii) certain fundamental representations, as defined in the Merger Agreement, being true and correct in all respects, other than de minimis inaccuracies, (iv) no event having occurred that would result in a material adverse effect on Clearday or any of its subsidiaries, (v) Clearday and its securityholders having executed and delivered to the Company each additional agreement (as defined in the Merger Agreement) to which they each are a party and (vi) Clearday delivering certain certificates to the Company. Solely with respect to Clearday, the consummation of the Merger is conditioned upon, among other things, (i) Viveon and New Merger Sub having duly performed or complied with all of their respective obligations under the Merger Agreement in all material respects, (ii) the representations and warranties of the Company and Merger Sub, other than certain fundamental representations as defined in the Merger Agreement, being true and correct in all respects unless failure to be true and correct would not have or reasonably be expected to have a material adverse effect on the Company or New Merger Sub and their ability to consummate the Merger and related transactions, (iii) certain fundamental representations, as defined in the Merger Agreement, being true and correct in all respects, other than de minimis Termination The Merger Agreement may be terminated at any time prior to the effective time as follows: (i) by either the Company or Clearday, if (A) the Merger and related transactions are not consummated on or before the latest of (i) June 30, 2023, (ii) if the Extension Proposal is approved, September 30, 2023 and (iii) if one or more extensions to a date following September 30, 2023 are obtained at the election of the Company, with the Company’s stockholder vote, in accordance with the Company’s amended and restated certificate of incorporation, the last date for the Company to consummate a business combination pursuant to such extensions; and (B) the material breach or violation of any representation, warranty, covenant or obligation under the Merger Agreement by the party seeking to terminate the Merger Agreement was not the cause of, or resulted in, the failure of the closing to occur on or before the outside Closing Date, without liability to the other party; VIVEON HEALTH ACQUISITION CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (ii) by either the Company or Clearday, if any authority has issued any final decree, order, judgment, award, injunction, rule or consent or enacted any law, having the effect of permanently enjoining or prohibiting the consummation of the Merger, provided that, the party seeking to terminate cannot have breached its obligations under the Merger Agreement and such breach was a substantial cause of, or substantially resulted in, such action by the authority; and (iii) by mutual written consent of the Company and Clearday duly authorized by each of their respective boards of directors. The Merger Agreement and other agreements described below have been included to provide investors with information regarding their respective terms. They are not intended to provide any other factual information about the Company, Clearday or the other parties thereto. In particular, the assertions embodied in the representations and warranties in the Merger Agreement were made as of a specified date, are modified or qualified by information in one or more disclosure letters prepared in connection with the execution and delivery of the Merger Agreement, may be subject to a contractual standard of materiality different from what might be viewed as material to investors, or may have been used for the purpose of allocating risk between the parties. Accordingly, the representations and warranties in the Merger Agreement are not necessarily characterizations of the actual state of facts about the Company, Clearday or the other parties thereto at the time they were made or otherwise and should only be read in conjunction with the other information that the Company or Clearday makes publicly available in reports, statements and other documents filed with the SEC. The Company and Clearday investors and securityholders are not third-party beneficiaries under the Merger Agreement. Certain Related Agreements Parent Support Agreements Concurrently with the execution of the Merger Agreement, the Company, Clearday and the Sponsor and the officers and directors of the Company entered into a support agreement (the “ Parent Support Agreement Company Support Agreements Concurrently with the execution of the Merger Agreement, the Company, Clearday and certain stockholders of Clearday entered into a support agreement (the “ Company Support Agreement Lock-Up Agreements. In connection with the closing, certain Clearday stockholders will each agree, subject to certain customary exceptions, not to (i) offer, sell contract to sell, pledge or otherwise dispose of, directly or indirectly, any lockup shares, (ii) enter into a transaction that would have the same effect, (iii) enter into any swap, hedge or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of the lock-up shares or otherwise, (iv) engage in any short sales or other arrangement with respect to the lock-up shares or (v) publicly announce any intention to effect any transaction specified in clause (i), (ii) or (iii) until the date that is six months after the Closing Date (the “ Lock-Up Period 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 following the Closing Date, 50 % of the Lock-up Shares will be released from the lock-up. The existing escrow provisions of the Company’s common stock held by certain stockholders will remain in effect. VIVEON HEALTH ACQUISITION CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Amended and Restated Registration Rights Agreement. At the Closing, the Company will enter into an amended and restated registration rights agreement (the “ Amended and Restated Registration Rights Agreement Going Concern As of December 31, 2022, the Company had $ 19,847 Presentation of Financial Statements - Going Concern Risks & Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations, and/or search for a prospective partner company, the specific impact is not readily determinable as of the date of these consolidated financial statements. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. The credit and financial markets have experienced extreme volatility and disruptions due to the current conflict between Ukraine and Russia. The conflict is expected to have further global economic consequences, including but not limited to the possibility of severely diminished liquidity and credit availability, declines in consumer confidence, declines in economic growth, increases in inflation rates and uncertainty about economic and political stability. In addition, the United States and other countries have imposed sanctions on Russia which increases the risk that Russia, as a retaliatory action, may launch cyberattacks against the United States, its government, infrastructure and businesses. Any of the foregoing consequences, including those we cannot yet predict, may cause our business, financial condition, results of operations and the price of our common stock to be adversely affected. VIVEON HEALTH ACQUISITION CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Inflation Reduction Act of 2022 and Excise Tax On August 16, 2022, President Biden signed into law the Inflation Reduction Act of 2022, which, among other things, imposes a 1

RESTATEMENT OF PREVIOUSLY ISSUE

RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS	12 Months Ended
	Dec. 31, 2022
Accounting Changes and Error Corrections [Abstract]
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS	NOTE 2. RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS In connection with the preparation of the March 10-Q, management identified that the total legal fees owed to the Company’s primary law firm were incorrect as of and for the year ended December 31, 2022. This inaccurate information resulted in an overstatement of $ 250,000 250,000 In addition to the above overstatement of legal fees, management determined that there was an understatement of accrued fees relating to the agreement with the Consultant that is the subject of a dispute (see Note 8). On October 25, 2021, the Company entered into an agreement with the Consultant for investor relations and public relations services in connection with a Business Combination with Suneva. The Consulting Agreement specifically identified Suneva as the target of the Business Combination. Pursuant to the agreement, the Consultant would be paid a fee of $ 15,000 15,000 300,000 200,000 34,000 17,000 17,000 In accordance with SEC Staff Accounting Bulletin No. 99, “Materiality,” and SEC Staff Accounting Bulletin No. 108, “Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements,” the Company evaluated the changes and has determined that the related impacts were material to previously presented financial statements. The following tables summarize the effect of the restatement on each financial statement line item as of the date, and for the periods indicated. SCHEDULE OF EFFECT OF THE RESTATEMENT ON EACH FINANCIAL STATEMENT Previously Reported Adjustments As Restated March 31, 2022 Previously Reported Adjustments As Restated Condensed Consolidated Balance Sheet as of March 31, 2022 Accrued costs and expenses $ 2,614,241 $ 84,250 $ 2,698,491 Total current liabilities $ 3,211,184 $ 84,250 $ 3,295,434 Total liabilities $ 17,357,774 $ 84,250 $ 17,442,024 Accumulated deficit $ (15,230,263 ) $ (84,250 ) $ (15,314,513 ) Total stockholders’ deficit $ (15,229,760 ) $ (84,250 ) $ (15,314,010 ) Condensed Consolidated Statement of Operations for the Three Months Ended March 31, 2022 Professional fees $ 742,040 $ 84,250 $ 826,290 Loss from operations $ (1,073,707 ) $ (84,250 ) $ (1,157,957 ) Net loss $ (1,523,944 ) $ (84,250 ) $ (1,608,194 ) Condensed Consolidated Statement of Changes in Shareholders’ Deficit for the Three Months Ended March 31, 2022 Net loss $ (1,523,944 ) $ (84,250 ) $ (1,608,194 ) Balance at March 31, 2022 - Accumulated Deficit $ (15,230,263 ) $ (84,250 ) $ (15,314,513 ) Balance at March 31, 2022 - Total Stockholders’ Deficit $ (15,229,760 ) $ (84,250 ) $ (15,314,010 ) Condensed Consolidated Statement of Cash Flows for the Three Months Ended March 31, 2022 Net loss $ (1,523,944 ) $ (84,250 ) $ (1,608,194 ) Accrued costs and expenses $ 399,579 $ 84,250 $ 483,829 Previously Reported Adjustments As Restated June 30, 2022 Previously Reported Adjustments As Restated Condensed Consolidated Balance Sheet as of June 30, 2022 Accrued costs and expenses $ 2,467,120 $ 180,906 $ 2,648,026 Total current liabilities $ 3,280,781 $ 180,906 $ 3,461,687 Total liabilities $ 16,614,688 $ 180,906 $ 16,795,594 Accumulated deficit $ (14,995,980 ) $ (180,906 ) $ (15,176,886 ) Total stockholders’ deficit $ (14,995,477 ) $ (180,906 ) $ (15,176,383 ) Condensed Consolidated Statement of Operations for the Three Months Ended June 30, 2022 Professional fees $ 436,108 $ 96,656 $ 532,764 Loss from operations $ (639,351 ) $ (96,656 ) $ (736,007 ) Net income (loss) $ 474,283 $ (96,656 ) $ 377,627 Basic and diluted net income per common share $ 0.05 $ (0.01 ) $ 0.04 Condensed Consolidated Statement of Operations for the Six Months Ended June 30, 2022 Professional fees $ 1,178,148 $ 180,906 $ 1,359,054 Loss from operations $ (1,713,058 ) $ (180,906 ) $ (1,893,964 ) Net loss $ (1,049,661 ) $ (180,906 ) $ (1,230,567 ) Basic and diluted net loss per common share $ (0.07 ) $ (0.01 ) $ (0.08 ) Condensed Consolidated Statement of Changes in Shareholders’ Deficit for the Three Months Ended March 31, 2022 Net loss $ (1,523,944 ) $ (84,250 ) $ (1,608,194 ) Balance at March 31, 2022 - Accumulated Deficit $ (15,230,263 ) $ (84,250 ) $ (15,314,513 ) Balance at March 31, 2022 - Total Stockholders’ Deficit $ (15,229,760 ) $ (84,250 ) $ (15,314,010 ) Condensed Consolidated Statement of Changes in Shareholders’ Deficit for the Three Months Ended June 30, 2022 Net income $ 474,283 $ (96,656 ) $ 377,627 Balance at June 30, 2022 - Accumulated Deficit $ (14,995,980 ) $ (180,906 ) $ (15,176,886 ) Balance at June 30, 2022 - Total Stockholders’ Deficit $ (14,995,477 ) $ (180,906 ) $ (15,176,383 ) Condensed Consolidated Statement of Cash Flows for the Six Months Ended June 30, 2022 Net loss $ (1,049,661 ) $ (180,906 ) $ (1,230,567 ) Accrued costs and expenses $ 534,458 $ 180,906 $ 715,364 Previously Reported Adjustments As Restated September 30, 2022 Previously Reported Adjustments As Restated Condensed Consolidated Balance Sheet as of September 30, 2022 Accrued costs and expenses $ 2,859,521 $ 274,506 $ 3,134,027 Total current liabilities $ 4,492,794 $ 274,506 $ 4,767,300 Total liabilities $ 18,764,521 $ 274,506 $ 19,039,027 Accumulated deficit $ (18,119,296 ) $ (274,506 ) $ (18,393,802 ) Total stockholders’ deficit $ (18,118,793 ) $ (274,506 ) $ (18,393,299 ) Condensed Consolidated Statement of Operations for the Three Months Ended September 30, 2022 Professional fees $ 703,829 $ 93,600 $ 797,429 Loss from operations $ (939,769 ) $ (93,600 ) $ (1,033,369 ) Net loss $ (2,384,891 ) $ (93,600 ) $ (2,478,491 ) Basic and diluted net loss per common share $ (0.26 ) $ (0.01 ) $ (0.27 ) Condensed Consolidated Statement of Operations for the Nine Months Ended September 30, 2022 Professional fees $ 1,881,977 $ 274,506 $ 2,156,483 Loss from operations $ (2,652,827 ) $ (274,506 ) $ (2,927,333 ) Net loss $ (3,434,552 ) $ (274,506 ) $ (3,709,058 ) Basic and diluted net loss per common share $ (0.26 ) $ (0.02 ) $ (0.28 ) Condensed Consolidated Statement of Changes in Shareholders’ Deficit for the Three Months Ended March 31, 2022 Net loss $ (1,523,944 ) $ (84,250 ) $ (1,608,194 ) Balance at March 31, 2022 – Accumulated Deficit $ (15,230,263 ) $ (84,250 ) $ (15,314,513 ) Balance at March 31, 2022 – Total Stockholders’ Deficit $ (15,229,760 ) $ (84,250 ) $ (15,314,010 ) Condensed Consolidated Statement of Changes in Shareholders’ Deficit for the Three Months Ended June 30, 2022 Net income $ 474,283 $ (96,656 ) $ 377,627 Balance at June 30, 2022 - Accumulated Deficit $ (14,995,980 ) $ (180,906 ) $ (15,176,886 ) Balance at June 30, 2022 - Total Stockholders’ Deficit $ (14,995,477 ) $ (180,906 ) $ (15,176,383 ) Condensed Consolidated Statement of Changes in Shareholders’ Deficit for the Three Months Ended September 30, 2022 Net loss $ (2,384,891 ) $ (93,600 ) $ (2,478,491 ) Balance at September 30, 2022 – Accumulated Deficit $ (18,119,296 ) $ (274,506 ) $ (18,393,802 ) Balance at September 30, 2022 – Total Stockholders’ Deficit $ (18,118,793 ) $ (274,506 ) $ (18,393,299 ) Condensed Consolidated Statement of Cash Flows for the Nine Months Ended September 30, 2022 Net loss $ (3,434,552 ) $ (274,506 ) $ (3,709,058 ) Accrued costs and expenses $ 926,859 $ 274,506 $ 1,201,365 Previously Reported Adjustments As Restated December 31, 2022 Previously Reported Adjustments As Restated Condensed Consolidated Balance Sheet as of December 31, 2022 Accrued costs and expenses $ 2,150,712 $ 118,506 $ 2,269,218 Total current liabilities $ 40,909,830 $ 118,506 $ 41,028,336 Total liabilities $ 50,589,664 $ 118,506 $ 50,708,170 Accumulated deficit $ (16,080,819 ) $ (118,506 ) $ (16,199,325 ) Total stockholders’ deficit $ (16,080,316 ) $ (118,506 ) $ (16,198,822 ) Condensed Consolidated Statement of Operations for the Year Ended December 31, 2022 Professional fees $ 1,368,699 $ 118,506 $ 1,487,205 Loss from operations $ (2,371,301 ) $ (118,506 ) $ (2,489,807 ) Loss before income taxes $ (425,478 ) $ (118,506 ) $ (543,984 ) Net loss $ (486,788 ) $ (118,506 ) $ (605,294 ) Basic and diluted net loss per common share $ (0.04 ) $ (0.01 ) $ (0.05 ) Condensed Consolidated Statement of Changes in Shareholders’ Deficit for the Year Ended December 31, 2022 Net loss $ (486,788 ) $ (118,506 ) $ (605,294 ) Balance at December 31, 2022 – Accumulated Deficit $ (16,080,819 ) $ (118,506 ) $ (16,199,325 ) Balance at December 31, 2022 – Total Stockholders’ Deficit $ (16,080,316 ) $ (118,506 ) $ (16,198,822 ) Condensed Consolidated Statement of Cash Flows for the Year Ended December 31, 2022 Net (loss) $ (486,788 ) $ (118,506 ) $ (605,294 ) Accrued costs and expenses $ 228,050 $ 118,506 $ 346,556

SUMMARY OF SIGNIFICANT ACCOUNTI

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	12 Months Ended
	Dec. 31, 2022
Accounting Policies [Abstract]
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying consolidated financial statements of the Company are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”). Principles of Consolidation The consolidated financial statements include the accounts of the Company and its majority-owned and controlled operating subsidiary, Old Merger Sub after elimination of all intercompany transactions and balances as of December 31, 2022 and 2021. Emerging Growth Company The Company is an “emerging growth company”, as defined in Section 2(a) of the Securities Act of 1933, as amended, (the “Securities Act”), as modified by the Jumpstart Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. The Company has elected to implement the aforementioned exemptions. In addition, Section 107 of the JOBS Act also provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. The Company intends to take advantage of the benefits of this extended transition period. VIVEON HEALTH ACQUISITION CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ from those estimates. The initial valuation of the Public Warrants (as defined in Note 4), Rights (as defined in Note 4) common stock subject to redemption and the periodic valuation of the Private Warrants and Subscription Warrants (as defined in Note 5) required management to exercise significant judgement in its estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The cash equivalents in the amount of $ 6,346 350,455 Investments Held in Trust Account As of December 31, 2022 and December 31, 2021, substantially all of the assets held in the Trust Account were held in a money market account and mutual funds which invested in U.S. Treasury securities, respectively. The assets were transferred from mutual funds to a money market account on December 21, 2022. The assets in the amount of $ 53,815,395 203,282,989 Warrants The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in ASC 480 and ASC Topic 815, Derivatives and Hedging For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance and recorded as a warrant liability. In accordance with guidance contained in ASC 815, the Public Warrants (as defined in Note 4) qualify for equity treatment. The Private Warrants and Subscription Warrants (as defined in Note 7) do not qualify as equity and are recorded as liabilities at fair value. Changes in the estimated fair value of the Private Warrants and Subscription Warrants are recognized as non-cash gains or losses on the consolidated statements of operations. Debt with Conversion and Other Options The Company accounts for a series of unsecured senior promissory note agreements under ASC Topic ASC 470-20-25-2, Debt with Conversion and Other Options - Debt Instruments with Detachable Warrants VIVEON HEALTH ACQUISITION CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Common Stock Subject to Possible Redemption All of the 5,032,874 The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid in capital and accumulated deficit. There was no change in redemption value for the year ended December 31, 2021. In connection with extending the Company’s Original Termination Date to the Extended Date, the Company deposited $ 720,000 240,000 240,000 240,000 240,000 240,000 100,000 2,607,712 In connection to the Company’s Third Extended Date, On June 27, 2023, the Company deposited the payment of $ 85,000 As of December 31, 2022 and December 31, 2021, the redeemable common stock reflected in the consolidated balance sheets are reconciled in the following table: SCHEDULE OF REDEEMABLE COMMON STOCK REFLECTED IN THE CONSOLIDATED BALANCE SHEETS Gross proceeds $ 201,250,000 Less: Fair value of Public Warrants at issuance (10,384,500 ) Fair value of Rights at issuance (9,136,750 ) Issuance costs allocated to common stock subject to possible redemption (10,660,961 ) Plus: Remeasurement of carrying value to redemption value 32,194,711 Common stock subject to possible redemption as of December 31, 2021 203,262,500 Redemption of common stock by stockholders (152,451,819 ) Common stock tendered for redemption (34,004,514 ) Remeasurement of carrying value to redemption value 2,607,712 Common stock subject to possible redemption as of December 31, 2022 $ 19,413,879 Offering Costs associated with the Initial Public Offering The Company complies with the requirements of ASC Topic 340, Other Assets and Deferred Costs Expenses of Offering 11,830,356 4,025,000 7,043,750 761,606 10,660,961 1,144,422 24,973 VIVEON HEALTH ACQUISITION CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Share-Based Payment Arrangements The Company accounts for stock awards in accordance with ASC Topic 718, Compensation - Stock Compensation Costs equal to these fair values are recognized ratably over the requisite service period based on the number of awards that are expected to vest, or in the period of grant for awards that vest immediately and have no future service condition. For awards that vest over time, cumulative adjustments in later periods are recorded to the extent actual forfeitures differ from the Company’s initial estimates; previously recognized compensation cost is reversed if the service or performance conditions are not satisfied and the award is forfeited. Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC Topic 740, Income Taxes ASC 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 to be sustained upon examination by taxing authorities. There were unrecognized tax benefits as of December 31, 2022 and 2021 of $ 765,613 0 See Note 12 for additional information on income taxes for the periods presented. Net (Loss) Income Per Common Share - As Restated Net (loss) income per common share is computed by dividing net (loss) income by the weighted average number of common shares outstanding for the period. The calculation of diluted (loss) income per common share does not consider the effect of the Public Warrants (as defined in Note 4), Private Warrants, Subscription Warrants (as defined in Note 7), and Rights (as defined in Note 4) since the exercise of the warrants and Rights are contingent upon the occurrence of future events and the inclusion of such warrants and Rights would be anti-dilutive. The warrants and Rights are exercisable to purchase 22,068,750 VIVEON HEALTH ACQUISITION CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS The following table reflects the calculation of basic and diluted net (loss) income per common share (in dollars, except per share amounts): SCHEDULE OF BASIC AND DILUTED NET (LOSS) INCOME PER COMMON SHARE Redeemable Common Stock Non-redeemable Common Stock Redeemable Common Stock Non-redeemable Common Stock For the Year ended December 31, 2022 For the Year ended December 31, 2021 Redeemable Common Stock Non-redeemable Common Stock Redeemable Common Stock Non-redeemable Common Stock Basic and diluted net (loss) income per share: Numerator: Net (loss) income $ (405,992 ) $ (199,302 ) $ 2,074,858 $ 414,971 Denominator: Weighted Average Common Stock 8,199,223 4,025,000 20,125,000 4,025,000 Basic and diluted net (loss) income per common share $ (0.05 ) $ (0.05 ) $ 0.10 $ 0.10 Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $ 250,000 Fair Value of Financial Instruments The Company applies ASC Topic 820, Fair Value Measurement The carrying amounts reflected in the consolidated balance sheets for current assets and current liabilities approximate fair value due to their short-term nature. Level 1 — Assets and liabilities with unadjusted, quoted prices listed on active market exchanges. Inputs to the fair value measurement are observable inputs, such as quoted prices in active markets for identical assets or liabilities. Level 2 — Inputs to the fair value measurement are determined using prices for recently traded assets and liabilities with similar underlying terms, as well as direct or indirect observable inputs, such as interest rates and yield curves that are observable at commonly quoted intervals. Level 3 — Inputs to the fair value measurement are unobservable inputs, such as estimates, assumptions, and valuation techniques when little or no market data exists for the assets or liabilities. See Note 11 for additional information on assets and liabilities measured at fair value. VIVEON HEALTH ACQUISITION CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC 815. The Company’s derivative instruments are recorded at fair value and re-valued at each reporting date, with changes in the fair value reported in the consolidated statements of operations. Derivative assets and liabilities are classified on the consolidated balance sheets as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. The Company has determined the Private Warrants and Subscription Warrants (as defined in Note 7) are derivative instruments. As the Private Warrants and Subscription Warrants meet the definition of a derivative the warrants are measured at fair value at issuance and at each reporting date in accordance with ASC 820 with changes in fair value recognized in the consolidated statements of operations in the period of change. In accordance with ASC Topic 825, Financial Instruments, the Company has concluded that a portion of the transaction costs which directly related to the Initial Public Offering and the Private Placement, should be allocated to the Private Warrants based on their relative fair value against total proceeds, and recognized as transaction costs in the consolidated statements of operations. Recent Accounting Standards The Company’s management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the accompanying consolidated financial statements.

INITIAL PUBLIC OFFERING

INITIAL PUBLIC OFFERING	12 Months Ended
	Dec. 31, 2022
Initial Public Offering
INITIAL PUBLIC OFFERING	NOTE 4. INITIAL PUBLIC OFFERING On December 28, 2020, the Company sold 17,500,000 10.00 0.0001 11.50 On December 30, 2020, the Company sold 2,625,000 26,250,000

PRIVATE PLACEMENT

PRIVATE PLACEMENT	12 Months Ended
	Dec. 31, 2022
Private Placement
PRIVATE PLACEMENT	NOTE 5. PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 18,000,000 0.50 9,000,000 11.50

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS	12 Months Ended
	Dec. 31, 2022
Related Party Transactions [Abstract]
RELATED PARTY TRANSACTIONS	NOTE 6. RELATED PARTY TRANSACTIONS Founder Shares In August 2020, the Sponsor paid $ 25,000 0.007 3,593,750 0.0001 0.36 4,887,500 0.03 5,031,250 656,250 1,006,250 875,000 656,250 VIVEON HEALTH ACQUISITION CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS The Founder Shares were placed into an escrow account maintained by Continental Stock Transfer & Trust Company acting as escrow agent. 50% of these shares will not be transferred, assigned, sold or released from escrow until the earlier of (i) 6 months after the date of the consummation of the initial Business Combination or (ii) the date on which the closing price of the Company’s shares of common stock 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 the initial Business Combination and the remaining 50% of the Founder Shares will not be transferred, assigned, sold or released from escrow until 6 months after the date of the consummation of the initial Business Combination, or earlier, in either case, if, subsequent to its initial Business Combination, the Company consummates a subsequent liquidation, merger, stock exchange or other similar transaction which results in all of its stockholders having the right to exchange their shares of common stock for cash, securities or other property. During the escrow period, the holders of these shares will not be able to sell or transfer their securities except (1) to any persons (including their affiliates and stockholders) participating in the Private Placement of the Private Warrants, officers, directors, stockholders, employees and members of the Company’s Sponsor and its affiliates, (2) amongst initial stockholders or their respective affiliates, or to the Company’s officers, directors, advisors and employees, (3) if a holder is an entity, as a distribution to its, partners, stockholders or members upon its liquidation, (4) by bona fide gift to a member of the holder’s immediate family or to a trust, the beneficiary of which is a holder or a member of a holder’s immediate family, for estate planning purposes, (5) by virtue of the laws of descent and distribution upon death, (6) pursuant to a qualified domestic relations order, (7) by certain pledges to secure obligations incurred in connection with purchases of the Company’s securities, (8) by private sales at prices no greater than the price at which the shares were originally purchased or (9) for the cancellation of up to 656,250 On December 23, 2020, the Sponsor transferred 81,000 27,000 27,000 Under ASC 718, stock-based compensation associated with equity-classified awards is measured at fair value upon the grant date. The Founder Shares vested immediately, and, as such, in accordance with ASC 718, the Company recognized compensation expense on the transfer date in an amount equal to the number of Founders Shares sold times the grant date fair value per share less the amount initially received for the purchase of the Founders Shares. The fair value of the Founder Shares transferred to the Additional Transferee was determined to be $ 157,140 5.82 157,140 VIVEON HEALTH ACQUISITION CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Note Agreements Payable - Related Party We entered into a series of Note Agreements with several lenders affiliated with our Sponsor, Viveon Health LLC and Intuitus Group LLC, for which the Chief Financial Officer of the Company is the Sole Proprietor for up to an aggregate amount totaling $ 1,955,000 1,955,000 Promissory Notes - Related Party The Sponsor agreed to loan the Company an aggregate of up to $ 500,000 228,758 The Chief Financial Officer of the Company loaned the Company $ 75,000 to cover expenses related to ongoing operations, which was funded on December 27, 2022. This loan is non-interest bearing and payable upon consummation of the Company’s initial Business Combination. The loan agreement was entered into on December 27, 2022. As of December 31, 2022, and December 31, 2021, the outstanding balance of the loan was $ 75,000 and $ 0 , respectively. Subsequent to December 31, 2022, the Chief Financial Officer of the Company, loaned the Company an additional $ 555,000 The Chief Executive Officer of the Company loaned the Company $ 100,000 0 Subsequent to December 31, 2022, three investors in the Sponsor, loaned the Company $ 100,000 in the aggregate, to cover expenses related to ongoing operations, funded on April 5, 2023, and April 7, 2023. These loans are non-interest bearing and payable upon consummation of the Company’s initial Business Combination. The loan agreements were entered into on April 5, 2023, and April 7, 2023. As of December 31, 2022, and December 31, 2021, the outstanding balance of the loan was $ 0 , respectively. On May 12, 2023, the Company entered into an unsecured promissory note with Clearday (the “ Clearday Note Working Capital Loans In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“ Working Capital Loans Administrative Service Fee Commencing on the date of the Company’s final prospectus, the Company has agreed to pay an affiliate of the Sponsor a total of $ 20,000 240,000 240,000 50,000 10,000 Due to Related Party The Company’s directors and officers are reimbursed for any reasonable out-of-pocket expenses incurred by them in connection with certain activities on behalf of the Company, such as identifying and investigating possible target businesses and Business Combinations. For the years ended December 31, 2022 and 2021, $ 6,647 9,479 5,806 5,850 Due from Related Party As of December 31, 2021, the Company had a receivable of $ 15,000 0 VIVEON HEALTH ACQUISITION CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE AGREEMENTS PAYABLE

NOTE AGREEMENTS PAYABLE	12 Months Ended
	Dec. 31, 2022
Debt Disclosure [Abstract]
NOTE AGREEMENTS PAYABLE	NOTE 7. NOTE AGREEMENTS PAYABLE On March 21, 2022, March 23, 2022, April 4, 2022, April 27, 2022, May 9, 2022, October 27, 2022, and November 25, 2022, in connection with the extension of the date by which the Company has to consummate a Business Combination (see Note 8), the Company entered into a series of unsecured senior promissory note agreements (“Note Agreements”) for up to an aggregate amount totaling $4.0 million (the “Notes”). Of the total $4.0 million of the Notes, $ 1,955,000 10% 400,000 4 400,000 Pursuant to the terms of the Note Agreements, the subscribers shall receive warrants to purchase one share of Company common stock for every $ 2.00 of the funded principal amount of the Notes up to 2,000,000 shares of the Company common stock, in the aggregate, at an exercise price of $ 11.50 per share, subject to adjustment (the “Subscription Warrants”). See Note 10 for additional terms of the Subscription Warrants. Pursuant to a warrant cancellation and forfeiture agreement dated as of August 16, 2023, one of the Company’s directors agreed to forfeit for cancellation 89,029 of the warrant shares underlying the warrant issued to an affiliate that he controls in connection with the Notes described above. In accordance with ASC 470-20-25-2, Debt with Conversion and Other Options - Debt Instruments with Detachable Warrants, 5,370,185 337,991 341,967 417,037 162,003 65,326 121,093 3,209,183 The Company complies with ASC Topic 835, Interest 3,645,777 3,645,777 VIVEON HEALTH ACQUISITION CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS The following table presents the Notes as of December 31, 2022: SCHEDULE OF NOTES Note $ 4,000,000 Debt discount $ — Carrying value of notes $ 4,000,000

COMMITMENTS AND CONTINGENCIES (

COMMITMENTS AND CONTINGENCIES (AS RESTATED)	12 Months Ended
	Dec. 31, 2022
Commitments and Contingencies Disclosure [Abstract]
COMMITMENTS AND CONTINGENCIES (AS RESTATED)	NOTE 8. COMMITMENTS AND CONTINGENCIES (AS RESTATED) Underwriting Agreement The Company granted the underwriter a 45-day option to purchase up to 2,625,000 The underwriter was paid a cash underwriting fee of $ 0.20 4,025,000 0.35 7,043,750 In addition, subject to certain conditions, the Company granted the underwriters of the Initial Public Offering, for a period of 12 months after the date of the consummation of a Business Combination, a right of first refusal to act as book-running managing underwriter or placement agent, with at least 30% of the economics, for any and all future public and private equity, convertible and debt offerings. In accordance with FINRA Rule 5110(f)(2)(E)(i), such right of first refusal shall not have a duration of more than three years from the effective date of the registration statement related to our initial public offering. Subsequently this agreement was voided. Registration Rights The holders of the Company’s Founder Shares issued and outstanding on the date of this prospectus, as well as the holders of the Private Warrants (and underlying securities) will be entitled to registration rights pursuant to an agreement to be signed prior to or on the effective date of this offering. The holders of a majority of these securities are entitled to make up to two demands that the Company registers such securities. The holders of the majority of the Founder Shares can elect to exercise these registration rights at any time commencing three months prior to the date on which these shares of common stock are to be released from escrow. The holders of a majority of the Private Warrants (and underlying securities) can elect to exercise these registration rights at any time after the Company consummates a Business Combination. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the Company’s consummation of a Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Vendor Agreements On May 18, 2021, the Company entered into an agreement with a transactional and strategic advisory firm (the “Strategic Advisor”) for advisory services as needed by the Company in connection with a Business Combination. Pursuant to this agreement, the Company incurred approximately $ 875,000 500,000 2,625,000 500,000 2,125,000 On October, 8, 2021, the Company entered into an agreement with a financial advisor (the “Exclusive Financial Advisor”) for financial advisory services such as financial and transaction feasibility analysis, assistance in negotiations, assistance in capital planning, and other customary services in connection with a Business Combination, pursuant to which the Company will pay the Exclusive Financial Advisor a fee of $ 1,500,000 In addition to the above overstatement of legal fees, management determined that there was an understatement of accrued fees relating to the agreement with the Consultant that is the subject of the below-mentioned dispute. On October 25, 2021, the Company entered into an agreement with the Consultant for investor relations and public relations services in connection with a Business Combination with Suneva. The Consulting Agreement specifically identified Suneva as the target of the Business Combination. Pursuant to the agreement, the Consultant would be paid a fee of $ 15,000 15,000 300,000 200,000 34,000 17,000 17,000 On October 5, 2023, a legal complaint was filed in Connecticut Superior Court against the Company and Suneva by the Consultant. The Complaint alleges that the Company and Suneva owe the Consultant unpaid fees under an October 25, 2021 consulting agreement and asserts claims for breach of contract, breach of implied contract, unjust enrichment, and quantum meruit. As of the date of this filing, this action is not pending and has not been officially docketed with the Connecticut Superior Court. The Company is continuing to assess the merits of the complaint but believes that the claims by the Consultant against the Company are without merit and the Company intends to defend the action if it is properly initiated. VIVEON HEALTH ACQUISITION CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS On November 1, 2021, the Company entered into an agreement with a financial advisor (the “Second Financial Advisor”) for financial advisory services such as guidance on valuation and transaction structure and terms, assistance in negotiations, coordination of due diligence, documentation, and transaction closing, and introduction of the Company to institutional investors in connection with a Business Combination, pursuant to which the Company will pay the Second Financial Advisor a fee of $ 400,000 On November 2, 2021, the Company entered into an agreement with a financial advisor (the “Third Financial Advisor”) for financial advisory services such as market related advice and assistance in connection with a Business Combination, pursuant to which the Company will pay the Third Financial Advisor a fee of $ 500,000 On November 5, 2021, the Company entered into an agreement with an advisor (the “Advisor”) for services such as assistance in refining strategic objectives, preparation or refinement of solicitation materials, identification, contact, and solicitation of or potential investors and other sources of capital, and assistance in review, selection, negotiation, and closing of a transaction in connection with a Business Combination, pursuant to which the Company will pay the Advisor a fee of $ 200,000 On November 15, 2021, the Company entered into an agreement with two placement agents (the “Placement Agents”) for services such as analysis of potential contributions and assets of a target to the Company’s future prospects, assistance in negotiations, and assistance in preparation of presentations to investors, lenders, and/or other financial sources in connection with a Business Combination, pursuant to which the Company will pay the Placement Agents a fee equal to the difference between 5% of the total aggregate sales price of the securities sold as part of the Business Combination and 5% of any securities sold as part of the Business Combination to investors identified by the Advisor, contingent upon the consummation of the Business Combination. This agreement was terminated on February 15, 2022, as a result of an automatic termination provision upon the earlier to occur of three months or the final closing of Business Combination and there are no related contingent fees for the agreement. On February 17, 2022, the Company entered into an agreement with a broker-dealer (the “Broker-Dealer”) for services such as providing the Company with capital markets advisory services with regard to a forward purchase agreement, convertible private investment in public equity (“PIPE”), secured credit facility, and any other capital structure topics in connection with a Business Combination, pursuant to which the Company will pay the Broker-Dealer a fee of $ 250,000 . This agreement was terminated on June 9, 2023, as a result of the termination of the merger agreement between the Company and Suneva. Pursuant to the terms of the agreement the Broker-Dealer will remain entitled to the fee of $ 250,000 250,000 On May 9, 2023, the Company entered into an agreement with a placement agent (the “Placement Agent) for services such as advising and assisting the Company in identifying one or more investors that are “accredited” or “qualified institutional buyers. Pursuant to which the Company will pay the Placement Agents a cash fee upon closing equal to eight percent (8.0%) of the gross proceeds received by the Company, contingent upon the consummation of the Business Combination. Extension On March 18, 2022, the Company held its 2022 Annual Meeting of Stockholders for the purpose of approving: (i) a proposal to approve an amendment to the Company’s Amended and Restated Certificate of Incorporation to (i) extend the date by which the Company has to consummate a Business Combination for three months, from March 28, 2022 (the “Original Termination Date”) to June 28, 2022 (the “Extended Date”), and (ii) allow the Company, without another stockholder vote, to elect to extend the date to consummate a Business Combination on a monthly basis for up to six times by an additional one month each time after the Extended Date, upon five days’ advance notice prior to the applicable deadline, for a total of up to nine months after the Original Termination Date, unless the closing of the proposed Business Combination with Suneva Medical, Inc. or any potential alternative initial Business Combination shall have occurred (the “Extension Proposal”); (ii) a proposal to re-elect five current directors to the Company’s Board of Directors (the “Director Election Proposal”); and (iii) a proposal to ratify the appointment of Marcum LLP as the Company’s independent registered certified public accountants for fiscal year 2020 (the “Auditor Ratification Proposal”). Stockholders voted to approve the Extension Proposal, Director Election Proposal and Auditor Ratification Proposal. VIVEON HEALTH ACQUISITION CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS On March 18, 2022, stockholders elected to redeem 15,092,126 152,451,819 5,032,874 On March 21, 2022, March 23, 2022, April 4, 2022, April 27, 2022, May 9, 2022, October 27, 2022, and November 25, 2022, the Company entered into the Note Agreements (see Note 7). The Note Agreements included Subscription Warrants (see Note 10). The entry into the Note Agreements and the terms of the Notes and Subscription Warrants was approved by the Audit Committee of the Board of Directors of the Company at a meeting held on March 21, 2022. On March 23, 2022, the Company filed an amendment to its Amended and Restated Certificate of Incorporation with the Delaware Secretary of State (the “Amendment”) The Amendment (i) extends the date by which the Company has to consummate a Business Combination for three months, from the Original Termination Date to the Extended Date and (ii) allows the Company, without another stockholder vote, to elect to extend the date to consummate a Business Combination on a monthly basis for up to six times by an additional one month each time after the Extended Date, upon five days’ advance notice and the deposit of $ 240,000 On December 23, 2022, the Company held its 2022 Annual Meeting of the Stockholders in which they voted to extend the date to consummate a business combination on a monthly basis for up to six times by an additional one month each time for a total of up to six months from December 28, 2022 until June 30, 2023, upon three calendar days’ advance notice and the deposit of $ 100,000 prior to the applicable monthly deadline, unless the closing of any potential initial business combination shall have occurred prior to the Second Extended Date. On each of December 27, 2022, January 26, 2023, February 27, 2023, March 27, 2023 and April 28, 2023, the Company deposited $ 100,000 into the Trust Account to extend the date to consummate a Business Combination through January 31, 2023, February 28, 2023, March 31, 2023, April 30, 2023 and May 31, 2023, respectively. The Company made a deposit of $ 100,000 On December 23, 2022, stockholders elected to redeem 3,188,100 34,004,514 34,004,514 1,844,774 On June 22, 2023, the Company held a stockholder meeting (the “June 2023 Stockholders Meeting”) in which stockholders voted to (A) amend the Company’s Amended and Restated Certificate of Incorporation, to allow the Company to (i) initially extend the date by which the Company must consummate an initial business combination up to six times, each such extension for an additional one month period, until December 31, 2023, by depositing into the Trust Account, the amount of $ 85,000 85,000 227,359 2,498,947.09 10.99 1,617,415 17,777,323.54 On June 27, 2023, and July 27, 2023, the Company deposited $ 85,000

STOCKHOLDERS_ DEFICIT

STOCKHOLDERS’ DEFICIT	12 Months Ended
	Dec. 31, 2022
Equity [Abstract]
STOCKHOLDERS’ DEFICIT	NOTE 9. STOCKHOLDERS’ DEFICIT Preferred stock 1,000,000 0.0001 no Common stock 60,000,000 0.0001 Holders are entitled to one vote for each share 5,031,250 1,844,774 20,125,000 Rights

WARRANTS

WARRANTS	12 Months Ended
	Dec. 31, 2022
Warrants
WARRANTS	NOTE 10. WARRANTS Each Public Warrant entitles the holder thereof to purchase one-half (1/2) of a share of common stock at a price of $ 11.50 The Company may call the Public Warrants for redemption (except the Private Warrants): ● in whole and not in part; ● at a price of $ 0.01 ● upon not less than 30 days’ prior written notice of redemption (the “30-day redemption period”) to each warrant holder; and ● if and only if, there is a current registration statement in effect with respect to the shares of common stock 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. If the Company calls the Public Warrants for redemption as described above, its management will have the option to require all holders that wish to exercise Public Warrants to do so on a “cashless basis.” In such event, each holder would pay the exercise price by surrendering the Public Warrants for that number of shares of common stock equal to the quotient obtained by dividing (x) the product of the number of shares of common stock underlying the Public Warrants, multiplied by the difference between the exercise price of the Public Warrants and the “fair market value” (defined below) by (y) the fair market value. The “fair market value” shall mean the average reported last sale price of the Company’s common stock for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of Public Warrants. Whether the Company will exercise its option to require all holders to exercise their Public Warrants on a “cashless basis” will depend on a variety of factors including the price of our common shares at the time the Public Warrants are called for redemption, its cash needs at such time and concerns regarding dilutive share issuances. If (x) the Company issues additional shares of common stock or equity-linked securities for capital raising purposes in connection with the closing of its initial Business Combination at an issue price or effective issue price of less than $ 9.50 16.50 VIVEON HEALTH ACQUISITION CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Private Warrants The Private Warrants are identical to the Public Warrants except that the Private Warrants will be non-redeemable and may be exercised on a cashless basis, in each case so long as they continue to be held by the initial purchasers or their permitted transferees. Subscription Warrants The Subscription Warrant term commences on the Exercise Date (as hereinafter defined) for a period of 49 months. The Subscription Warrants are exercisable commencing on the date of the initial Business Combination (the “Exercise Date”) and have a cashless exercise feature that is available at any time on or after the Exercise Date. Commencing on the date 13 months following the Exercise Date, the subscribers have the right, but not the obligation, to put the Subscription Warrants to the Company at a purchase price of $ 5.00 As of December 31, 2022 and December 31, 2021, there were 20,125,000 18,000,000 2,000,000

FAIR VALUE MEASUREMENTS

FAIR VALUE MEASUREMENTS	12 Months Ended
	Dec. 31, 2022
Fair Value Disclosures [Abstract]
FAIR VALUE MEASUREMENTS	NOTE 11. FAIR VALUE MEASUREMENTS The following tables present information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of December 31, 2022 and December 31, 2021, and indicate the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: SCHEDULE OF FAIR VALUE ASSETS AND LIABILITIES MEASURED ON RECURRING BASIS Description Amount at Fair Value Level 1 Level 2 Level 3 December 31, 2022 Assets Money Market Account $ 6,346 $ 6,346 $ — $ — Money Market Funds held in Trust Account $ 53,815,395 $ 53,815,395 $ — $ — Liabilities Private Warrant Liability $ 900,000 $ — $ — $ 900,000 Subscription Warrant Liability $ 1,635,515 $ — $ — $ 1,635,515 December 31, 2021 Assets Money Market Account $ 350,455 $ 350,455 $ — $ — Mutual Funds held in Trust Account $ 203,282,989 $ 203,282,989 $ — $ — Liabilities Private Warrant Liability $ 4,188,221 $ — $ — $ 4,188,221 The Private Warrants and Subscription Warrants are accounted for as liabilities in accordance with ASC 815-40 and are presented within warrant liabilities on the consolidated balance sheets. The warrant liabilities were measured at fair value at inception and on a recurring basis, with changes in fair value presented within change in fair value of warrant liabilities in the consolidated statements of operations. The Company established the initial fair value of the Private Warrants on December 28, 2020, the date of the Company’s Initial Public Offering, and revalued on December 31, 2022 and on December 31, 2021, using a Monte Carlo simulation model. The Warrants were classified as Level 3 at the initial measurement date, on December 31, 2022 and on December 31, 2021 due to the use of unobservable inputs. The key inputs into the Monte Carlo simulation for the Private Warrants as of December 31, 2022 and December 31, 2021 were as follows: SCHEDULE OF FAIR VALUE MEASUREMENT INPUTS AND VALUATION TECHNIQUES Inputs As of December 31, 2022 As of December 31, 2021 Risk-free interest rate 4.39 % 1.30 % Expected term remaining (years) 1 2.11 5.50 Expected volatility 0.01 % 7.6 % Stock price $ 10.650 $ 10.020 The Company established the initial fair value of the Subscription Warrants on March 21, 2022, March 23, 2022, April 4, 2022, April 27, 2022, May 9,2022, October 27,2022, and November 25,2022 the dates of issuance, and revalued on December 31, 2022, using a Monte Carlo simulation model. The Warrants were classified as Level 3 at the initial measurement dates, and on December 31, 2022 due to the use of unobservable inputs. 1 5 years 2.11 1.00 75.5 5.52 24.5 VIVEON HEALTH ACQUISITION CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS The key inputs into the Monte Carlo simulation for the Subscription Warrants as of December 31, 2022 and the issuance dates were as follows: SCHEDULE OF FAIR VALUE MEASUREMENT INPUTS AND VALUATION TECHNIQUES Inputs As of December 31, 2022 As of November 25, 2022 (Initial Measurement) As of October 27, 2022 (Initial Measurement) As of May 9, 2022 (Initial Measurement) As of April 27, 2022 (Initial Measurement) As of April 4, 2022 (Initial Measurement) As of March 23, 2022 (Initial Measurement) As of March 21, 2022 (Initial Measurement) Risk-free interest rate 4.04 % 3.90 % 4.11 % 2.92 % 2.80 % 2.57 % 2.33 % 2.33 % Market debt rate 1 9.19 % 8.70 % 9.64 % 7.49 % 6.75 % 6.09 % N/A N/A Expected term remaining (years) 4.60 4.70 4.78 4.56 4.60 4.66 4.44 4.44 Expected volatility 0.01 % 1.38 % 4.89 % 1.0 % 1.0 % 1.0 % 2.5 % 2.4 % Probability of completing a Business Combination 24.5 % 23.9 % 14.4 % 90 % 90 % 90 % 90 % 90 % Stock price $ 10.650 $ 10.470 $ 10.400 $ 10.220 $ 10.220 $ 10.170 $ 10.080 $ 10.080 1 The Company changed its valuation technique to incorporate the market debt rate as a significant input to the Monte Carlo simulation for the valuation of the Subscription Warrants as of December 31, 2022, November 25, 2022, October 27, 2022, May 9, 2022, April 27, 2022, and April 4, 2022. In the case that the Subscription Warrants were exercised, the risk-free interest rate was used. In the case that the put option was exercised, the market debt rate was used. The risk-free interest rate was used in both scenarios in the Monte Carlo simulation for the valuation of the Subscription Warrants as of March 23, 2022 and March 21, 2022. The following tables presents the changes in the fair value of the Company’s Level 3 financial instruments that are measured at fair value: SCHEDULE OF CHANGES IN FAIR VALUE OF FINANCIAL INSTRUMENTS Fair value as of December 31, 2020 $ 10,763,361 Change in fair value (6,575,140 ) Fair value as of December 31, 2021 $ 4,188,221 Fair value as of December 31, 2021 $ 4,188,221 Fair value of Subscription Warrants at issuance on March 21, 2022 5,370,185 Fair value of Subscription Warrants at issuance on March 23, 2022 337,991 Fair value of Subscription Warrants at issuance on April 4, 2022 341,967 Fair value of Subscription Warrants at issuance on April 27, 2022 417,037 Fair value of Subscription Warrants at issuance on May 9, 2022 162,003 Fair value of Subscription Warrants at issuance on October 27, 2022 65,326 Fair value of Subscription Warrants at issuance on November 25, 2022 121,093 Change in fair value (8,468,308 ) Fair value as of December 31, 2022 $ 2,535,515 VIVEON HEALTH ACQUISITION CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS The Company recognized a loss in connection with changes in the fair value of the Private and Subscription Warrants of $ 8,468,308 6,575,140

INCOME TAXES (Restated)

INCOME TAXES (Restated)	12 Months Ended
	Dec. 31, 2022
Income Tax Disclosure [Abstract]
INCOME TAXES (Restated)	NOTE 12. INCOME TAXES (Restated) The Company’s net deferred tax assets (liabilities) as of December 31, 2022 and December 31, 2021 are as follows: SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES December 31, 2022 December 31, 2021 Deferred tax assets: Start-up costs $ 1,097,004 $ 791,079 Accrued interest 100,569 Transaction costs — — Net operating loss carryforwards 704,303 39,259 Total deferred tax assets 1,901,876 830,338 Valuation allowance (1,862,617 ) (830,338 ) Deferred tax assets, net of allowance $ 39,259 $ — The income tax provision for the year ended December 31, 2022 and December 31, 2021 consist of the following: SCHEDULE OF INCOME TAX PROVISION December 31, 2022 December 31, 2021 Federal Current $ 100,569 $ — Deferred (1,071,538 ) (824,916 ) State Current $ — $ — Deferred — — Change in valuation allowance 1,032,279 824,916 Income tax provision $ 61,310 $ — As of December 31, 2022 and 2021, the Company has available U.S. federal operating loss carry forwards of approximately $ 3,354,000 187,000 In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax assets, projected future taxable income and tax planning strategies in making this assessment. After consideration of all the information available, management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore established a partial valuation allowance. For the year ended December 31, 2022 and December 31, 2021, the valuation allowance was $ 1,862,617 830,338 A reconciliation of the federal income tax rate to the Company’s effective tax rate as of December 31, 2022 and December 31, 2021 are as follows: SCHEDULE OF EFFECTIVE INCOME TAX RATE RECONCILIATION December 31, 2022 (As Restated) December 31, 2021 Statutory federal income tax rate 21.0 % 21.0 % State taxes, net of federal tax benefit 0.0 % 0.0 % Change in fair value of derivative warrant liabilities 326.9 % (55.5 )% Non-deductible transaction costs (30.3 )% 0 % Stock compensation expense 0.0 % 1.3 % Other permanent items, net (0.1 )% 0 % Warrant issuance costs (139.0 )% 0.0 % Change in valuation allowance (189.8 )% 33.2 % Income tax provision (11.3 )% 0.0 % ASC 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 to be sustained upon examination by taxing authorities. There were unrecognized tax benefits as of December 31, 2022 and December 31, 2021 of $ 765,613 0 Below is a tabular reconciliation of the total amount of unrecognized tax benefits as of the years: SCHEDULE OF UNRECOGNIZED TAX BENEFITS 2022 2021 Year Ended December 31, 2022 2021 Uncertain tax benefits - January 1 $ — $ — Gross increases - Tax positions in prior period 765,613 — Uncertain tax benefits - December 31 $ 765,613 $ — The Company files income tax returns in the U.S. federal jurisdiction and Georgia. Tax returns since inception remain open and subject to examination.

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	12 Months Ended
	Dec. 31, 2022
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	NOTE 13. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the consolidated balance sheet date up to the date that the consolidated financial statements were issued. Based upon this review, other than as described in Note 1, Note 3, Note 6, Note 8, the Company did not identify any subsequent events that would have required adjustment or disclosure in the consolidated financial statements.

SUMMARY OF SIGNIFICANT ACCOUN_2

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	12 Months Ended
	Dec. 31, 2022
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying consolidated financial statements of the Company are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”).
Principles of Consolidation	Principles of Consolidation The consolidated financial statements include the accounts of the Company and its majority-owned and controlled operating subsidiary, Old Merger Sub after elimination of all intercompany transactions and balances as of December 31, 2022 and 2021.
Emerging Growth Company	Emerging Growth Company The Company is an “emerging growth company”, as defined in Section 2(a) of the Securities Act of 1933, as amended, (the “Securities Act”), as modified by the Jumpstart Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. The Company has elected to implement the aforementioned exemptions. In addition, Section 107 of the JOBS Act also provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. The Company intends to take advantage of the benefits of this extended transition period. VIVEON HEALTH ACQUISITION CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Use of Estimates	Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ from those estimates. The initial valuation of the Public Warrants (as defined in Note 4), Rights (as defined in Note 4) common stock subject to redemption and the periodic valuation of the Private Warrants and Subscription Warrants (as defined in Note 5) required management to exercise significant judgement in its estimates.
Cash and Cash Equivalents	Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The cash equivalents in the amount of $ 6,346 350,455
Investments Held in Trust Account	Investments Held in Trust Account As of December 31, 2022 and December 31, 2021, substantially all of the assets held in the Trust Account were held in a money market account and mutual funds which invested in U.S. Treasury securities, respectively. The assets were transferred from mutual funds to a money market account on December 21, 2022. The assets in the amount of $ 53,815,395 203,282,989
Warrants	Warrants The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in ASC 480 and ASC Topic 815, Derivatives and Hedging For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance and recorded as a warrant liability. In accordance with guidance contained in ASC 815, the Public Warrants (as defined in Note 4) qualify for equity treatment. The Private Warrants and Subscription Warrants (as defined in Note 7) do not qualify as equity and are recorded as liabilities at fair value. Changes in the estimated fair value of the Private Warrants and Subscription Warrants are recognized as non-cash gains or losses on the consolidated statements of operations.
Debt with Conversion and Other Options	Debt with Conversion and Other Options The Company accounts for a series of unsecured senior promissory note agreements under ASC Topic ASC 470-20-25-2, Debt with Conversion and Other Options - Debt Instruments with Detachable Warrants VIVEON HEALTH ACQUISITION CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Common Stock Subject to Possible Redemption	Common Stock Subject to Possible Redemption All of the 5,032,874 The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid in capital and accumulated deficit. There was no change in redemption value for the year ended December 31, 2021. In connection with extending the Company’s Original Termination Date to the Extended Date, the Company deposited $ 720,000 240,000 240,000 240,000 240,000 240,000 100,000 2,607,712 In connection to the Company’s Third Extended Date, On June 27, 2023, the Company deposited the payment of $ 85,000 As of December 31, 2022 and December 31, 2021, the redeemable common stock reflected in the consolidated balance sheets are reconciled in the following table: SCHEDULE OF REDEEMABLE COMMON STOCK REFLECTED IN THE CONSOLIDATED BALANCE SHEETS Gross proceeds $ 201,250,000 Less: Fair value of Public Warrants at issuance (10,384,500 ) Fair value of Rights at issuance (9,136,750 ) Issuance costs allocated to common stock subject to possible redemption (10,660,961 ) Plus: Remeasurement of carrying value to redemption value 32,194,711 Common stock subject to possible redemption as of December 31, 2021 203,262,500 Redemption of common stock by stockholders (152,451,819 ) Common stock tendered for redemption (34,004,514 ) Remeasurement of carrying value to redemption value 2,607,712 Common stock subject to possible redemption as of December 31, 2022 $ 19,413,879
Offering Costs associated with the Initial Public Offering	Offering Costs associated with the Initial Public Offering The Company complies with the requirements of ASC Topic 340, Other Assets and Deferred Costs Expenses of Offering 11,830,356 4,025,000 7,043,750 761,606 10,660,961 1,144,422 24,973 VIVEON HEALTH ACQUISITION CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Share-Based Payment Arrangements	Share-Based Payment Arrangements The Company accounts for stock awards in accordance with ASC Topic 718, Compensation - Stock Compensation Costs equal to these fair values are recognized ratably over the requisite service period based on the number of awards that are expected to vest, or in the period of grant for awards that vest immediately and have no future service condition. For awards that vest over time, cumulative adjustments in later periods are recorded to the extent actual forfeitures differ from the Company’s initial estimates; previously recognized compensation cost is reversed if the service or performance conditions are not satisfied and the award is forfeited.
Income Taxes	Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC Topic 740, Income Taxes ASC 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 to be sustained upon examination by taxing authorities. There were unrecognized tax benefits as of December 31, 2022 and 2021 of $ 765,613 0 See Note 12 for additional information on income taxes for the periods presented.
Net (Loss) Income Per Common Share - As Restated	Net (Loss) Income Per Common Share - As Restated Net (loss) income per common share is computed by dividing net (loss) income by the weighted average number of common shares outstanding for the period. The calculation of diluted (loss) income per common share does not consider the effect of the Public Warrants (as defined in Note 4), Private Warrants, Subscription Warrants (as defined in Note 7), and Rights (as defined in Note 4) since the exercise of the warrants and Rights are contingent upon the occurrence of future events and the inclusion of such warrants and Rights would be anti-dilutive. The warrants and Rights are exercisable to purchase 22,068,750 VIVEON HEALTH ACQUISITION CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS The following table reflects the calculation of basic and diluted net (loss) income per common share (in dollars, except per share amounts): SCHEDULE OF BASIC AND DILUTED NET (LOSS) INCOME PER COMMON SHARE Redeemable Common Stock Non-redeemable Common Stock Redeemable Common Stock Non-redeemable Common Stock For the Year ended December 31, 2022 For the Year ended December 31, 2021 Redeemable Common Stock Non-redeemable Common Stock Redeemable Common Stock Non-redeemable Common Stock Basic and diluted net (loss) income per share: Numerator: Net (loss) income $ (405,992 ) $ (199,302 ) $ 2,074,858 $ 414,971 Denominator: Weighted Average Common Stock 8,199,223 4,025,000 20,125,000 4,025,000 Basic and diluted net (loss) income per common share $ (0.05 ) $ (0.05 ) $ 0.10 $ 0.10
Concentration of Credit Risk	Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $ 250,000
Fair Value of Financial Instruments	Fair Value of Financial Instruments The Company applies ASC Topic 820, Fair Value Measurement The carrying amounts reflected in the consolidated balance sheets for current assets and current liabilities approximate fair value due to their short-term nature. Level 1 — Assets and liabilities with unadjusted, quoted prices listed on active market exchanges. Inputs to the fair value measurement are observable inputs, such as quoted prices in active markets for identical assets or liabilities. Level 2 — Inputs to the fair value measurement are determined using prices for recently traded assets and liabilities with similar underlying terms, as well as direct or indirect observable inputs, such as interest rates and yield curves that are observable at commonly quoted intervals. Level 3 — Inputs to the fair value measurement are unobservable inputs, such as estimates, assumptions, and valuation techniques when little or no market data exists for the assets or liabilities. See Note 11 for additional information on assets and liabilities measured at fair value. VIVEON HEALTH ACQUISITION CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Derivative Financial Instruments	Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC 815. The Company’s derivative instruments are recorded at fair value and re-valued at each reporting date, with changes in the fair value reported in the consolidated statements of operations. Derivative assets and liabilities are classified on the consolidated balance sheets as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. The Company has determined the Private Warrants and Subscription Warrants (as defined in Note 7) are derivative instruments. As the Private Warrants and Subscription Warrants meet the definition of a derivative the warrants are measured at fair value at issuance and at each reporting date in accordance with ASC 820 with changes in fair value recognized in the consolidated statements of operations in the period of change. In accordance with ASC Topic 825, Financial Instruments, the Company has concluded that a portion of the transaction costs which directly related to the Initial Public Offering and the Private Placement, should be allocated to the Private Warrants based on their relative fair value against total proceeds, and recognized as transaction costs in the consolidated statements of operations.
Recent Accounting Standards	Recent Accounting Standards The Company’s management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the accompanying consolidated financial statements.

RESTATEMENT OF PREVIOUSLY ISS_2

RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS (Tables)	12 Months Ended
	Dec. 31, 2022
Accounting Changes and Error Corrections [Abstract]
SCHEDULE OF EFFECT OF THE RESTATEMENT ON EACH FINANCIAL STATEMENT	The following tables summarize the effect of the restatement on each financial statement line item as of the date, and for the periods indicated. SCHEDULE OF EFFECT OF THE RESTATEMENT ON EACH FINANCIAL STATEMENT Previously Reported Adjustments As Restated March 31, 2022 Previously Reported Adjustments As Restated Condensed Consolidated Balance Sheet as of March 31, 2022 Accrued costs and expenses $ 2,614,241 $ 84,250 $ 2,698,491 Total current liabilities $ 3,211,184 $ 84,250 $ 3,295,434 Total liabilities $ 17,357,774 $ 84,250 $ 17,442,024 Accumulated deficit $ (15,230,263 ) $ (84,250 ) $ (15,314,513 ) Total stockholders’ deficit $ (15,229,760 ) $ (84,250 ) $ (15,314,010 ) Condensed Consolidated Statement of Operations for the Three Months Ended March 31, 2022 Professional fees $ 742,040 $ 84,250 $ 826,290 Loss from operations $ (1,073,707 ) $ (84,250 ) $ (1,157,957 ) Net loss $ (1,523,944 ) $ (84,250 ) $ (1,608,194 ) Condensed Consolidated Statement of Changes in Shareholders’ Deficit for the Three Months Ended March 31, 2022 Net loss $ (1,523,944 ) $ (84,250 ) $ (1,608,194 ) Balance at March 31, 2022 - Accumulated Deficit $ (15,230,263 ) $ (84,250 ) $ (15,314,513 ) Balance at March 31, 2022 - Total Stockholders’ Deficit $ (15,229,760 ) $ (84,250 ) $ (15,314,010 ) Condensed Consolidated Statement of Cash Flows for the Three Months Ended March 31, 2022 Net loss $ (1,523,944 ) $ (84,250 ) $ (1,608,194 ) Accrued costs and expenses $ 399,579 $ 84,250 $ 483,829 Previously Reported Adjustments As Restated June 30, 2022 Previously Reported Adjustments As Restated Condensed Consolidated Balance Sheet as of June 30, 2022 Accrued costs and expenses $ 2,467,120 $ 180,906 $ 2,648,026 Total current liabilities $ 3,280,781 $ 180,906 $ 3,461,687 Total liabilities $ 16,614,688 $ 180,906 $ 16,795,594 Accumulated deficit $ (14,995,980 ) $ (180,906 ) $ (15,176,886 ) Total stockholders’ deficit $ (14,995,477 ) $ (180,906 ) $ (15,176,383 ) Condensed Consolidated Statement of Operations for the Three Months Ended June 30, 2022 Professional fees $ 436,108 $ 96,656 $ 532,764 Loss from operations $ (639,351 ) $ (96,656 ) $ (736,007 ) Net income (loss) $ 474,283 $ (96,656 ) $ 377,627 Basic and diluted net income per common share $ 0.05 $ (0.01 ) $ 0.04 Condensed Consolidated Statement of Operations for the Six Months Ended June 30, 2022 Professional fees $ 1,178,148 $ 180,906 $ 1,359,054 Loss from operations $ (1,713,058 ) $ (180,906 ) $ (1,893,964 ) Net loss $ (1,049,661 ) $ (180,906 ) $ (1,230,567 ) Basic and diluted net loss per common share $ (0.07 ) $ (0.01 ) $ (0.08 ) Condensed Consolidated Statement of Changes in Shareholders’ Deficit for the Three Months Ended March 31, 2022 Net loss $ (1,523,944 ) $ (84,250 ) $ (1,608,194 ) Balance at March 31, 2022 - Accumulated Deficit $ (15,230,263 ) $ (84,250 ) $ (15,314,513 ) Balance at March 31, 2022 - Total Stockholders’ Deficit $ (15,229,760 ) $ (84,250 ) $ (15,314,010 ) Condensed Consolidated Statement of Changes in Shareholders’ Deficit for the Three Months Ended June 30, 2022 Net income $ 474,283 $ (96,656 ) $ 377,627 Balance at June 30, 2022 - Accumulated Deficit $ (14,995,980 ) $ (180,906 ) $ (15,176,886 ) Balance at June 30, 2022 - Total Stockholders’ Deficit $ (14,995,477 ) $ (180,906 ) $ (15,176,383 ) Condensed Consolidated Statement of Cash Flows for the Six Months Ended June 30, 2022 Net loss $ (1,049,661 ) $ (180,906 ) $ (1,230,567 ) Accrued costs and expenses $ 534,458 $ 180,906 $ 715,364 Previously Reported Adjustments As Restated September 30, 2022 Previously Reported Adjustments As Restated Condensed Consolidated Balance Sheet as of September 30, 2022 Accrued costs and expenses $ 2,859,521 $ 274,506 $ 3,134,027 Total current liabilities $ 4,492,794 $ 274,506 $ 4,767,300 Total liabilities $ 18,764,521 $ 274,506 $ 19,039,027 Accumulated deficit $ (18,119,296 ) $ (274,506 ) $ (18,393,802 ) Total stockholders’ deficit $ (18,118,793 ) $ (274,506 ) $ (18,393,299 ) Condensed Consolidated Statement of Operations for the Three Months Ended September 30, 2022 Professional fees $ 703,829 $ 93,600 $ 797,429 Loss from operations $ (939,769 ) $ (93,600 ) $ (1,033,369 ) Net loss $ (2,384,891 ) $ (93,600 ) $ (2,478,491 ) Basic and diluted net loss per common share $ (0.26 ) $ (0.01 ) $ (0.27 ) Condensed Consolidated Statement of Operations for the Nine Months Ended September 30, 2022 Professional fees $ 1,881,977 $ 274,506 $ 2,156,483 Loss from operations $ (2,652,827 ) $ (274,506 ) $ (2,927,333 ) Net loss $ (3,434,552 ) $ (274,506 ) $ (3,709,058 ) Basic and diluted net loss per common share $ (0.26 ) $ (0.02 ) $ (0.28 ) Condensed Consolidated Statement of Changes in Shareholders’ Deficit for the Three Months Ended March 31, 2022 Net loss $ (1,523,944 ) $ (84,250 ) $ (1,608,194 ) Balance at March 31, 2022 – Accumulated Deficit $ (15,230,263 ) $ (84,250 ) $ (15,314,513 ) Balance at March 31, 2022 – Total Stockholders’ Deficit $ (15,229,760 ) $ (84,250 ) $ (15,314,010 ) Condensed Consolidated Statement of Changes in Shareholders’ Deficit for the Three Months Ended June 30, 2022 Net income $ 474,283 $ (96,656 ) $ 377,627 Balance at June 30, 2022 - Accumulated Deficit $ (14,995,980 ) $ (180,906 ) $ (15,176,886 ) Balance at June 30, 2022 - Total Stockholders’ Deficit $ (14,995,477 ) $ (180,906 ) $ (15,176,383 ) Condensed Consolidated Statement of Changes in Shareholders’ Deficit for the Three Months Ended September 30, 2022 Net loss $ (2,384,891 ) $ (93,600 ) $ (2,478,491 ) Balance at September 30, 2022 – Accumulated Deficit $ (18,119,296 ) $ (274,506 ) $ (18,393,802 ) Balance at September 30, 2022 – Total Stockholders’ Deficit $ (18,118,793 ) $ (274,506 ) $ (18,393,299 ) Condensed Consolidated Statement of Cash Flows for the Nine Months Ended September 30, 2022 Net loss $ (3,434,552 ) $ (274,506 ) $ (3,709,058 ) Accrued costs and expenses $ 926,859 $ 274,506 $ 1,201,365 Previously Reported Adjustments As Restated December 31, 2022 Previously Reported Adjustments As Restated Condensed Consolidated Balance Sheet as of December 31, 2022 Accrued costs and expenses $ 2,150,712 $ 118,506 $ 2,269,218 Total current liabilities $ 40,909,830 $ 118,506 $ 41,028,336 Total liabilities $ 50,589,664 $ 118,506 $ 50,708,170 Accumulated deficit $ (16,080,819 ) $ (118,506 ) $ (16,199,325 ) Total stockholders’ deficit $ (16,080,316 ) $ (118,506 ) $ (16,198,822 ) Condensed Consolidated Statement of Operations for the Year Ended December 31, 2022 Professional fees $ 1,368,699 $ 118,506 $ 1,487,205 Loss from operations $ (2,371,301 ) $ (118,506 ) $ (2,489,807 ) Loss before income taxes $ (425,478 ) $ (118,506 ) $ (543,984 ) Net loss $ (486,788 ) $ (118,506 ) $ (605,294 ) Basic and diluted net loss per common share $ (0.04 ) $ (0.01 ) $ (0.05 ) Condensed Consolidated Statement of Changes in Shareholders’ Deficit for the Year Ended December 31, 2022 Net loss $ (486,788 ) $ (118,506 ) $ (605,294 ) Balance at December 31, 2022 – Accumulated Deficit $ (16,080,819 ) $ (118,506 ) $ (16,199,325 ) Balance at December 31, 2022 – Total Stockholders’ Deficit $ (16,080,316 ) $ (118,506 ) $ (16,198,822 ) Condensed Consolidated Statement of Cash Flows for the Year Ended December 31, 2022 Net (loss) $ (486,788 ) $ (118,506 ) $ (605,294 ) Accrued costs and expenses $ 228,050 $ 118,506 $ 346,556

SUMMARY OF SIGNIFICANT ACCOUN_3

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)	12 Months Ended
	Dec. 31, 2022
Accounting Policies [Abstract]
SCHEDULE OF REDEEMABLE COMMON STOCK REFLECTED IN THE CONSOLIDATED BALANCE SHEETS	SCHEDULE OF REDEEMABLE COMMON STOCK REFLECTED IN THE CONSOLIDATED BALANCE SHEETS Gross proceeds $ 201,250,000 Less: Fair value of Public Warrants at issuance (10,384,500 ) Fair value of Rights at issuance (9,136,750 ) Issuance costs allocated to common stock subject to possible redemption (10,660,961 ) Plus: Remeasurement of carrying value to redemption value 32,194,711 Common stock subject to possible redemption as of December 31, 2021 203,262,500 Redemption of common stock by stockholders (152,451,819 ) Common stock tendered for redemption (34,004,514 ) Remeasurement of carrying value to redemption value 2,607,712 Common stock subject to possible redemption as of December 31, 2022 $ 19,413,879
SCHEDULE OF BASIC AND DILUTED NET (LOSS) INCOME PER COMMON SHARE	The following table reflects the calculation of basic and diluted net (loss) income per common share (in dollars, except per share amounts): SCHEDULE OF BASIC AND DILUTED NET (LOSS) INCOME PER COMMON SHARE Redeemable Common Stock Non-redeemable Common Stock Redeemable Common Stock Non-redeemable Common Stock For the Year ended December 31, 2022 For the Year ended December 31, 2021 Redeemable Common Stock Non-redeemable Common Stock Redeemable Common Stock Non-redeemable Common Stock Basic and diluted net (loss) income per share: Numerator: Net (loss) income $ (405,992 ) $ (199,302 ) $ 2,074,858 $ 414,971 Denominator: Weighted Average Common Stock 8,199,223 4,025,000 20,125,000 4,025,000 Basic and diluted net (loss) income per common share $ (0.05 ) $ (0.05 ) $ 0.10 $ 0.10

NOTE AGREEMENTS PAYABLE (Tables

NOTE AGREEMENTS PAYABLE (Tables)	12 Months Ended
	Dec. 31, 2022
Debt Disclosure [Abstract]
SCHEDULE OF NOTES	The following table presents the Notes as of December 31, 2022: SCHEDULE OF NOTES Note $ 4,000,000 Debt discount $ — Carrying value of notes $ 4,000,000

FAIR VALUE MEASUREMENTS (Tables

FAIR VALUE MEASUREMENTS (Tables)	12 Months Ended
	Dec. 31, 2022
Class of Warrant or Right [Line Items]
SCHEDULE OF FAIR VALUE ASSETS AND LIABILITIES MEASURED ON RECURRING BASIS	SCHEDULE OF FAIR VALUE ASSETS AND LIABILITIES MEASURED ON RECURRING BASIS Description Amount at Fair Value Level 1 Level 2 Level 3 December 31, 2022 Assets Money Market Account $ 6,346 $ 6,346 $ — $ — Money Market Funds held in Trust Account $ 53,815,395 $ 53,815,395 $ — $ — Liabilities Private Warrant Liability $ 900,000 $ — $ — $ 900,000 Subscription Warrant Liability $ 1,635,515 $ — $ — $ 1,635,515 December 31, 2021 Assets Money Market Account $ 350,455 $ 350,455 $ — $ — Mutual Funds held in Trust Account $ 203,282,989 $ 203,282,989 $ — $ — Liabilities Private Warrant Liability $ 4,188,221 $ — $ — $ 4,188,221
SCHEDULE OF CHANGES IN FAIR VALUE OF FINANCIAL INSTRUMENTS	The following tables presents the changes in the fair value of the Company’s Level 3 financial instruments that are measured at fair value: SCHEDULE OF CHANGES IN FAIR VALUE OF FINANCIAL INSTRUMENTS Fair value as of December 31, 2020 $ 10,763,361 Change in fair value (6,575,140 ) Fair value as of December 31, 2021 $ 4,188,221 Fair value as of December 31, 2021 $ 4,188,221 Fair value of Subscription Warrants at issuance on March 21, 2022 5,370,185 Fair value of Subscription Warrants at issuance on March 23, 2022 337,991 Fair value of Subscription Warrants at issuance on April 4, 2022 341,967 Fair value of Subscription Warrants at issuance on April 27, 2022 417,037 Fair value of Subscription Warrants at issuance on May 9, 2022 162,003 Fair value of Subscription Warrants at issuance on October 27, 2022 65,326 Fair value of Subscription Warrants at issuance on November 25, 2022 121,093 Change in fair value (8,468,308 ) Fair value as of December 31, 2022 $ 2,535,515
Private Warrants [Member]
Class of Warrant or Right [Line Items]
SCHEDULE OF FAIR VALUE MEASUREMENT INPUTS AND VALUATION TECHNIQUES	The key inputs into the Monte Carlo simulation for the Private Warrants as of December 31, 2022 and December 31, 2021 were as follows: SCHEDULE OF FAIR VALUE MEASUREMENT INPUTS AND VALUATION TECHNIQUES Inputs As of December 31, 2022 As of December 31, 2021 Risk-free interest rate 4.39 % 1.30 % Expected term remaining (years) 1 2.11 5.50 Expected volatility 0.01 % 7.6 % Stock price $ 10.650 $ 10.020
Subscription Warrants [Member]
Class of Warrant or Right [Line Items]
SCHEDULE OF FAIR VALUE MEASUREMENT INPUTS AND VALUATION TECHNIQUES	The key inputs into the Monte Carlo simulation for the Subscription Warrants as of December 31, 2022 and the issuance dates were as follows: SCHEDULE OF FAIR VALUE MEASUREMENT INPUTS AND VALUATION TECHNIQUES Inputs As of December 31, 2022 As of November 25, 2022 (Initial Measurement) As of October 27, 2022 (Initial Measurement) As of May 9, 2022 (Initial Measurement) As of April 27, 2022 (Initial Measurement) As of April 4, 2022 (Initial Measurement) As of March 23, 2022 (Initial Measurement) As of March 21, 2022 (Initial Measurement) Risk-free interest rate 4.04 % 3.90 % 4.11 % 2.92 % 2.80 % 2.57 % 2.33 % 2.33 % Market debt rate 1 9.19 % 8.70 % 9.64 % 7.49 % 6.75 % 6.09 % N/A N/A Expected term remaining (years) 4.60 4.70 4.78 4.56 4.60 4.66 4.44 4.44 Expected volatility 0.01 % 1.38 % 4.89 % 1.0 % 1.0 % 1.0 % 2.5 % 2.4 % Probability of completing a Business Combination 24.5 % 23.9 % 14.4 % 90 % 90 % 90 % 90 % 90 % Stock price $ 10.650 $ 10.470 $ 10.400 $ 10.220 $ 10.220 $ 10.170 $ 10.080 $ 10.080 1 The Company changed its valuation technique to incorporate the market debt rate as a significant input to the Monte Carlo simulation for the valuation of the Subscription Warrants as of December 31, 2022, November 25, 2022, October 27, 2022, May 9, 2022, April 27, 2022, and April 4, 2022. In the case that the Subscription Warrants were exercised, the risk-free interest rate was used. In the case that the put option was exercised, the market debt rate was used. The risk-free interest rate was used in both scenarios in the Monte Carlo simulation for the valuation of the Subscription Warrants as of March 23, 2022 and March 21, 2022.

INCOME TAXES (Restated) (Tables

INCOME TAXES (Restated) (Tables)	12 Months Ended
	Dec. 31, 2022
Income Tax Disclosure [Abstract]
SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES	The Company’s net deferred tax assets (liabilities) as of December 31, 2022 and December 31, 2021 are as follows: SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES December 31, 2022 December 31, 2021 Deferred tax assets: Start-up costs $ 1,097,004 $ 791,079 Accrued interest 100,569 Transaction costs — — Net operating loss carryforwards 704,303 39,259 Total deferred tax assets 1,901,876 830,338 Valuation allowance (1,862,617 ) (830,338 ) Deferred tax assets, net of allowance $ 39,259 $ —
SCHEDULE OF INCOME TAX PROVISION	The income tax provision for the year ended December 31, 2022 and December 31, 2021 consist of the following: SCHEDULE OF INCOME TAX PROVISION December 31, 2022 December 31, 2021 Federal Current $ 100,569 $ — Deferred (1,071,538 ) (824,916 ) State Current $ — $ — Deferred — — Change in valuation allowance 1,032,279 824,916 Income tax provision $ 61,310 $ —
SCHEDULE OF EFFECTIVE INCOME TAX RATE RECONCILIATION	A reconciliation of the federal income tax rate to the Company’s effective tax rate as of December 31, 2022 and December 31, 2021 are as follows: SCHEDULE OF EFFECTIVE INCOME TAX RATE RECONCILIATION December 31, 2022 (As Restated) December 31, 2021 Statutory federal income tax rate 21.0 % 21.0 % State taxes, net of federal tax benefit 0.0 % 0.0 % Change in fair value of derivative warrant liabilities 326.9 % (55.5 )% Non-deductible transaction costs (30.3 )% 0 % Stock compensation expense 0.0 % 1.3 % Other permanent items, net (0.1 )% 0 % Warrant issuance costs (139.0 )% 0.0 % Change in valuation allowance (189.8 )% 33.2 % Income tax provision (11.3 )% 0.0 %
SCHEDULE OF UNRECOGNIZED TAX BENEFITS	SCHEDULE OF UNRECOGNIZED TAX BENEFITS 2022 2021 Year Ended December 31, 2022 2021 Uncertain tax benefits - January 1 $ — $ — Gross increases - Tax positions in prior period 765,613 — Uncertain tax benefits - December 31 $ 765,613 $ —

DESCRIPTION OF ORGANIZATION, _2

DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN (Details Narrative) - USD ($)

12 Months Ended

Jun. 22, 2023

Apr. 05, 2023

Dec. 23, 2022

Nov. 10, 2022

Jul. 13, 2022

Apr. 30, 2021

Dec. 30, 2020

Dec. 28, 2020

Dec. 22, 2020

Dec. 31, 2022

Dec. 31, 2021

Jul. 27, 2023

Jun. 27, 2023

May 24, 2023

Apr. 28, 2023

Dec. 28, 2022

Nov. 28, 2022

Nov. 25, 2022

Oct. 28, 2022

Sep. 28, 2022

Aug. 30, 2022

Aug. 16, 2022

Jul. 26, 2022

Jun. 23, 2022

Mar. 27, 2022

Mar. 23, 2022

Mar. 18, 2022

Property, Plant and Equipment [Line Items]

Share price

$ 5.82

Gross proceeds

$ 201,250,000

Sale of units, value

$ 157,140

Initial business combination percentage of trust account

80%

Percentage of outstanding voting securities

50%

Business combination net tangible assets

$ 5,000,001

Aggregate percent of shares sold

20%

Redemption of public shares percentage

100%

Deposits

$ 240,000

$ 240,000

$ 240,000

$ 240,000

$ 240,000

$ 240,000

$ 240,000

$ 240,000

$ 100,000

$ 720,000

$ 152,451,819

Redemption payment shares

15,092,126

Repayments of related party debt

[1]

$ 228,758

Common stock, shares, outstanding

5,031,250

5,031,250

Asset, held-in-trust

$ 53,815,395

$ 203,282,989

$ 152,451,819

Outstanding public shares percentage

100%

Net of repayment subordinated convertible promissory note

$ 1,500,000

Agreegate warrants value

$ 2,582,075

Common stock, par value

$ 0.0001

$ 0.0001

Preferred Stock, Par or Stated Value Per Share

$ 0.0001

$ 0.0001

Percentage of lock up shares

50%

Cash and cash equivalents

$ 19,847

[2]

$ 395,235

Percentage of excise tax

1%

Common Stock [Member]

Property, Plant and Equipment [Line Items]

Purchase units

3,188,100

Share price

$ 12.50

Maximum [Member]

Property, Plant and Equipment [Line Items]

Company expenses and parent expenses

50,000,000

Minimum [Member]

Property, Plant and Equipment [Line Items]

Company expenses and parent expenses

$ 30,000,000

Subsequent Event [Member]

Property, Plant and Equipment [Line Items]

Deposits

$ 85,000

$ 85,000

$ 85,000

$ 100,000

$ 100,000

Redemption payment shares

227,359

Repayments of related party debt

$ 2,498,947.09

Share price

$ 10.99

Common stock, shares, outstanding

1,617,415

Asset, held-in-trust

$ 17,777,323.54

Common stock, par value

$ 0.001

Common Stock, Conversion Basis

the sum of $250 Million, plus the aggregate exercise or conversion price of outstanding Clearday’s stock options and warrants (excluding unvested options and options or warrants with an exercise or conversion price of $5.00 or more),

Subsequent Event [Member] | Viveon Equity Incentive Plan [Member]

Property, Plant and Equipment [Line Items]

Percentage of common stock issued and outstanding

8%

Subsequent Event [Member] | Clearday [Member]

Property, Plant and Equipment [Line Items]

Business combination net tangible assets

$ 5,000,001

Business Combination, Contingent Consideration, Liability

$ 250,000,000

Common stock, par value

$ 0.0001

Shares Issued, Price Per Share

10

Common Stock, Convertible, Conversion Price, Increase

$ 5

Subsequent Event [Member] | Clearday [Member] | Earnout Shares [Member]

Property, Plant and Equipment [Line Items]

Business Acquisition, Equity Interest Issued or Issuable, Number of Shares

5,000,000

Subsequent Event [Member] | New Merger [Member]

Property, Plant and Equipment [Line Items]

Common stock, par value

$ 0.0001

Forecast [Member]

Property, Plant and Equipment [Line Items]

Deposits

$ 100,000

$ 100,000

Series F Cumulative Convertible Preferred Stock [Member] | Subsequent Event [Member]

Property, Plant and Equipment [Line Items]

Preferred Stock, Par or Stated Value Per Share

$ 0.001

Preferred Stock, Conversion Basis

(A) one (1) share of Parent New Series F Preferred Stock plus (B) a number of Earnout Shares in accordance with, and subject to the contingencies, set forth in the Merger Agreement

Series A Cumulative Convertible Preferred Stock [Member] | Subsequent Event [Member]

Property, Plant and Equipment [Line Items]

Preferred Stock, Par or Stated Value Per Share

$ 0.001

Preferred Stock, Conversion Basis

(A) one (1) share of Parent New Series A Preferred Stock plus (B) a number of Earnout Shares in accordance with, and subject to the contingencies, set forth in the Merger Agreement

IPO [Member]

Property, Plant and Equipment [Line Items]

Sale of shares

17,500,000

Share price

$ 10

$ 10.10

Gross proceeds

$ 175,000,000

Sale of units, value

$ 203,262,500

Redemption percentage of outstanding public shares

100%

Common stock, par value

$ 0.0001

IPO [Member] | Public Shares [Member]

Property, Plant and Equipment [Line Items]

Sale of shares

17,500,000

Share price

$ 10

IPO [Member] | Private Warrants [Member]

Property, Plant and Equipment [Line Items]

Sale of shares

18,000,000

Share price

$ 0.50

Over-Allotment Option [Member]

Property, Plant and Equipment [Line Items]

Purchase units

2,625,000

875,000

Gross proceeds of options

$ 26,250,000

[1]Periods presented have been adjusted to reflect the adjustment of accrued costs and expenses and net (loss) income. Additional information regarding the adjustment may be found in Note 2 – Restatement of Previously Issued Financial Statements, included elsewhere in the notes to the financial statements.[2]Periods presented have been adjusted to reflect the adjustment of accrued costs and expenses. Additional information regarding the adjustment may be found in Note 2 – Restatement of Previously Issued Financial Statements, included elsewhere in the notes to the financial statements.

SCHEDULE OF EFFECT OF THE RESTA

SCHEDULE OF EFFECT OF THE RESTATEMENT ON EACH FINANCIAL STATEMENT (Details) - USD ($)	3 Months Ended			6 Months Ended	9 Months Ended	12 Months Ended
	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022	Jun. 30, 2022	Sep. 30, 2022	Dec. 31, 2022		Dec. 31, 2021
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Accrued costs and expenses	$ 3,134,027	$ 2,648,026	$ 2,698,491	$ 2,648,026	$ 3,134,027	$ 2,269,218	[1]	$ 1,927,662
Total current liabilities	4,767,300	3,461,687	3,295,434	3,461,687	4,767,300	41,028,336	[1]	2,188,432
Total liabilities	19,039,027	16,795,594	17,442,024	16,795,594	19,039,027	50,708,170	[1]	13,420,403
Accumulated deficit	(18,393,802)	(15,176,886)	(15,314,513)	(15,176,886)	(18,393,802)	(16,199,325)	[1]	(13,143,459)
Balance, value	(18,393,299)	(15,176,383)	(15,314,010)	(15,176,383)	(18,393,299)	(16,198,822)	[1],[2]	(12,985,816)
Professional fees	797,429	532,764	826,290	1,359,054	2,156,483	1,487,205	[3]	2,701,431
Loss from operations	(1,033,369)	(736,007)	(1,157,957)	(1,893,964)	(2,927,333)	(2,489,807)	[3]	(4,105,787)
Net (loss)	$ (2,478,491)	$ 377,627	(1,608,194)	(1,230,567)	(3,709,058)	(605,294)	[3],[4]	2,489,829
Accrued costs and expenses			483,829	$ 715,364	$ 1,201,365	$ 346,556	[4]	$ 969,370
Basic net (loss) income per common share	$ (0.27)	$ 0.04		$ (0.08)	$ (0.28)	$ (0.05)	[3]	$ 0.10
Diluted net (loss) income per common share	$ (0.27)	$ 0.04		$ (0.08)	$ (0.28)	$ (0.05)	[3]	$ 0.10
Loss before income taxes						$ (543,984)	[3]	$ 2,489,829
Retained Earnings [Member]
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Balance, value			(15,314,513)			(16,199,325)	[2]	(13,143,459)
Net (loss)						(605,294)		$ 2,489,829
Previously Reported [Member]
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Accrued costs and expenses	$ 2,859,521	$ 2,467,120	2,614,241	$ 2,467,120	$ 2,859,521	2,150,712
Total current liabilities	4,492,794	3,280,781	3,211,184	3,280,781	4,492,794	40,909,830
Total liabilities	18,764,521	16,614,688	17,357,774	16,614,688	18,764,521	50,589,664
Accumulated deficit	(18,119,296)	(14,995,980)	(15,230,263)	(14,995,980)	(18,119,296)	(16,080,819)
Balance, value	(18,118,793)	(14,995,477)	(15,229,760)	(14,995,477)	(18,118,793)	(16,080,316)
Professional fees	703,829	436,108	742,040	1,178,148	1,881,977	1,368,699
Loss from operations	(939,769)	(639,351)	(1,073,707)	(1,713,058)	(2,652,827)	(2,371,301)
Net (loss)	$ (2,384,891)	$ 474,283	(1,523,944)	(1,049,661)	(3,434,552)	(486,788)
Accrued costs and expenses			399,579	$ 534,458	$ 926,859	$ 228,050
Basic net (loss) income per common share	$ (0.26)	$ 0.05		$ (0.07)	$ (0.26)	$ (0.04)
Diluted net (loss) income per common share	$ (0.26)	$ 0.05		$ (0.07)	$ (0.26)	$ (0.04)
Loss before income taxes						$ (425,478)
Previously Reported [Member] | Retained Earnings [Member]
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Accumulated deficit	$ (18,119,296)	$ (14,995,980)	(15,230,263)	$ (14,995,980)	$ (18,119,296)
Balance, value			(15,230,263)			(16,080,819)
Revision of Prior Period, Error Correction, Adjustment [Member]
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Accrued costs and expenses	274,506	180,906	84,250	180,906	274,506	118,506
Total current liabilities	274,506	180,906	84,250	180,906	274,506	118,506
Total liabilities	274,506	180,906	84,250	180,906	274,506	118,506
Accumulated deficit	(274,506)	(180,906)	(84,250)	(180,906)	(274,506)	(118,506)
Balance, value	(274,506)	(180,906)	(84,250)	(180,906)	(274,506)	(118,506)
Professional fees	93,600	96,656	84,250	180,906	274,506	118,506
Loss from operations	(93,600)	(96,656)	(84,250)	(180,906)	(274,506)	(118,506)
Net (loss)	$ (93,600)	$ (96,656)	(84,250)	(180,906)	(274,506)	(118,506)
Accrued costs and expenses			84,250	$ 180,906	$ 274,506	$ 118,506
Basic net (loss) income per common share	$ (0.01)	$ (0.01)		$ (0.01)	$ (0.02)	$ (0.01)
Diluted net (loss) income per common share	$ (0.01)	$ (0.01)		$ (0.01)	$ (0.02)	$ (0.01)
Loss before income taxes						$ (118,506)
Revision of Prior Period, Error Correction, Adjustment [Member] | Retained Earnings [Member]
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Accumulated deficit	$ (274,506)	$ (180,906)	(84,250)	$ (180,906)	$ (274,506)
Balance, value			$ (84,250)			$ (118,506)
[1]Periods presented have been adjusted to reflect the adjustment of accrued costs and expenses. Additional information regarding the adjustment may be found in Note 2 – Restatement of Previously Issued Financial Statements, included elsewhere in the notes to the financial statements.[2]Periods presented have been adjusted to reflect the adjustment of professional fees and net (loss) income. Additional information regarding the adjustment may be found in Note 2 – Restatement of Previously Issued Financial Statements, included elsewhere in the notes to the financial statements.[3]Periods presented have been adjusted to reflect the adjustment of professional fees and net (loss) income. Additional information regarding the adjustment may be found in Note 2 – Restatement of Previously Issued Financial Statements, included elsewhere in the notes to the financial statements.[4]Periods presented have been adjusted to reflect the adjustment of accrued costs and expenses and net (loss) income. Additional information regarding the adjustment may be found in Note 2 – Restatement of Previously Issued Financial Statements, included elsewhere in the notes to the financial statements.

RESTATEMENT OF PREVIOUSLY ISS_3

RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS (Details Narrative) - USD ($)		12 Months Ended
	Oct. 25, 2021	Dec. 31, 2022	Dec. 31, 2021
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Accrued cost and expenses		$ 500,000	$ 500,000
Professional fees	$ 15,000
Business combination	15,000
Success fee payment	300,000
Restructuring costs		34,000
Investor [Member]
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Value of stock issued for services		17,000
Maximum [Member]
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Fee Income	$ 200,000
Revision of Prior Period, Error Correction, Adjustment [Member]
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Accrued cost and expenses		250,000
Professional fees		$ 250,000

SCHEDULE OF REDEEMABLE COMMON S

SCHEDULE OF REDEEMABLE COMMON STOCK REFLECTED IN THE CONSOLIDATED BALANCE SHEETS (Details) - USD ($)	12 Months Ended
	Dec. 31, 2022		Dec. 31, 2021
Accounting Policies [Abstract]
Gross proceeds			$ 201,250,000
Fair value of Public Warrants at issuance			(10,384,500)
Fair value of Rights at issuance			(9,136,750)
Issuance costs allocated to common stock subject to possible redemption			(10,660,961)
Remeasurement of carrying value to redemption value	$ 2,607,712		32,194,711
Common stock subject to possible redemption as of December 31, 2021	203,262,500
Redemption of common stock by stockholders	(152,451,819)
Redemption of common share, value	(34,004,514)	[1]
Common stock subject to possible redemption as of December 31, 2022	$ 19,413,879	[1]	$ 203,262,500
[1]Periods presented have been adjusted to reflect the adjustment of accrued costs and expenses. Additional information regarding the adjustment may be found in Note 2 – Restatement of Previously Issued Financial Statements, included elsewhere in the notes to the financial statements.

SCHEDULE OF BASIC AND DILUTED N

SCHEDULE OF BASIC AND DILUTED NET (LOSS) INCOME PER COMMON SHARE (Details) - USD ($)	3 Months Ended			6 Months Ended	9 Months Ended	12 Months Ended
	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022	Jun. 30, 2022	Sep. 30, 2022	Dec. 31, 2022		Dec. 31, 2021
Numerator:
Net (loss) income	$ (2,478,491)	$ 377,627	$ (1,608,194)	$ (1,230,567)	$ (3,709,058)	$ (605,294)	[1],[2]	$ 2,489,829
Denominator:
Weighted Average Common Stock						12,224,223	[1]	24,150,000
Basic net (loss) income per common share	$ (0.27)	$ 0.04		$ (0.08)	$ (0.28)	$ (0.05)	[1]	$ 0.10
Diluted net (loss) income per common share	$ (0.27)	$ 0.04		$ (0.08)	$ (0.28)	$ (0.05)	[1]	$ 0.10
Redeemable Common Stock [Member]
Numerator:
Net (loss) income						$ (405,992)		$ 2,074,858
Denominator:
Weighted Average Common Stock						8,199,223		20,125,000
Basic net (loss) income per common share						$ (0.05)		$ 0.10
Diluted net (loss) income per common share						$ (0.05)		$ 0.10
Non Redeemable Common Stock [Member]
Numerator:
Net (loss) income						$ (199,302)		$ 414,971
Denominator:
Weighted Average Common Stock						4,025,000		4,025,000
Basic net (loss) income per common share						$ (0.05)		$ 0.10
Diluted net (loss) income per common share						$ (0.05)		$ 0.10
[1]Periods presented have been adjusted to reflect the adjustment of professional fees and net (loss) income. Additional information regarding the adjustment may be found in Note 2 – Restatement of Previously Issued Financial Statements, included elsewhere in the notes to the financial statements.[2]Periods presented have been adjusted to reflect the adjustment of accrued costs and expenses and net (loss) income. Additional information regarding the adjustment may be found in Note 2 – Restatement of Previously Issued Financial Statements, included elsewhere in the notes to the financial statements.

SUMMARY OF SIGNIFICANT ACCOUN_4

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Jul. 27, 2023	Jun. 27, 2023	Jun. 22, 2023	May 24, 2023	Apr. 28, 2023	Dec. 28, 2022	Nov. 28, 2022	Nov. 25, 2022	Oct. 28, 2022	Sep. 28, 2022	Aug. 30, 2022	Jul. 26, 2022	Jun. 23, 2022	Mar. 27, 2022	Mar. 23, 2022	Mar. 18, 2022	Dec. 31, 2020
Subsequent Event [Line Items]
Cash equivalents	$ 6,346	$ 350,455
Investment held in Trust Account	$ 53,815,395	203,282,989																$ 152,451,819
Temporary equity, shares issued	5,032,874																	5,032,874
Deposits								$ 240,000	$ 240,000	$ 240,000	$ 240,000	$ 240,000	$ 240,000	$ 240,000	$ 240,000	$ 100,000	$ 720,000	$ 152,451,819
Remeasurement of carrying value to redemption value	$ 2,607,712	32,194,711
Offering costs	11,830,356
Cash underwriting fee	4,025,000
Deferred underwriting fees	7,043,750
Other offering costs	761,606
Other offering costs	10,660,961
Unrecognized tax benefits	$ 765,613
Warrants exercisable to purchase shares of common stock	22,068,750
Federal depository insurance coverage amount	$ 250,000
Public Warrants [Member]
Subsequent Event [Line Items]
Other offering costs	1,144,422
Private Warrants [Member]
Subsequent Event [Line Items]
Other offering costs	$ 24,973
Subsequent Event [Member]
Subsequent Event [Line Items]
Investment held in Trust Account					$ 17,777,323.54
Deposits			$ 85,000	$ 85,000	$ 85,000	$ 100,000	$ 100,000

INITIAL PUBLIC OFFERING (Detail

INITIAL PUBLIC OFFERING (Details Narrative) - USD ($)	Dec. 30, 2020	Dec. 28, 2020	Dec. 22, 2020	Dec. 31, 2022	Dec. 31, 2021	Apr. 30, 2021
Subsidiary, Sale of Stock [Line Items]
Share price						$ 5.82
Common stock, par value				$ 0.0001	$ 0.0001
Exercise price of warrants		$ 11.50		11.50
IPO [Member]
Subsidiary, Sale of Stock [Line Items]
Sale of stock		17,500,000
Share price		$ 10		$ 10.10
Common stock, par value		$ 0.0001
Over-Allotment Option [Member]
Subsidiary, Sale of Stock [Line Items]
Sale of stock	2,625,000		875,000
Gross proceeds of options	$ 26,250,000

PRIVATE PLACEMENT (Details Narr

PRIVATE PLACEMENT (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 28, 2020
Subsidiary, Sale of Stock [Line Items]
Warrent purchases	22,068,750
Exercise price of warrants	$ 11.50	$ 11.50
Private Placement [Member]
Subsidiary, Sale of Stock [Line Items]
Warrent purchases	18,000,000
Exercise price of warrants	$ 0.50
Warrent purchases price	$ 9,000,000

RELATED PARTY TRANSACTIONS (Det

RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($)

1 Months Ended

3 Months Ended

4 Months Ended

12 Months Ended

Apr. 02, 2023

Dec. 27, 2022

Apr. 30, 2021

Apr. 30, 2021

Dec. 30, 2020

Dec. 23, 2020

Dec. 22, 2020

Dec. 03, 2020

Aug. 31, 2020

Apr. 07, 2023

Apr. 28, 2023

Dec. 31, 2022

Dec. 31, 2021

Jun. 22, 2023

Apr. 05, 2023

Related Party Transaction [Line Items]

Common stock, par value

$ 0.0001

$ 0.0001

Common stock dividend declared per share

$ 2

Fair value of founder shares

$ 157,140

Founder shares, per share

$ 5.82

$ 5.82

Share based compensation

[1],[2]

$ 157,140

Proceeds from initial public offering

201,250,000

Incurred expenses

756,386

[1]

1,050,016

Due to related party

5,806

5,850

Related Party [Member]

Related Party Transaction [Line Items]

Incurred expenses

9,479

Subsequent Event [Member]

Related Party Transaction [Line Items]

Share price

$ 10.99

Common stock, par value

$ 0.001

Promissory Note [Member]

Related Party Transaction [Line Items]

Loans payable

75,000

0

Related Party [Member]

Related Party Transaction [Line Items]

Notes payable, related party

1,955,000

[3]

Due to related party

55,806

[3]

15,850

Incurred expenses

6,647

Due from related party

[3]

15,000

Sponsor [Member]

Related Party Transaction [Line Items]

Rent paid

20,000

Administrative service fees

240,000

240,000

Sponsor [Member] | Promissory Note [Member]

Related Party Transaction [Line Items]

Costs and expenses, related party

500,000

Proceeds from initial public offering

228,758

Sponsor [Member] | Related Party [Member]

Related Party Transaction [Line Items]

Due to related party

50,000

10,000

Chief Financial Officer [Member]

Related Party Transaction [Line Items]

Loans payable

1,955,000

Chief Financial Officer [Member] | Promissory Note [Member]

Related Party Transaction [Line Items]

Costs and expenses, related party

$ 75,000

Chief Financial Officer [Member] | Promissory Note [Member] | Subsequent Event [Member]

Related Party Transaction [Line Items]

Proceeds from Loans

$ 555,000

Chief Financial Officer [Member] | Note Agreements [Member] | Related Party [Member]

Related Party Transaction [Line Items]

Notes payable, related party

1,955,000

Chief Executive Officer [Member]

Related Party Transaction [Line Items]

Loans payable

$ 0

0

Chief Executive Officer [Member] | Subsequent Event [Member]

Related Party Transaction [Line Items]

Proceeds from Loans

$ 100,000

Three Investors [Member] | Subsequent Event [Member]

Related Party Transaction [Line Items]

Proceeds from (Repayments of) Notes Payable

$ 100,000

Dipak Vashir [Member]

Related Party Transaction [Line Items]

Loans payable

$ 0

Founder Shares [Member]

Related Party Transaction [Line Items]

Number of shares issued to sponsor

$ 25,000

Share price

$ 0.007

Number of shares issued to sponsor, shares

3,593,750

Common stock, par value

$ 0.0001

Common stock dividend declared per share

$ 0.03

$ 0.36

Common stock dividend declared shares

5,031,250

4,887,500

Shares cancellation common stock subject to forfeiture

656,250

656,250

656,250

Share issued

1,006,250

Founder shares related description

50% of these shares will not be transferred, assigned, sold or released from escrow until the earlier of (i) 6 months after the date of the consummation of the initial Business Combination or (ii) the date on which the closing price of the Company’s shares of common stock 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 the initial Business Combination and the remaining 50% of the Founder Shares will not be transferred, assigned, sold or released from escrow until 6 months after the date of the consummation of the initial Business Combination, or earlier, in either case, if, subsequent to its initial Business Combination, the Company consummates a subsequent liquidation, merger, stock exchange or other similar transaction which results in all of its stockholders having the right to exchange their shares of common stock for cash, securities or other property.

Founder Shares [Member] | Sponsor [Member]

Related Party Transaction [Line Items]

Number of stock transferred

27,000

81,000

Founder Shares [Member] | Transferee [Member]

Related Party Transaction [Line Items]

Number of stock transferred

27,000

Over-Allotment Option [Member]

Related Party Transaction [Line Items]

Share issued

2,625,000

875,000

[1]Periods presented have been adjusted to reflect the adjustment of professional fees and net (loss) income. Additional information regarding the adjustment may be found in Note 2 – Restatement of Previously Issued Financial Statements, included elsewhere in the notes to the financial statements.[2]Periods presented have been adjusted to reflect the adjustment of accrued costs and expenses and net (loss) income. Additional information regarding the adjustment may be found in Note 2 – Restatement of Previously Issued Financial Statements, included elsewhere in the notes to the financial statements.[3]Periods presented have been adjusted to reflect the adjustment of accrued costs and expenses. Additional information regarding the adjustment may be found in Note 2 – Restatement of Previously Issued Financial Statements, included elsewhere in the notes to the financial statements.

SCHEDULE OF NOTES (Details)

SCHEDULE OF NOTES (Details)	Dec. 31, 2022 USD ($)
Debt Disclosure [Abstract]
Note	$ 4,000,000
Debt discount
Carrying value of notes	$ 4,000,000

NOTE AGREEMENTS PAYABLE (Detail

NOTE AGREEMENTS PAYABLE (Details Narrative) - USD ($)

12 Months Ended

Nov. 25, 2022

Oct. 27, 2022

May 09, 2022

Apr. 27, 2022

Apr. 04, 2022

Mar. 23, 2022

Mar. 21, 2022

Dec. 31, 2022

Dec. 31, 2021

Aug. 16, 2023

Dec. 28, 2020

Short-Term Debt [Line Items]

Common Stock, Dividends, Per Share, Declared

$ 2

Debt Instrument, Face Amount

$ 2,000,000

Class of Warrant or Right, Exercise Price of Warrants or Rights

$ 11.50

$ 11.50

Fair Value Adjustment of Warrants

$ (8,468,308)

[1],[2]

$ (6,575,140)

Debt discount

3,645,777

Interest expense

3,645,777

Warrant [Member]

Short-Term Debt [Line Items]

Subscription warrants

$ 121,093

$ 65,326

$ 162,003

$ 417,037

$ 341,967

$ 337,991

$ 5,370,185

Fair Value Adjustment of Warrants

3,209,183

Subsequent Event [Member] | Subscription Warrants [Member]

Short-Term Debt [Line Items]

Debt forfeit for cancellation

89,029

Chief Financial Officer [Member]

Short-Term Debt [Line Items]

Loans payable

$ 1,955,000

Unsecured Senior Promissory Note Agreements [Member]

Short-Term Debt [Line Items]

Debt instrument description

On March 21, 2022, March 23, 2022, April 4, 2022, April 27, 2022, May 9, 2022, October 27, 2022, and November 25, 2022, in connection with the extension of the date by which the Company has to consummate a Business Combination (see Note 8), the Company entered into a series of unsecured senior promissory note agreements (“Note Agreements”) for up to an aggregate amount totaling $4.0 million (the “Notes”). Of the total $4.0 million of the Notes, $1,955,000 is loaned by lenders who are affiliated with the sponsor and a director of the Company, and Intuitus Group LLC, for which the Chief Financial Officer of the Company is the Sole Proprietor

Interest rate

10%

Line of credit facility maximum borrowing capacity

$ 400,000

Unsecured Promissory Note Agreements [Member]

Short-Term Debt [Line Items]

Notes receivable

4,000,000

Commitment fee amount

$ 400,000

[1]Periods presented have been adjusted to reflect the adjustment of professional fees and net (loss) income. Additional information regarding the adjustment may be found in Note 2 – Restatement of Previously Issued Financial Statements, included elsewhere in the notes to the financial statements.[2]Periods presented have been adjusted to reflect the adjustment of accrued costs and expenses and net (loss) income. Additional information regarding the adjustment may be found in Note 2 – Restatement of Previously Issued Financial Statements, included elsewhere in the notes to the financial statements.

COMMITMENTS AND CONTINGENCIES_2

COMMITMENTS AND CONTINGENCIES (AS RESTATED) (Details Narrative) - USD ($)

12 Months Ended

Jun. 22, 2023

May 09, 2023

Dec. 23, 2022

Feb. 17, 2022

Nov. 15, 2021

Oct. 25, 2021

Dec. 30, 2020

Dec. 22, 2020

Dec. 31, 2022

Dec. 31, 2021

Dec. 23, 2023

Jul. 27, 2023

Jun. 27, 2023

May 24, 2023

Apr. 28, 2023

Dec. 28, 2022

Nov. 28, 2022

Nov. 25, 2022

Oct. 28, 2022

Sep. 28, 2022

Aug. 30, 2022

Jul. 26, 2022

Jun. 23, 2022

Mar. 27, 2022

Mar. 23, 2022

Mar. 18, 2022

Nov. 05, 2021

Nov. 02, 2021

Nov. 01, 2021

Oct. 08, 2021

May 18, 2021

Loss Contingencies [Line Items]

Underwriting fee

$ 0.35

Underwriting expense

$ 4,025,000

Underwriting expense

7,043,750

Accrued costs and expenses

500,000

$ 500,000

Advisor fees

$ 200,000

Accrued advisor fee

500,000

500,000

Business combination consideration transferred

2,125,000

Payments for fees

$ 15,000

Business combination

15,000

Success fee payment

300,000

Restructuring costs

34,000

Floor Brokerage

$ 250,000

Broker dealer fee

$ 250,000

Redemption payment shares (in Shares)

15,092,126

Asset, held-in-trust

$ 53,815,395

203,282,989

$ 152,451,819

Temporary equity shares issued

5,032,874

5,032,874

Deposit amount

$ 100,000

$ 240,000

Deposits

$ 240,000

$ 240,000

$ 240,000

$ 240,000

$ 240,000

$ 240,000

$ 240,000

$ 240,000

$ 100,000

$ 720,000

$ 152,451,819

Redemption of common share, value

$ 34,004,514

[1]

Temporary equity shares outstanding

1,844,774

20,125,000

Redemption payment shares

15,092,126

Repayments of related party debt

[2]

$ 228,758

Common stock outstanding, shares

5,031,250

5,031,250

Common Stock [Member]

Loss Contingencies [Line Items]

Purchase units

3,188,100

Redemption of common share, value

$ 34,004,514

Share price

$ 12.50

Subsequent Event [Member]

Loss Contingencies [Line Items]

Asset, held-in-trust

$ 17,777,323.54

Deposits

$ 85,000

$ 85,000

$ 85,000

$ 100,000

$ 100,000

Redemption payment shares

227,359

Repayments of related party debt

$ 2,498,947.09

Share price

$ 10.99

Common stock outstanding, shares

1,617,415

Subsequent Event [Member] | Common Class A [Member]

Loss Contingencies [Line Items]

Temporary equity shares outstanding

1,844,774

Subsequent Event [Member] | Common Stock [Member]

Loss Contingencies [Line Items]

Redemption of common share, value

$ 34,004,514

Placement Agents [Member]

Loss Contingencies [Line Items]

Business combination assets description

On November 15, 2021, the Company entered into an agreement with two placement agents (the “Placement Agents”) for services such as analysis of potential contributions and assets of a target to the Company’s future prospects, assistance in negotiations, and assistance in preparation of presentations to investors, lenders, and/or other financial sources in connection with a Business Combination, pursuant to which the Company will pay the Placement Agents a fee equal to the difference between 5% of the total aggregate sales price of the securities sold as part of the Business Combination and 5% of any securities sold as part of the Business Combination to investors identified by the Advisor, contingent upon the consummation of the Business Combination. This agreement was terminated on February 15, 2022, as a result of an automatic termination provision upon the earlier to occur of three months or the final closing of Business Combination and there are no related contingent fees for the agreement.

Placement Agents [Member] | Subsequent Event [Member]

Loss Contingencies [Line Items]

Business combination assets description

On May 9, 2023, the Company entered into an agreement with a placement agent (the “Placement Agent) for services such as advising and assisting the Company in identifying one or more investors that are “accredited” or “qualified institutional buyers. Pursuant to which the Company will pay the Placement Agents a cash fee upon closing equal to eight percent (8.0%) of the gross proceeds received by the Company, contingent upon the consummation of the Business Combination.

Investor [Member]

Loss Contingencies [Line Items]

Value of stock issued for services

$ 17,000

Maximum [Member]

Loss Contingencies [Line Items]

Fee Income

$ 200,000

Strategic Adviser [Member]

Loss Contingencies [Line Items]

Advisor fees

$ 2,625,000

Exclusive Financial Advisor [Member]

Loss Contingencies [Line Items]

Advisor fees

$ 1,500,000

Second Financial Advisor [Member]

Loss Contingencies [Line Items]

Advisor fees

$ 400,000

Third Financial Advisor [Member]

Loss Contingencies [Line Items]

Advisor fees

$ 500,000

Strategic Advisor [Member]

Loss Contingencies [Line Items]

Agreement fees

$ 875,000

Over-Allotment Option [Member]

Loss Contingencies [Line Items]

Additional Shares granted

2,625,000

Purchase units

2,625,000

875,000

IPO [Member]

Loss Contingencies [Line Items]

Underwriting fee

$ 0.20

Underwriting expense

$ 4,025,000

[1]Periods presented have been adjusted to reflect the adjustment of accrued costs and expenses. Additional information regarding the adjustment may be found in Note 2 – Restatement of Previously Issued Financial Statements, included elsewhere in the notes to the financial statements.[2]Periods presented have been adjusted to reflect the adjustment of accrued costs and expenses and net (loss) income. Additional information regarding the adjustment may be found in Note 2 – Restatement of Previously Issued Financial Statements, included elsewhere in the notes to the financial statements.

STOCKHOLDERS_ DEFICIT (Details

STOCKHOLDERS’ DEFICIT (Details Narrative) - $ / shares	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Equity [Abstract]
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred stock, par value	$ 0.0001	$ 0.0001
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common stock, shares authorized	60,000,000	60,000,000
Common stock, par value	$ 0.0001	$ 0.0001
Voting rights	Holders are entitled to one vote for each share
Common stock, shares issued	5,031,250	5,031,250
Common stock, shares outstanding	5,031,250	5,031,250
Temporary equity shares outstanding	1,844,774	20,125,000

WARRANTS (Details Narrative)

WARRANTS (Details Narrative) - $ / shares	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Apr. 30, 2021	Dec. 28, 2020
Price per warrant	$ 11.50			$ 11.50
Business combination equity description	If (x) the Company issues additional shares of common stock or equity-linked securities for capital raising purposes in connection with the closing of its initial Business Combination at an issue price or effective issue price of less than $9.50 per share of common stock (with such issue price or effective issue price to be determined in good faith by its board of directors, and in the case of any such issuance to its Sponsor, initial stockholders or their affiliates, without taking into account any founders’ shares held by them prior to such issuance), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of our initial Business Combination on the date of the consummation of our initial Business Combination (net of redemptions), and (z) the Market Value is below $9.50 per share, the exercise price of the Public Warrants will be adjusted (to the nearest cent) to be equal to 115% of the greater of (i) the Market Value or (ii) the price at which the Company issues the additional shares of common stock or equity-linked securities and the $16.50 per share redemption trigger price described above will be adjusted (to the nearest cent) to be equal to 165% of the Market Value.
Purchase price per warrant			$ 5.82
Warrants outstanding	2,000,000
IPO [Member]
Purchase price per warrant	$ 10.10			$ 10
Warrants outstanding	20,125,000	20,125,000
Private Placement [Member]
Price per warrant	$ 0.50
Warrants outstanding	18,000,000	18,000,000
Warrant [Member]
Price per warrant	$ 0.01
Shares issued price	9.50
Redemption price per share	16.50
Purchase price per warrant	$ 5

SCHEDULE OF FAIR VALUE ASSETS A

SCHEDULE OF FAIR VALUE ASSETS AND LIABILITIES MEASURED ON RECURRING BASIS (Details) - Fair Value, Recurring [Member] - USD ($)	Dec. 31, 2022	Dec. 31, 2021
Private Warrant Liability [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Liabilities	$ 900,000	$ 4,188,221
Subscription Warrant Liability [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Liabilities	1,635,515
Fair Value, Inputs, Level 1 [Member] | Private Warrant Liability [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Liabilities
Fair Value, Inputs, Level 1 [Member] | Subscription Warrant Liability [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Liabilities
Fair Value, Inputs, Level 2 [Member] | Private Warrant Liability [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Liabilities
Fair Value, Inputs, Level 2 [Member] | Subscription Warrant Liability [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Liabilities
Fair Value, Inputs, Level 3 [Member] | Private Warrant Liability [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Liabilities	900,000	4,188,221
Fair Value, Inputs, Level 3 [Member] | Subscription Warrant Liability [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Liabilities	1,635,515
Money Market Funds [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets	6,346	350,455
Money Market Funds [Member] | Fair Value, Inputs, Level 1 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets	6,346	350,455
Money Market Funds [Member] | Fair Value, Inputs, Level 2 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets
Money Market Funds [Member] | Fair Value, Inputs, Level 3 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets
Money Market Funds Held In Trust Account [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets	53,815,395
Money Market Funds Held In Trust Account [Member] | Fair Value, Inputs, Level 1 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets	53,815,395
Money Market Funds Held In Trust Account [Member] | Fair Value, Inputs, Level 2 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets
Money Market Funds Held In Trust Account [Member] | Fair Value, Inputs, Level 3 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets
Mutual Fund [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets		203,282,989
Mutual Fund [Member] | Fair Value, Inputs, Level 1 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets		203,282,989
Mutual Fund [Member] | Fair Value, Inputs, Level 2 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets
Mutual Fund [Member] | Fair Value, Inputs, Level 3 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets

SCHEDULE OF FAIR VALUE MEASUREM

SCHEDULE OF FAIR VALUE MEASUREMENT INPUTS AND VALUATION TECHNIQUES (Details)									12 Months Ended
		Nov. 25, 2022 $ / shares	Oct. 27, 2022 $ / shares	May 09, 2022 $ / shares	Apr. 27, 2022 $ / shares	Apr. 04, 2022 shares	Mar. 23, 2022 $ / shares	Mar. 21, 2022	Dec. 31, 2022 $ / shares	Dec. 31, 2021 $ / shares
Measurement Input, Price Volatility [Member] | Fair Value, Inputs, Level 3 [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and rights outstanding, measurement input			4.89
Private Warrants [Member] | Measurement Input, Risk Free Interest Rate [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and rights outstanding, measurement input									4.39	1.30
Private Warrants [Member] | Measurement Input, Expected Term [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and rights term										5 years 6 months
Private Warrants [Member] | Measurement Input, Expected Term [Member] | Fair Value, Inputs, Level 3 [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and rights term									2 years 1 month 9 days
Private Warrants [Member] | Measurement Input, Price Volatility [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and rights outstanding, measurement input									0.01	7.6
Private Warrants [Member] | Measurement Input, Share Price [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and rights outstanding, measurement input									10.650	10.020
Subscription Warrants [Member] | Measurement Input, Risk Free Interest Rate [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and rights outstanding, measurement input		3.90	4.11	2.92	2.80	2.57		2.33	4.04
Subscription Warrants [Member] | Measurement Input, Risk Free Interest Rate [Member] | Fair Value, Inputs, Level 3 [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and rights outstanding, measurement input							2.33
Subscription Warrants [Member] | Measurement Input, Expected Term [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and rights term			4 years 9 months 10 days	4 years 6 months 21 days	4 years 7 months 6 days	4 years 7 months 28 days	4 years 5 months 8 days		4 years 7 months 6 days
Subscription Warrants [Member] | Measurement Input, Expected Term [Member] | Fair Value, Inputs, Level 3 [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and rights term		4 years 8 months 12 days						4 years 5 months 8 days
Subscription Warrants [Member] | Measurement Input, Price Volatility [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and rights outstanding, measurement input		1.38		1	1	1	2.5	2.4	0.01
Subscription Warrants [Member] | Measurement Input, Share Price [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and rights outstanding, measurement input		10.470	10.400	10.220	10.220	10.170	10.080		10.650
Subscription Warrants [Member] | Measurement Input, Share Price [Member] | Fair Value, Inputs, Level 3 [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and rights outstanding, measurement input								10.080
Subscription Warrants [Member] | Measurement Input Market Debt Rate [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and rights outstanding, measurement input	[1]	8.70	9.64	7.49	6.75	6.09			9.19
Subscription Warrants [Member] | Measurement Input Probability Of Completing A Business Combination [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and rights outstanding, measurement input		23.9	14.4	90	90	90	90	90	24.5
[1]The Company changed its valuation technique to incorporate the market debt rate as a significant input to the Monte Carlo simulation for the valuation of the Subscription Warrants as of December 31, 2022, November 25, 2022, October 27, 2022, May 9, 2022, April 27, 2022, and April 4, 2022. In the case that the Subscription Warrants were exercised, the risk-free interest rate was used. In the case that the put option was exercised, the market debt rate was used. The risk-free interest rate was used in both scenarios in the Monte Carlo simulation for the valuation of the Subscription Warrants as of March 23, 2022 and March 21, 2022.

SCHEDULE OF CHANGES IN FAIR VAL

SCHEDULE OF CHANGES IN FAIR VALUE OF FINANCIAL INSTRUMENTS (Details) - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Fair value as of beginning	$ 4,188,221	$ 10,763,361
Change in fair value	(8,468,308)	(6,575,140)
Fair value as of ending	2,535,515	$ 4,188,221
Subscription Warrants At Issuance On March 21, 2022 [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Fair value of Subscription Warrants	5,370,185
Subscription Warrants At Issuance On March 23, 2023 [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Fair value of Subscription Warrants	337,991
Subscription Warrants At Issuance On April 4, 2022 [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Fair value of Subscription Warrants	341,967
Subscription Warrants At Issuance On April 27, 2022 [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Fair value of Subscription Warrants	417,037
Subscription Warrants At Issuance On May 9, 2022 [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Fair value of Subscription Warrants	162,003
Subscription Warrants At Issuance On October 27, 2022 [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Fair value of Subscription Warrants	65,326
Subscription Warrants At Issuance On November 25, 2022 [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Fair value of Subscription Warrants	$ 121,093

FAIR VALUE MEASUREMENTS (Detail

FAIR VALUE MEASUREMENTS (Details Narrative)	12 Months Ended
	Dec. 31, 2022 USD ($) $ / shares		Dec. 31, 2021 USD ($)
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Recognized gain (loss) in fair value	$ 8,468,308	[1],[2]	$ 6,575,140
Private And Subscription Warrants [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Recognized gain (loss) in fair value	$ 8,468,308		$ 6,575,140
Private Warrant [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Contractual term	5 years
Exercise price | $ / shares	$ 2.11
Private Warrant [Member] | Unsucessful Business Combination [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Contractual term	1 year
Private Warrant [Member] | Unsuccessful Business Combination [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Probability	75.5
Private Warrant [Member] | Successful Business Combination [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Probability	24.5
Contractual term	5 years 6 months 7 days
[1]Periods presented have been adjusted to reflect the adjustment of professional fees and net (loss) income. Additional information regarding the adjustment may be found in Note 2 – Restatement of Previously Issued Financial Statements, included elsewhere in the notes to the financial statements.[2]Periods presented have been adjusted to reflect the adjustment of accrued costs and expenses and net (loss) income. Additional information regarding the adjustment may be found in Note 2 – Restatement of Previously Issued Financial Statements, included elsewhere in the notes to the financial statements.

SCHEDULE OF DEFERRED TAX ASSETS

SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES (Details) - USD ($)	Dec. 31, 2022	Dec. 31, 2021
Deferred tax assets:
Start-up costs	$ 1,097,004	$ 791,079
Accrued interest	100,569
Transaction costs
Net operating loss carryforwards	704,303	39,259
Total deferred tax assets	1,901,876	830,338
Valuation allowance	(1,862,617)	(830,338)
Deferred tax assets, net of allowance	$ 39,259

SCHEDULE OF INCOME TAX PROVISIO

SCHEDULE OF INCOME TAX PROVISION (Details) - USD ($)	12 Months Ended
	Dec. 31, 2022		Dec. 31, 2021
Federal
Current	$ 100,569
Deferred	(1,071,538)		(824,916)
State
Current
Deferred
Change in valuation allowance	1,032,279		824,916
Income tax provision	$ 61,310	[1]
[1]Periods presented have been adjusted to reflect the adjustment of professional fees and net (loss) income. Additional information regarding the adjustment may be found in Note 2 – Restatement of Previously Issued Financial Statements, included elsewhere in the notes to the financial statements.

SCHEDULE OF EFFECTIVE INCOME TA

SCHEDULE OF EFFECTIVE INCOME TAX RATE RECONCILIATION (Details)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Income Tax Disclosure [Abstract]
Statutory federal income tax rate	21%	21%
State taxes, net of federal tax benefit	0%	0%
Change in fair value of derivative warrant liabilities	326.90%	(55.50%)
Non-deductible transaction costs	(30.30%)	0%
Stock compensation expense	0%	1.30%
Other permanent items, net	(0.10%)	0%
Warrant issuance costs	(139.00%)	0%
Change in valuation allowance	(189.80%)	33.20%
Income tax provision	(11.30%)	0%

SCHEDULE OF UNRECOGNIZED TAX BE

SCHEDULE OF UNRECOGNIZED TAX BENEFITS (Details) - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Income Tax Disclosure [Abstract]
Uncertain tax benefits - January 1
Gross increases - Tax positions in prior period	765,613
Uncertain tax benefits - December 31	$ 765,613

INCOME TAXES (Restated) (Detail

INCOME TAXES (Restated) (Details Narrative) - USD ($)	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Operating Loss Carryforwards [Line Items]
Valuation allowance	$ 1,862,617	$ 830,338
Unrecognized tax benefits	765,613
Domestic Tax Authority [Member]
Operating Loss Carryforwards [Line Items]
Operating loss carry forwards	$ 3,354,000	$ 187,000