| SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES Basis of Presentation The accompanying financial
statements of the Company are presented in conformity with accounting principles generally accepted in the United States of America
(“GAAP”) and pursuant to the rules and regulations of the SEC. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a)
of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage
of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies
including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements
of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports
and proxy statements, not being required to comply with any requirement that may be adopted by the Public Company Accounting Oversight
Board regarding mandatory audit firm rotation or to provide a supplement to the auditor’s report providing additional information
about the audit and the financial statements and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation
and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1)
of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards
until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not
have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting
standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements
that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt
out of such extended transition period which means that when a standard is issued or revised and it has different application dates
for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time
private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with
another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using
the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of financial
statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the 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 financial statements, which management considered in formulating
its estimate, could change in the near term due to one or more future confirming events. Accordingly, actual results could differ
significantly from those estimates. Concentration of Credit Risk Financial instruments
that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which,
at times, may exceed the Federal Deposit Insurance Corporation coverage of $ 250,000 Fair Value of Financial Instruments The fair value of the
Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,”
approximates the carrying amounts represented in the balance sheets, primarily due to their short-term nature, except for warrant
liabilities (see Note 6). Fair Value Measurements The Company follows the
guidance in ASC 820 for its financial assets and liabilities that are re-measured and reported at fair value at each reporting
period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually. The fair value of the
Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received
in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction
between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities,
the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the
use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following
fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in
order to value the assets and liabilities: Level 1: Quoted prices in active
markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the
asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other
than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted
prices for identical assets or liabilities in markets that are active. Level 3: Unobservable inputs based
on the Company’s assessment of the assumptions that market participants would use in pricing the asset or liability. 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. There were
no Investments Held in Trust Account Investments held in Trust Account
are comprised of investments in a money market fund that invests in U.S. government securities and generally have a readily determinable
fair value. Such investments are recognized at fair value and presented on the balance sheets at the end of each reporting period. Gains
and losses resulting from the change in fair value of these securities are included in income on investments held in Trust Account in
the accompanying statements of operations. The estimated fair values of investments held in the Trust Account are determined using available
market information. Deferred Offering Costs Associated with
the Initial Public Offering The Company complies with
the requirements of FASB ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (SAB) Topic 5A – “Expenses of Offering.”
Costs incurred in connection with preparation for the Public Offering ($ 695,809 10,953,007 11,168,880 479,936 Income Taxes The Company follows the
asset and liability method of accounting for income taxes under FASB ASC Topic 740, “Income Taxes.” Deferred tax
assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial
statement’s carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities
are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are
expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in
income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred
tax assets to the amount expected to be realized. As of December 31, 2022 and 2021, the Company had deferred tax assets of approximately
$ 527,000 129,000 The Company’s current
taxable income primarily consists of income earned on the Trust Account. The Company’s general and administrative costs are
generally considered start-up costs and are not currently deductible. During the year ended December 31, 2022, the Company recorded
$ 758,000 6 0 FASB ASC Topic 740 prescribes
a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken
or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be
sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized
tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as
of December 31, 2022 and 2021. The Company is currently not aware of any issues under review that could result in
significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major
taxing authorities since inception. Net Income per Share of Common Stock The Company complies with
accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of
shares, which are referred to as Class A common stock and Class B common stock. Income and losses are shared pro rata
between the two classes of shares. Net income per common stock is calculated by dividing the net income by the weighted average
shares of common stock outstanding for the respective period. The calculation of diluted net
income per common stock does not consider the effect of the warrants issued in connection with the IPO (including exercise of the over-allotment
option) and the Private Placement to purchase an aggregate of 23,625,000 shares of Class A common stock in the calculation
of diluted income per share, because their exercise is contingent upon future events and their inclusion would be anti-dilutive under
the treasury stock method. As a result, diluted net income per share is the same as basic net income per share for the years ended December 31,
2022 and 2021. Accretion associated with the redeemable Class A common stock is excluded from earnings per share as the redemption
value approximates fair value. The
following table presents a reconciliation
of the numerator and denominator used to compute basic and diluted net income per share for each class of common stock
Schedule of basic and diluted net loss per share
For the Year Ended For the Year Ended
December 31, 2022 December 31, 2021
Class A Class B Class A Class B
Basic and diluted net income per common stock:
Numerator
Allocation of net income $ 6,578,228 $ 1,632,315 $ 1,946,829 $ 1,866,855
Denominator:
Basic and diluted weighted average common stock outstanding 20,855,250 5,175,000 4,856,702 4,657,192
Basic and diluted net income per common stock $ 0.32 $ 0.32 $ 0.40 $ 0.40 Redeemable
Common Stock As discussed in Note 1,
all of the 20,700,000 5,000,001 While redemptions cannot
cause the Company’s net tangible assets to fall below $5,000,000, all shares of Class A common stock sold in the Initial
Public Offering are redeemable and are classified as temporary equity on the Company’s balance sheet until such time as a
redemption event takes place. The value of Class A common stock that may be redeemed is equal to $10.24 and $10.15 per share, respectively,
as of December 31, 2022 and 2021 (which is the assumed redemption price) multiplied by 20,700,000 shares of Class A common stock. Derivative Warrant Liabilities The Company accounts for
warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific
terms and in accordance with FASB ASC 480, “Distinguishing Liabilities from Equity” (“ASC 480”), and ASC
815, “Derivatives and Hedging” (“ASC 815”). The assessment considers whether the warrants are freestanding
financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet
all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s
own shares, among other conditions for equity classification. This assessment, which requires the use of professional judgment,
is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. For issued or modified
warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional
paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification,
the warrants are required to be recorded at their initial fair value of the date of issuance, and each balance sheet date thereafter.
Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations.
Costs associated with issuing the warrants classified as derivative liabilities are charged to operations when the warrants are
issued. Recent Accounting Pronouncements In August 2020, the FASB issued ASU 2020-06, “Debt — Debt with
Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40)”
(“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require
separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception
guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional
disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06
amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments.
ASU 2020-06 is effective January 1, 2024 for smaller reporting companies and should be applied on a full or modified retrospective basis,
with early adoption permitted beginning on January 1, 2021. The Company is currently evaluating the impact the pronouncement will have
on the financial statements. Management does not believe
that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect
on the Company’s financial statements. Risks and Uncertainties COVID-19 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 target company,
the specific impact is not readily determinable as of the date of the financial statements. The financial statements do not include
any adjustments that might result from the outcome of this uncertainty. Russia-Ukraine War In February 2022, a military conflict started between Russia and Ukraine.
The ongoing military conflict has provoked strong reactions from the United States, the UK, the European Union and various other countries
around the world, including the imposition of broad financial and economic sanctions against Russia. Further, the precise effects of the
ongoing military conflict and these sanctions on the global economies remain uncertain as of the date of these financial statements. The
specific impact on the Company’s financial condition, results of operations and cash flows is also not determinable as of the date
of these financial statements. Inflation Reduction Act of 2022 On August 16, 2022,
the Inflation Reduction Act of 2022 (the “IR Act”) was signed into federal law. The IR Act provides for, among other
things, a new U.S. federal 1% excise tax on certain repurchases of stock by publicly traded U.S. domestic corporations and certain
U.S. domestic subsidiaries of publicly traded foreign corporations occurring on or after January 1, 2023. The excise tax is imposed
on the repurchasing corporation itself, not its shareholders from which shares are repurchased. The amount of the excise tax is
generally 1% of the fair market value of the shares repurchased at the time of the repurchase. However, for purposes of calculating
the excise tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the
fair market value of stock repurchases during the same taxable year. In addition, certain exceptions apply to the excise tax. The
U.S. Department of the Treasury (the “Treasury”) has been given authority to provide regulations and other guidance
to carry out and prevent the abuse or avoidance of the excise tax. Any redemption or other
repurchase that occurs after December 31, 2022, in connection with a Business Combination, extension vote or otherwise, may be
subject to the excise tax. Whether and to what extent the Company would be subject to the excise tax in connection with a Business
Combination, extension vote or otherwise would depend on a number of factors, including (i) the fair market value of the redemptions
and repurchases in connection with the Business Combination, extension or otherwise, (ii) the structure of the Business Combination,
(iii) the nature and amount of any “PIPE” or other equity issuances in connection with the Business Combination (or
otherwise issued not in connection with the Business Combination but issued within the same taxable year of the Business Combination)
and (iv) the content of regulations and other guidance from the Treasury. In addition, because the excise tax would be payable
by the Company and not by the redeeming holder, the mechanics of any required payment of the excise tax have not been determined.
The foregoing could cause a reduction in the cash available on hand to complete a Business Combination and in the Company’s
ability to complete a Business Combination. |
