Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2023 | Nov. 17, 2023 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Sep. 30, 2023 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2023 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 001-40790 | |
Entity Registrant Name | BANNIX ACQUISITION CORP. | |
Entity Central Index Key | 0001845942 | |
Entity Tax Identification Number | 86-1626016 | |
Entity Incorporation, State or Country Code | DE | |
Entity Address, Address Line One | 8265 West Sunset Blvd. | |
Entity Address, Address Line Two | Suite # 107 | |
Entity Address, City or Town | West Hollywood | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 90046 | |
City Area Code | (323) | |
Local Phone Number | 682-8949 | |
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 Common Stock, Shares Outstanding | 5,463,613 | |
Common Stock [Member] | ||
Title of 12(b) Security | Common Stock | |
Trading Symbol | BNIX | |
Security Exchange Name | NASDAQ | |
Warrants [Member] | ||
Title of 12(b) Security | Warrants | |
Trading Symbol | BNIXW | |
Security Exchange Name | NASDAQ | |
Rights [Member] | ||
Title of 12(b) Security | Rights | |
Trading Symbol | BNIXR | |
Security Exchange Name | NASDAQ |
CONDENSED BALANCE SHEETS
CONDENSED BALANCE SHEETS - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Current Assets: | ||
Cash | $ 39,589 | $ 19,257 |
Prepaid expense and other | 5,933 | 26,296 |
Total Current Assets | 45,522 | 45,553 |
Cash and Investments held in Trust Account | 31,906,039 | 71,421,125 |
Total Assets | 31,951,561 | 71,466,678 |
Current liabilities: | ||
Accounts payable and accrued expenses | 717,404 | 272,594 |
Income taxes payable | 571,387 | 156,285 |
Excise tax payable | 410,772 | |
Promissory notes - Evie | 726,015 | |
Due to related parties | 1,197,850 | 1,002,850 |
Total Current Liabilities | 3,623,428 | 1,431,729 |
Warrant liability | 12,180 | 12,180 |
Deferred tax liability | 66,997 | |
Deferred underwriters’ discount | 225,000 | 225,000 |
Total Liabilities | 3,860,608 | 1,735,906 |
Commitments and Contingencies | ||
Common stock subject to possible redemption 2,939,613 and 6,900,000 at redemption value on September 30, 2023 and December 31, 2022, respectively | 31,270,132 | 70,973,384 |
Stockholders’ Deficit | ||
Preferred stock, $0.01 par value; 1,000,000 shares authorized; no shares issued or outstanding | ||
Common stock, par value $0.01; authorized 100,000,000 shares; issued 6,901,113 and 10,861,500 shares; and outstanding 2,524,000 shares (excluding 2,939,613 and 6,900,000 shares subject to redemption and 1,437,500 Treasury Stock shares), respectively | 39,615 | 39,615 |
Additional paid-in capital | ||
Accumulated deficit | (3,204,419) | (1,267,852) |
Less Treasury Stock; at cost; 1,437,500 common shares | (14,375) | (14,375) |
Total Stockholders’ Deficit | (3,179,179) | (1,242,612) |
Total Liabilities, Redeemable Common Stock and Stockholders’ Deficit | $ 31,951,561 | $ 71,466,678 |
CONDENSED BALANCE SHEETS (Paren
CONDENSED BALANCE SHEETS (Parenthetical) - $ / shares | Sep. 30, 2023 | Dec. 31, 2022 |
Statement of Financial Position [Abstract] | ||
Temporary equity, shares authorized | 2,939,613 | 6,900,000 |
Preferred stock, par value | $ 0.01 | $ 0.01 |
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 | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 6,901,113 | 10,861,500 |
Common stock, shares outstanding | 2,524,000 | 2,524,000 |
Treasury stock, shares | 1,437,500 | 1,437,500 |
UNAUDITED CONDENSED STATEMENTS
UNAUDITED CONDENSED STATEMENTS OF OPERATIONS - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Income Statement [Abstract] | ||||
Operating costs | $ 394,213 | $ 301,455 | $ 1,197,866 | $ 743,647 |
Loss from operations | (394,213) | (301,455) | (1,197,866) | (743,647) |
Other income(expense): | ||||
Interest income on trust account | 370,848 | 410,360 | 1,394,123 | 458,146 |
Change in fair value of warrant liabilities | 4,060 | 20,300 | 178,640 | |
Total other income, net | 374,908 | 430,660 | 1,394,123 | 636,786 |
(Loss) income before provision for income taxes | (19,305) | 129,205 | 196,257 | (106,861) |
Provision for income taxes | (81,847) | (63,263) | (348,105) | (63,263) |
Net income (loss) | $ (101,152) | $ 65,942 | $ (151,848) | $ (170,124) |
UNAUDITED CONDENSED STATEMENT_2
UNAUDITED CONDENSED STATEMENTS OF OPERATIONS (Parenthetical) - $ / shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Income Statement [Abstract] | ||||
Basic weighted average shares outstanding | 5,463,613 | 9,424,000 | 6,435,576 | 9,424,000 |
Diluted weighted average shares outstanding | 5,463,613 | 9,424,000 | 6,435,576 | 9,424,000 |
Basic net loss per share | $ (0.02) | $ 0.01 | $ (0.02) | $ (0.02) |
Diluted net loss per share | $ (0.02) | $ 0.01 | $ (0.02) | $ (0.02) |
UNAUDITED CONDENSED STATEMENT_3
UNAUDITED CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS' (DEFICIT) EQUITY - USD ($) | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Treasury Stock, Common [Member] | Total | |
Beginning balance, value at Dec. 31, 2021 | $ 39,615 | $ 11,815,485 | $ (277,203) | $ (14,375) | $ 11,563,522 | |
Beginning balance, shares at Dec. 31, 2021 | [1] | 3,961,500 | ||||
Net income | (89,744) | (89,744) | ||||
Accretion of common stock subject to possible redemption to redemption value | (3,039,773) | (3,039,773) | ||||
Ending balance, value at Mar. 31, 2022 | $ 39,615 | 8,775,712 | (366,947) | (14,375) | 8,434,005 | |
Ending balance, shares at Mar. 31, 2022 | [1] | 3,961,500 | ||||
Beginning balance, value at Dec. 31, 2021 | $ 39,615 | 11,815,485 | (277,203) | (14,375) | 11,563,522 | |
Beginning balance, shares at Dec. 31, 2021 | [1] | 3,961,500 | ||||
Net income | (170,124) | |||||
Ending balance, value at Sep. 30, 2022 | $ 39,615 | 2,696,166 | (447,327) | (14,375) | 2,274,079 | |
Ending balance, shares at Sep. 30, 2022 | [1] | 3,961,500 | ||||
Beginning balance, value at Mar. 31, 2022 | $ 39,615 | 8,775,712 | (366,947) | (14,375) | 8,434,005 | |
Beginning balance, shares at Mar. 31, 2022 | [1] | 3,961,500 | ||||
Net income | (146,322) | (146,322) | ||||
Accretion of common stock subject to possible redemption to redemption value | (3,039,773) | (3,039,773) | ||||
Ending balance, value at Jun. 30, 2022 | $ 39,615 | 5,735,939 | (513,269) | (14,375) | 5,247,910 | |
Ending balance, shares at Jun. 30, 2022 | [1] | 3,961,500 | ||||
Net income | 65,942 | 65,942 | ||||
Accretion of common stock subject to possible redemption to redemption value | (3,039,773) | (3,039,773) | ||||
Ending balance, value at Sep. 30, 2022 | $ 39,615 | 2,696,166 | (447,327) | (14,375) | 2,274,079 | |
Ending balance, shares at Sep. 30, 2022 | [1] | 3,961,500 | ||||
Beginning balance, value at Dec. 31, 2022 | $ 39,615 | (1,267,852) | (14,375) | (1,242,612) | ||
Beginning balance, shares at Dec. 31, 2022 | [1] | 3,961,500 | ||||
Net income | 188,713 | 188,713 | ||||
Excise tax imposed on common stock redemptions | (410,772) | (410,772) | ||||
Accretion of common stock subject to possible redemption to redemption value | (497,072) | (497,072) | ||||
Ending balance, value at Mar. 31, 2023 | $ 39,615 | (1,986,983) | (14,375) | (1,961,743) | ||
Ending balance, shares at Mar. 31, 2023 | [1] | 3,961,500 | ||||
Beginning balance, value at Dec. 31, 2022 | $ 39,615 | (1,267,852) | (14,375) | (1,242,612) | ||
Beginning balance, shares at Dec. 31, 2022 | [1] | 3,961,500 | ||||
Net income | (151,848) | |||||
Ending balance, value at Sep. 30, 2023 | $ 39,615 | (3,204,419) | (14,375) | (3,179,179) | ||
Ending balance, shares at Sep. 30, 2023 | [1] | 3,961,500 | ||||
Beginning balance, value at Mar. 31, 2023 | $ 39,615 | (1,986,983) | (14,375) | (1,961,743) | ||
Beginning balance, shares at Mar. 31, 2023 | [1] | 3,961,500 | ||||
Net income | (239,409) | (239,409) | ||||
Accretion of common stock subject to possible redemption to redemption value | (445,274) | (445,274) | ||||
Ending balance, value at Jun. 30, 2023 | $ 39,615 | (2,671,666) | (14,375) | (2,646,426) | ||
Ending balance, shares at Jun. 30, 2023 | [1] | 3,961,500 | ||||
Net income | (101,152) | (101,152) | ||||
Accretion of common stock subject to possible redemption to redemption value | (431,601) | (431,601) | ||||
Ending balance, value at Sep. 30, 2023 | $ 39,615 | $ (3,204,419) | $ (14,375) | $ (3,179,179) | ||
Ending balance, shares at Sep. 30, 2023 | [1] | 3,961,500 | ||||
[1]Includes 1,437,500 shares classified as treasury stock (See Notes 5 and 8). |
UNAUDITED CONDENSED STATEMENT_4
UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS - USD ($) | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Cash flows from Operating Activities: | ||
Net loss | $ (151,848) | $ (170,124) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Change in fair value of warrant liability | (178,640) | |
Interest income on Trust Account | (1,394,123) | (458,146) |
Changes in current assets and current liabilities: | ||
Prepaid expenses | 20,363 | 109,102 |
Deferred tax payable | (66,997) | |
Income taxes payable | 415,102 | 27,060 |
Accounts payable and accrued expenses | 444,810 | 135,472 |
Due to Related Parties | 45,000 | 245,000 |
Net cash used in operating activities | (687,693) | (254,073) |
Cash flows from Investing Activities: | ||
Investment of cash into Trust Account | (525,000) | |
Redemptions from Trust Account | 41,077,199 | |
Withdrawal from Trust Account to pay taxes | 357,010 | 49,010 |
Net cash provided by investing activities | 40,909,209 | 49,010 |
Cash flows from Financing Activities: | ||
Redemption of Class A common stock subject to possible redemption | (41,077,199) | |
Promissory notes - Evie | 726,015 | |
Proceeds from promissory note to new Sponsors | 150,000 | |
Net cash used in financing activities | (40,201,184) | |
Net change in cash | 20,332 | (205,063) |
Cash, beginning of the period | 19,257 | 429,444 |
Cash, end of the period | 39,589 | 224,381 |
Supplemental disclosure of noncash financing activities: | ||
Accretion of common stock subject to possible redemption to redemption value | 1,373,947 | 9,119,319 |
Excise tax liability accrued for common stock redemptions | $ 410,772 |
Organization and Business Opera
Organization and Business Operations | 9 Months Ended |
Sep. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Business Operations | Note 1— Organization and Business Operations Organization and General Bannix Acquisition Corp. (the “Company”) is a blank check company incorporated in the state of Delaware on January 21, 2021. The Company was formed for the purpose of effecting mergers, capital stock exchange, asset acquisitions, stock purchases, reorganization or similar business combinations with one or more businesses (“Business Combination”). The Company has not selected any specific Business Combination target and the Company has not, nor has anyone on its behalf, initiated any substantive discussions, directly or indirectly, with any Business Combination target with respect to the Business Combination. As of September 30, 2023, the Company had not commenced any operations. All activity for the period from January 21, 2021 (inception) through September 30, 2023 relates to the Company’s formation and the initial public offering (the “IPO”) (as defined below) and the Company’s search for a target for an initial Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from the IPO and non-operating income or expense from the changes in the fair value of warrant liabilities. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. Financing The Company’s original sponsors were Subash Menon and Sudeesh Yezhuvath (through their investment entity Bannix Management LLP), Suresh Yezhuvath (“Yezhuvath”) and Seema Rao (“Rao”). On October 20, 2022, pursuant to a Securities Purchase Agreement (“SPA”), Instant Fame LLC, a Nevada limited liability company controlled by a U.S. person (“Instant Fame”) (the “new Sponsors”), acquired an aggregate of 385,000 As a result of the above, Subash Menon resigned as Chief Executive Officer and Chairman of the Board of Directors of the Company and Nicholas Hellyer resigned as Chief Financial Officer, Secretary and Head of Strategy. Douglas Davis was appointed as the Chief Executive Officer of the Company. Further, Balaji Venugopal Bhat, Subbanarasimhaiah Arun and Vishant Vora resigned as Directors of the Company. Mr. Bhat, Mr. Arun and Mr. Vora served on the Audit Committee with Mr. Bhat serving as the committee chair. Mr. Bhat, Mr. Arun and Mr. Vora served on the Compensation Committee with Mr. Arun serving as the committee chair. The Board was also increased from two to seven and Craig Marshak and Douglas Davis were appointed as Co-Chairmans of the Board of Directors effective immediately. Further, Jamal Khurshid, Eric T. Shuss and Ned L. Siegel were appointed to the Board of Directors of the Company. The resignations referenced above were not the result of any disagreement with management or the Board. On November 10, 2022, Sudeesh Yezhuvath resigned as a director of the Company for personal reasons. The resignation was not the result of any disagreements with management or the Board. Due to vacancies as results of board members departure, on November 11, 2022 the Board made the following decisions: (i) Jamie Khurshid, Ned Siegel and Eric Shuss each have been identified as being financially literate and independent under the SEC and Nasdaq Rules have been appointed to the Audit Committee to serve until their successors are qualified and appointed with such appointment subject to the mailing of that certain Schedule 14F Information Statement. Mr. Khurshid chairs the audit committee. (ii) Mr. Siegel, Mr. Shuss and Craig Marshak each have been identified as being independent under the SEC and Nasdaq Rules were appointed to the Compensation Committee to serve until their successors are qualified and appointed with such appointment subject to the mailing of that certain Schedule 14F Information Statement. (iii) Messrs. Davis and Marshak have been appointed as Class III directors, Subash Menon has been appointed as a Class I director and, subject to the mailing of the Schedule 14F Information Statement, Messrs. Khurshid, Siegel and Shuss have been appointed as the Class II directors. The Schedule 14F Information Statement was mailed on or about November 15, 2022. The registration statements for the Company’s IPO were declared effective on September 9, 2021 and September 10, 2021 (the “Effective Date”). On September 14, 2021, the Company consummated its IPO of 6,900,000 units at $10.00 per unit (the “Units”), which is discussed in Note 2. Each Unit consists of one share of common stock (the “Public Shares”), one redeemable warrant to purchase one share of common stock at a price of $11.50 per share and one right. Each right entitles the holder thereof to receive one-tenth (1/10) of one share of common stock upon the consummation of the Business Combination. Concurrent with the IPO, the Company consummated the issuance of 406,000 private placement units (the “Private Placement Units”) as follows: the Company sold 181,000 Private Placement Units to certain investors for aggregate cash proceeds of $2,460,000 and issued an additional 225,000 private placement units to the Sponsor in exchange for the cancellation of $1,105,000 in loans and a promissory note due to them (see Note 5). Each Private Placement Unit consists of one share of common stock, one redeemable warrant to purchase one share of common stock at a price of $11.50 per whole share and one right. Each right entitles the holder thereof to receive one-tenth (1/10) of one share of common stock upon the consummation of the Business Combination. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the IPO and the Private Placement Units, although substantially all of the net proceeds are intended to be generally applied toward consummating a Business Combination. Trust Account Following the closing of the IPO on September 14, 2021, an amount of $69,690,000 ($10.10 per Unit) from the net proceeds of the sale of the Units in the IPO and Private Placement Units was placed in a trust account (the “Trust Account”) and invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 180 days or less or in any open-ended investment company that holds itself out as a money market fund meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company. The Company has since divested its investments in the Trust Account and placed the funds in an interest-bearing demand deposit account. Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay its franchise and income tax obligations (less up to $100,000 of interest to pay dissolution expenses), the proceeds from this offering and the sale of the Private Placement Units will not be released from the Trust Account until the earliest of (a) the completion of the Company’s initial Business Combination, (b) the redemption of any Public Shares properly submitted in connection with a stockholder vote to amend the Company’s amended and restated certificate of incorporation, and (c) the redemption of the Company’s Public Shares if the Company is unable to complete the initial Business Combination within 15 months from the closing of this offering, or within any period of extension, subject to applicable law. The proceeds deposited in the Trust Account could become subject to the claims of the Company’s creditors, if any, which could have priority over the claims of the Company’s public stockholders. The Company held a Special Meeting of Stockholders on March 8, 2023 at 12:00 p.m. Eastern Time (the “Special Meeting”). At the Special Meeting, the stockholder approved the filing of an amendment to its Amended and Restated Certificate of Incorporation with the Delaware Secretary of State (the “Extension Amendment”), to extend the date (the “Extension”) by which the Company must (1) complete a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or similar business combination involving the Company and one or more businesses (an “initial business combination”), (2) cease its operations except for the purpose of winding up if it fails to complete such initial business combination, and (3) redeem 100% of the Company’s common stock (“common stock”) included as part of the units sold in the Company’s initial public offering that was consummated on September 14, 2021 (the “IPO”), from March 14, 2023, and to allow the Company, without another stockholder vote, to further extend the date to consummate a Business Combination on a monthly basis up to twelve (12) times by an additional one (1) month each time after March 14, 2023 or later extended deadline date, by resolution of the Company’s board of directors (the “Board”), if requested by Instant Fame upon five days’ advance notice prior to the applicable deadline date, until March 14, 2024, or a total of up to twelve (12) months after March 14, 2023 (such date as extended, the “Deadline Date”), unless the closing of a Business Combination shall have occurred prior thereto. For the three and nine months ended September 30, 2023, the Company has deposited $ 225,000 525,000 0 At the Special Meeting, stockholders holding a total of 3,960,387 41,077,199 10.37201 5,463,613 As disclosed by the Company in its additional materials to its proxy statement filed on March 6, 2023 with respect to the remaining funds held in the Trust Account following the Special Meeting and the related redemptions, the Company stated it plans to maintain the remaining amount in its Trust Account in an interest-bearing demand deposit account at a bank. On April 6, 2023, Continental Stock Transfer & Trust Company established and funded a bank account with Citibank for all remaining funds from the Trust Account, post-redemption, including interest accrued in the amount of $ 30,744,828 Initial Business Combination The Company had until December 13, 2022 to consummate the initial Business Combination. Pursuant to the terms of the bylaws and the trust agreement entered into between the Company and Continental Stock Transfer & Trust Company, in order to extend the time available for the Company to consummate the initial Business Combination, the new Sponsors, upon five days advance notice prior to the applicable deadline, must deposit into the Trust Account for each three-month extension, $690,000 ($0.10 per share in either case) on or prior to the date of the applicable deadline, up to an aggregate of $1,380,000, or approximately $0.20 per share. On December 13, 2022, the Company issued an unsecured promissory note (the “December 2022 Note”) in favor of Instant Fame, in the principal amount of $ 690,000 75,000 0.07 Since the stockholder meeting on March 8, 2023, the Company has deposited $ 525,000 150,000 In the event that the Company receives notice from Instant Fame five days prior to the applicable deadline of its wish for the Company to effect an extension, the Company intends to issue a press release announcing such intention at least three days prior to the applicable deadline. In addition, the Company intends to issue a press release the day after the applicable deadline announcing whether or not the funds had been timely deposited. Instant Fame and its affiliates or designees are not obligated to fund the Trust Account to extend the time for the Company to complete the initial Business Combination. If the Company is unable to consummate the initial Business Combination within the applicable time period, the Company will, promptly but not more than ten business days thereafter, redeem the Public Shares for a pro rata portion of the funds held in the Trust Account and promptly following such redemption, subject to the approval of the remaining stockholders and the board of directors, dissolve and liquidate, subject in each case to the obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. In such event, the rights and warrants will be worthless. Additionally, pursuant to Nasdaq rules, any initial Business Combination must be approved by a majority of the independent directors. The Company anticipates structuring the initial Business Combination so that the post-transaction company in which the public stockholders’ own shares will own or acquire substantially all of the equity interests or assets of the target business or businesses. The Company may, however, structure the initial Business Combination such that the post-transaction company owns or acquires less than substantially all of such interests or assets of the target business in order to meet certain objectives of the target management team or stockholders or for other reasons, but the Company will only complete such Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”). Even if the post-transaction company owns or acquires 50% or more of the voting securities of the target, the stockholders prior to the initial Business Combination may collectively own a minority interest in the post-transaction company, depending on valuations ascribed to the target and the Company in the Business Combination transaction. For example, the Company could pursue a transaction in which the Company issue a substantial number of new shares in exchange for all of the outstanding capital stock of shares or other equity interests. In this case, the Company would acquire a 100% controlling interest in the target. However, as a result of the issuance of a substantial number of new shares, the stockholders immediately prior to the initial Business Combination could own less than a majority of the outstanding shares subsequent to the initial Business Combination. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-transaction company, the portion of such business or businesses that is owned or acquired is what will be valued for purposes of the 80% of net assets test. If the initial Business Combination involves more than one target business, the 80% of net assets test will be based on the aggregate value of all of the target businesses even if the acquisitions of the target businesses are not closed simultaneously. Although the Company believes that the net proceeds of the offering will be sufficient to allow the Company to consummate a Business Combination the Company cannot ascertain the capital requirements for any particular transaction. If the net proceeds of this offering prove to be insufficient, either because of the size of the Business Combination, the depletion of the available net proceeds in search of a target business, or because the Company becomes obligated to redeem a significant number of the Public Shares upon consummation of the initial Business Combination, the Company will be required to seek additional financing, in which case the Company may issue additional securities or incur debt in connection with such Business Combination. Furthermore, the Company may issue a substantial number of additional shares of common or preferred stock to complete the initial Business Combination or under an employee incentive plan upon or after consummation of the initial Business Combination. The Company does not have a maximum debt leverage ratio or a policy with respect to how much debt the Company may incur. The amount of debt the Company will be willing to incur will depend on the facts and circumstances of the proposed Business Combination and market conditions at the time of the potential Business Combination. At this time, the Company is not party to any arrangement or understanding with any third party with respect to raising additional funds through the sale of the securities or the incurrence of debt. Subject to compliance with applicable securities laws, the Company would only consummate such financing simultaneously with the consummation of the initial Business Combination. Nasdaq rules require that the initial Business Combination must occur with one or more target businesses that together have an aggregate fair market value of at least 80% of the assets held in the Trust Account (excluding advisory fees and taxes payable on the income earned on the Trust Account) at the time of the agreement to enter into the initial Business Combination. If the board is not able to independently determine the fair market value of the target business or businesses, the Company will obtain an opinion from an independent investment banking firm or an independent accounting firm with respect to the satisfaction of such criteria. The Company does not intend to purchase multiple businesses in unrelated industries in connection with the initial Business Combination. The Company will provide its public stockholders with the opportunity to redeem all or a portion of their Public Shares upon the completion of the initial Business Combination either (i) in connection with a stockholder meeting called to approve the initial Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a proposed initial Business Combination or conduct a tender offer will be made by the Company, solely at its discretion. The stockholders will be entitled to redeem their shares for a pro rata portion of the amount then on deposit in the Trust Account (initially approximately $10.10 per share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations plus additional deposits to extend the Combination Period). The initial carrying value of the common stock subject to redemption is recorded at an amount equal to the proceeds of the public offering less (i) the fair value of the public warrants and less (ii) offering costs allocable to the common stock sold as part of the units in the IPO. Such initial carrying value is classified as temporary equity upon the completion of the IPO, in accordance with Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” The Company’s amended and restated certificate of incorporation provides that in no event will it redeem the public shares in an amount that would cause the Company’s net tangible assets to be less than $5,000,001 both immediately before and after the consummation of the Business Combination (so that the Company is not subject to the SEC’s “penny stock” rules). Redemptions of the Company’s public shares may also be subject to a higher net tangible asset test or cash requirement pursuant to an agreement relating to the Business Combination. For example, the Business Combination may require: (i) cash consideration to be paid to the target or its owners, (ii) cash to be transferred to the target for working capital or other general corporate purposes or (iii) the retention of cash to satisfy other conditions in accordance with the terms of the Business Combination. In the event the aggregate cash consideration the Company would be required to pay for all shares of common stock that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the Business Combination exceed the aggregate amount of cash available to the Company, it will not complete the Business Combination or redeem any shares, and all shares of common stock submitted for redemption will be returned to the holders thereof. The new Sponsors, officers and directors and Representative (as defined in Note 6) have agreed to (i) waive their redemption rights with respect to their Founder Shares and Public Shares in connection with the completion of the initial Business Combination, (ii) waive their redemption rights with respect to their Founder Shares (as defined below) and Public Shares in connection with a stockholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation, and (iii) waive their rights to liquidating distributions from the Trust Account with respect to their Founder Shares if the Company fails to complete the initial Business Combination within the Combination Period. The Company’s new Sponsors have agreed that they will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or similar agreement or Business Combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.46 per Public Share (subject to increase of up to an additional $75,000 per month in the event that our sponsors elect to extend the period of time to consummate a business combination as set forth in the Extension Amendment) and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.46 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of this offering against certain liabilities, including liabilities under the Securities Act. However, the Company has not asked its new Sponsors to reserve for such indemnification obligations, nor has the Company independently verified whether its new Sponsors have sufficient funds to satisfy its indemnity obligations and believe that the Company’s new Sponsors’ only assets are securities of the Company. Therefore, the Company cannot assure that its new Sponsors would be able to satisfy those obligations. On May 10, 2023, the Company engaged a law firm to assist with the proposed Business Combination with Evie Group. The Company has agreed to pay $ 30,000 70,000 500,000 On May 19, 2023, the Company entered into an Executive Retention Agreement with Mr. Davis, Chief Executive Officer and Co-Chairman of the Board of Directors, providing for an at-will employment arrangement that may be terminated by either party at any time, which provides for the payment of an annual salary of $ 240,000 200,000 Propose Business Combination On April 17, 2023, the Company entered into a binding letter of intent (the “Letter of Intent”) with Evie Autonomous Ltd. (“Evie Autonomous”), and on May 8, 2023, Evie Autonomous Group Ltd (“Evie Group”) became a successor entity for the proposed Business Combination. GBT Technologies Inc. is also a party to the Letter of Intent pursuant to which the Company agreed to acquire the Apollo System which is intellectual property covered by patent application (publication number 2022/0405966) filed with the US Patent and Trademark Office, and enhanced by additional related synergy patents (patents). These patent applications describes a machine learning driven technology that controls radio wave transmissions, analyzes their reflections data, and constructs 2D/3D images of stationary and moving objects. The Apollo System is based on radio waves and can detect an entity’s moving and stationary positions, enabling imaging technology to show these movements and positions on a screen in real time. This includes an AI technology that controls the radio waves transmission and analyzes the reflections. The goal is to integrate the Apollo System as an efficient driver monitoring system, detecting impaired or distracted drivers, providing audible and visual alerts. Below is a list of the patents to be acquired in connection with the Apollo acquisition: Title App. No. Country Filing Date Status/Deadline Patent No. Issue Date SYSTEMS AND METHODS OF FACIAL AND BODY RECOGNITION, IDENTIFICATION AND ANALYSIS 17/212,235 USA Mar. 25, 2021 GRANTED US 11,527,104 B2 Dec. 13, 2022 SYSTEMS AND METHODS OF MOBILE DATABASE MANAGEMENT AND SHARING 16/155,093 USA Oct. 9, 2018 GRANTED US 10,853,327 B2 Dec. 1, 2020 SYSTEMS AND METHODS OF MOBILE DATABASE MANAGEMENT AND SHARING 17/104,001 USA Nov. 25, 2020 GRANTED (CONTINUATION) US 11,663,167 B2 May 30, 2023 SYSTEMS AND METHODS OF REAL-TIME MOVEMENT, POSITION DETECTION, AND IMAGING (APOLLO) 17/471,213 USA Sep. 10, 2021 GRANTED US 11,302,032 Bl Apr. 12, 2022 ELECTRONIC CIRCUITS FOR SECURE COMMUNICATIONS AND ASSOCIATED SYSTEMS AND METHODS (SECURE COMM.) 15/015,441 USA Feb. 4, 2016 GRANTED US 10,521,614 B2 Dec. 31, 2019 SYSTEMS AND METHODS OF REAL-TIME MOVEMENT, POSITION DETECTION, AND IMAGING (APOLLO CONTINUATION) 17/694,384 USA Mar. 14, 2022 PENDING (CONTINUATION) Publication. No.: US 2022/0405966 Al Dec. 22, 2022 (Publication Date) On June 23, 2023, the Company, Evie Group, and the shareholder of the Evie Group (“Evie Group Shareholder”), entered into a Business Combination Agreement (the “Business Combination Agreement”), pursuant to which, subject to the satisfaction or waiver of certain conditions precedent in the Business Combination Agreement, the following transactions will occur: the acquisition by Bannix of all of the issued and outstanding share capital of Evie Group from the Evie Group Shareholder in exchange for the issuance of eighty-five million new shares of common stock of Bannix, $ 0.01 Representations and Warranties Under the Business Combination Agreement, Bannix has made customary representations and warranties to Evie Group, and the Evie Group Shareholder relating to, among other things, organization and standing, due authorization and binding agreement, governmental approvals, non-contravention, capitalization, Securities and Exchange Commission (the “SEC”) filings, financial statements, internal controls, absence of certain changes, compliance with laws, actions, orders and permits, taxes and returns, employees and employee benefit plans, properties, material contracts, transactions with related persons, the U.S. Investment Company Act of 1940, as amended (the “Investment Company Act”), and the Jumpstart Our Business Startups Act of 2012, finders’ and brokers’ fees, sanctions and certain business practices, private placements, insurance, no misleading information supplied, the Trust Account, acknowledgement of no further representations and warranties and receipt of a fairness opinion. Under the Business Combination Agreement, the Evie Group has made customary representations and warranties (on behalf of itself and its subsidiaries) to Bannix relating to, among other things, organization and standing, due authorization and binding agreement, capitalization, company subsidiaries, governmental approvals, non-contravention, financial statements, absence of certain changes, compliance with laws, permits, litigation, material contracts, intellectual property, taxes and returns, real property, personal property, employee matters, benefit plans, environmental matters, transactions with related persons, insurance, material customers and suppliers, data protection and cybersecurity, sanctions and certain business practices, the Investment Company Act, finders’ and brokers’ fees and no misleading information supplied. Under the Business Combination Agreement, the Evie Group Shareholder has made customary representations and warranties (with respect to itself only) to Bannix relating to, among other things, organization and standing, due authorization and binding agreement, share ownership, governmental approvals, non-contravention, litigation, certain investment representations, finders’ and brokers’ fees and no misleading information supplied. Covenants The Business Combination Agreement includes customary covenants of the parties including, among other things, (i) the conduct of their respective business operations prior to the consummation of the transactions, (ii) using commercially reasonable efforts to obtain relevant approvals and comply with all applicable listing requirements of The Nasdaq Stock Market LLC (“NASDAQ”) in connection with the transactions and (iii) using commercially reasonable efforts to consummate the transactions and to comply as promptly as practicable with all requirements of governmental authorities applicable to the transactions. The Business Combination Agreement also contains additional covenants of the parties, including covenants providing for Bannix and Evie Group to use commercially reasonable efforts to file, and to cooperate with each other to prepare the proxy statement of Bannix. Conditions to Closing The respective obligations of each party to consummate the transactions, including the Share Acquisition, are subject to the satisfaction, or written waiver (where permissible), by Evie Group and Bannix of the following conditions: ● Bannix’s shareholders having approved and adopted the Shareholder Approval Matters; and ● the absence of any law or governmental order, inquiry, proceeding or other action that would prohibit the transactions. Conditions to the Obligations of Evie Group and the Evie Group Shareholder The obligations of Evie Group and the Evie Group Shareholder to consummate the transactions are subject to the satisfaction, or written waiver (by Evie Group, where permissible) of the following conditions: ● the representations and warranties of Bannix being true and correct as determined in accordance with the Business Combination Agreement; ● Bannix having performed in all material respects all of its obligations and complied in all material respects with all of its agreements and covenants under the Business Combination Agreement to be performed or complied with by it on or prior to the Closing Date; ● Bannix having delivered to Evie Group a certificate dated as of the Closing Date, signed by an officer of Bannix, certifying as to the satisfaction of certain conditions specified in the Business Combination Agreement; ● no Material Adverse Effect shall have occurred with respect to Bannix that is continuing and uncured; ● Bannix having made all necessary and appropriate arrangements with the trustee to have all of the funds held in the Trust Account disbursed to Bannix on the Closing Date, and all such funds released from the Trust Account be available to the surviving company; ● Bannix having provided the public holders of Bannix shares of common stock with the opportunity to make redemption elections with respect to their Bannix shares of common stock pursuant to their Redemption Rights; ● the Evie Group Shareholder receiving confirmation from HM Revenue & Customs that in respect of the transactions contemplated by this Agreement (i) no counteraction notice under section 698 Income Tax Act 2007 will be given; and (ii) the provisions of section 137 of the Taxation of Chargeable Gains Act 1992 do not apply with the result that the provisions of section 135 of that Act would not be prevented from applying; and ● the Ancillary Documents required to be executed by Bannix according to the Business Combination Agreement at or prior to the Closing Date shall have been executed and delivered to Evie Group. Conditions to the Obligations of Bannix The obligations of Bannix to consummate the transactions are subject to the satisfaction, or written waiver (by Bannix where permissible) of the following conditions: ● the representations and warranties of Evie Group and the Evie Group Shareholder being true and correct as determined in accordance with the Business Combination Agreement; ● each of Evie Group and the Evie Group Shareholder having performed in all material respects all of their respective obligations and complied in all material respects with all of their respective agreements and covenants under the Business Combination Agreement to be performed or complied with by them on or prior to the Closing Date; ● Evie Group having delivered to Bannix a certificate dated as of the Closing Date, signed by the Company certifying as to the satisfaction of certain conditions specified in the Business Combination Agreement but in each case, solely with respect to themselves; ● no Material Adverse Effec |
Significant Accounting Policies
Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | Note 2— Significant Accounting Policies Basis of Presentation The accompanying financial statements of the Company are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America for interim financial information (“US GAAP”) and pursuant to Rule 8-03 of Regulation S-X promulgated by the U.S. Securities and Exchange Commission (“SEC”). Accordingly, they do not include all of the information and footnotes required by US GAAP. In the opinion of management, the unaudited condensed financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the period presented. Operating results for the three and nine months ended September 30, 2023 are not necessarily indicative of the results that may be expected through December 31, 2023. Certain information and footnote disclosures normally included in the annual financial statements prepared in accordance with U.S. GAAP have been condensed or omitted. These unaudited condensed financial statements should be read in conjunction with the Company’s audited financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the period through December 31, 2022 filed with the SEC on April 11, 2023. The balance sheet as of September 30, 2023 contained herein has been derived from the audited financial statements as of December 31, 2022, but does not include all disclosures required by U.S. GAAP. Emerging Growth Company Status 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 our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder 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 these unaudited condensed financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed financial statements and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgement. 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. Significant estimates include assumptions made in the valuation of our Private Placement Warrants. Accordingly, the actual results could differ from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did no 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 Offering Costs related to the Initial Public Offering The Company complies with the requirements of ASC Subtopic 340-10-S99-1, “Expenses of Offering.” Offering costs consist of legal, accounting, underwriting fees and other costs incurred that were directly related to the IPO. Upon consummation of the IPO, offering costs were allocated to the separable financial instruments issued in the IPO on a relative fair value basis compared to total proceeds received. Offering costs associated with the Private Warrant liability were expensed as incurred and presented as non-operating expenses in the statement of operations. Offering costs associated with the shares of common stock were charged to temporary equity (common stock subject to possible redemption) upon the completion of the IPO. Anchor Investors and Other Investors The Company complies with SAB Topic 5A to account for the valuation of the Founder Shares acquired by the Anchor Investors and Other Investors. The Founder Shares acquired by the Anchor Investors and Other Investors represent a capital contribution for the benefit of the Company and are recorded as offering costs and reflected as a reduction in the proceeds from the offering and offering expenses in accordance with ASC 470 and Staff Accounting Bulletin Topic 5A. As such, upon sale of the Founder Shares to the Anchor Investors and the granting of the Founder Shares to the Other Investors the valuation of these shares was recognized as a deferred offering cost and charged to temporary equity and the statement of operations based on the relative fair value basis. Fair Value of Financial Instruments The fair value of the Company’s cash and current liabilities approximates the carrying amounts represented in the accompanying balance sheets, due to their short-term nature. Fair value is defined as the price which would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. A three-tier fair value hierarchy which prioritizes the inputs used in the valuation methodologies is as follows: Level 1 Inputs - Unadjusted quoted prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. Level 2 Inputs - Inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. These might include quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability (such as interest rates, volatilities, prepayment speeds, credit risks, etc.) or inputs that are derived principally from or corroborated by market data by correlation or other means. Level 3 Inputs - Unobservable inputs for determining the fair values of assets or liabilities that reflect an entity’s own assumptions about the assumptions that market participants would use in pricing the assets or liabilities. Fair Value of Trust Account As of September 30, 2023 and December 31, 2022, the assets in the Trust Account were held in a demand deposit account at a bank and money market fund with a broker, respectively. These financial assets were accounted for at fair value on a recurring basis within Level 1 of the fair value hierarchy. Fair Value of Warrant Liability The Company accounted for the 7,306,000 Fair Value of Shares and Private Placement Units acquired by Instant Fame On October 20, 2022, pursuant to a Securities Purchase Agreement between IF and the Sellers, management of the Company determined the fair value of the shares and private placement units acquired to be $ 1,453,900 1,253,900 Common Stock Subject to Redemption The Company accounts for its common stock subject to possible redemption in accordance with the guidance in ASC Topic 480, “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption (if any) are classified as a liability instrument and measured at fair value. Conditionally redeemable common stock (including common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity and subsequently measured at redemption value. At all other times, shares of common stock are classified as stockholders’ equity. The Company’s shares of common stock sold as part of the IPO feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, shares of common stock subject to possible redemption are presented at their net carrying value and classified as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet. The initial carrying value of the common stock subject to redemption is recorded at an amount equal to the proceeds of the public offering ($69,000,000) less (i) the fair value of the public warrants ($5,796,000) and less (ii) offering costs allocable to the common stock sold as part of the units in the public offering ($8,712,864). In accordance with the alternative methods described in ASC Subtopic 480-10-S99-3A(15), “Classification and Measurement of Redeemable Securities.” The Company has made an accounting policy election to accrete changes in the difference between the initial carrying amount and the redemption amount ($10.10 per share) over the period form the IPO date to the expected redemption date. For purposes of accretion, the Company has estimated that it will take 15 months for a Business Combination to occur and accordingly will accrete the carrying amount to the redemption value using the effective interest method over that period. Such changes are reflected in additional paid in capital, or in the absence of additional paid-in capital, in accumulated deficit. In December 2022, the Company changed the methodology on a go-forward basis to recognize 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 (to the extent available) and accumulated deficit. The Company recorded an increase in the redemption value because of earnings on the Trust Account and additional deposits that exceed amounts payable for taxes. While the Company may use earnings on the Trust Account to pay its tax obligations, during the three and nine months ended September 30, 2023, $ 0 357,010 49,010 In March 2023 in connection with the Special Meeting, stockholders holding a total of 3,960,387 41,077,199 10.37201 5,463,613 On September 30, 2023 and December 31, 2022, the common stock reflected in the balance sheet is reconciled in the following table: Schedule of common stock reflected on the balance sheet Common stock subject to possible redemption on December 31, 2022 $ 70,973,384 Less: Redemptions from Trust Account (41,077,199 ) Plus: Remeasurement of shares subject to redemption 497,072 Common stock subject to possible redemption on March 31, 2023 $ 30,393,257 Plus: Remeasurement of shares subject to redemption 445,274 Common stock subject to possible redemption on June 30, 2023 $ 30,838,531 Plus: Remeasurement of shares subject to redemption 431,601 Common stock subject to possible redemption on September 30, 2023 $ 31,270,132 Net Loss Per Share Basic net loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period. For purposes of calculating diluted loss per common stock, the denominator includes both the weighted-average number of shares of common stock outstanding during the period and the number of common stock equivalents if the inclusion of such common stock equivalents is dilutive. Dilutive common stock equivalents potentially include shares and warrants using the treasury stock method. As of September 30, 2023 and December 31, 2022, 7,306,000 Reconciliation of Loss per Share of Common Stock Basic and diluted loss per share for common stock is calculated as follows: Schedule of reconciliation of loss per share of common stock Three months ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Loss per share of common stock: Net (Loss) Income $ (101,152 ) $ 65,942 $ (151,848 ) $ (170,124 ) Weighted Average Shares of common stock 5,463,613 9,424,000 6,435,576 9,424,000 Basic and diluted (loss) income per share $ (0.02 ) $ 0.01 $ (0.02 ) $ (0.02 ) Income Taxes The Company accounts for income taxes under ASC 740, “Income Taxes.” ASC 740, Income Taxes, requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the unaudited condensed financial statements and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. As of September 30, 2023 and December 31, 2022, the Company’s deferred tax asset had a full valuation allowance recorded against it. The Company’s effective tax rate was (423.97) (48.96) 177.37 (59.20) 21 ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no no The Company has identified the United States and the State of California as its only “major” tax jurisdiction. The Company is subject to income taxation by major taxing authorities since inception. These examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. Recent Accounting Pronouncements 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. Stock Based Compensation The Company complies with ASC 718 Compensation — Stock Compensation regarding Founder Shares granted to directors and an officer of the Company. The acquired shares shall vest upon the Company consummating an initial Business Combination (the “Vesting Date”). The Founder Shares owned by the directors or officer (1) may not be sold or transferred, until one year after the consummation of a Business Combination, (2) not be entitled to redemption from the funds held in the Trust Account, or any liquidating distributions. The Company has until December 14, 2023 (as extended) to consummate a Business Combination, and if a Business Combination is not consummated, the Company will liquidate and the shares will become worthless. The Founder Shares were issued on September 8, 2021, and the Founder Shares vest, not upon a fixed date, but upon consummation of an initial Business Combination. Since the approach in ASC 718 is to determine the fair value without regard to the vesting date, the Company has determined the valuation of the Founder Shares as of September 8, 2021. The valuation resulted in a fair value of $ 7.48 972,400 130,000 972,400 |
Initial Public Offering
Initial Public Offering | 9 Months Ended |
Sep. 30, 2023 | |
Initial Public Offering | |
Initial Public Offering | Note 3— Initial Public Offering On September 14, 2021, the Company consummated its IPO and sold 6,900,000 69,000,000 10.00 All of the shares of common stock sold as part of the Units in the IPO contain a redemption feature which allows for the redemption of such public shares in connection with the Company’s liquidation, if there is a stockholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s certificate of incorporation. In accordance with SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, redemption provisions not solely within the control of the Company require common stock subject to redemption to be classified outside of permanent equity. At the Special Meeting, stockholders holding a total of 3,960,387 5,463,613 |
Private Placement
Private Placement | 9 Months Ended |
Sep. 30, 2023 | |
Private Placement | |
Private Placement | Note 4— Private Placement Simultaneously with the closing of the IPO and the sale of the Units, the Company sold 181,000 2,460,000 On October 20, 2022, pursuant to the SPA, the new Sponsors acquired an aggregate of 385,000 shares of common stock and 90,000 private placement units of the Company from the Sellers in a private transaction. Management of the Company determined the fair value of the shares and private placement units acquired to be $ 1,453,900 1,253,900 |
Promissory Note to Evie Autonom
Promissory Note to Evie Autonomous LTD and Evie Autonomous Group Ltd. | 9 Months Ended |
Sep. 30, 2023 | |
Promissory Note To Evie Autonomous Ltd And Evie Autonomous Group Ltd. | |
Promissory Note to Evie Autonomous LTD and Evie Autonomous Group Ltd. | Note 5— Promissory Note to Evie Autonomous LTD and Evie Autonomous Group Ltd. On April 19, 2023, May 12, 2023, and June 14, 2023 the Company issued unsecured promissory notes to Evie Autonomous LTD with a principal amount of $ 436,040 Promissory Notes On August 4, 2023 and August 8, 2022, the Company issued to Evie Group unsecured promissory notes in the aggregate principal amount of $ 189,975 In accordance with the Business Combination Agreement, on September 18, 2023 and in consideration of $ 100,000 100,000 At September 30, 2023 and December 31, 2023 the Company owes Evie Autonomous and Evie Group $ 726,015 0 |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2023 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 6— Related Party Transactions Founder Shares In February 2021, the Sponsors subscribed for 2,875,000 28,750 0.01 1,437,500 14,375 287,500 1,725,000 In March 2021, Suresh Yezhuvath granted an aggregate of 16,668 On October 20, 2022, pursuant to an SPA, the new Sponsor acquired an aggregate of 385,000 90,000 The Sponsors, new Sponsors, Other Investors, Anchor Investors, directors and officer have agreed not to transfer, assign or sell the Founder Shares until the earlier to occur of: (A) one year after the completion of the initial Business Combination or (B) the date on which the Company completes a liquidation, merger, stock exchange or other similar transaction after the initial Business Combination that results in all of the public stockholders having the right to exchange their shares of common stock for cash, securities or other property. The Company refers to such transfer restrictions as the “lock-up”. Notwithstanding the foregoing, if the last sale price of the common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination, the Founder Shares will be released from the lock-up. At September 30, 2023 and December 31, 2022, there were 3,961,500 1,437,500 Working Capital Loans – Sponsors and New Sponsors In order to finance transaction costs in connection with a Business Combination, the new Sponsors or an affiliate of the new Sponsors or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required. If the Company completes a Business Combination, the Company would repay the loans out of the proceeds of the Trust Account released to the Company. Otherwise, the loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay the loans but no proceeds from the Trust Account would be used to repay the loans. On September 30, 2023 and December 31, 2022, there were no Pre-IPO Loans – Sponsors Prior to the completion of the IPO, the Company entered into an additional loan agreement with Yezhuvath to finance the expenses associated with preparing for the IPO as follows: The Company entered into a loan agreement with Yezhuvath with the following terms: 1. The Company borrowed approximately $805,000 under the loan agreement as follows: a. Deferred offering costs of $50,000 were directly paid by the Sponsor. b. The Company repurchased treasury stock of $7,375 from the Sponsor. c. Proceeds of approximately $747,625 was received directly into the Company from the Sponsor. 2. Advances under the loan agreement are unsecured and do not bear interest. 3. Following the consummation of the IPO, the loan was repaid/forfeited as follows: a. Against the first approximate $1,030,000 of the note and loan agreement (inclusive of the $300,000 note discussed above), 210,000 Private Placement Units were issued. b. Against the next $75,000 of loan, 15,000 Private Placement Units were issued. Yezhuvath agreed to make an additional loan to the Company of $225,000 pursuant to the exercise of the over-allotment which would only be drawn down at the time of the Business Combination. The proceeds would be used to pay a portion of the incremental underwriting discount on the over-allotment shares which the underwriter has agreed to defer the receipt of until a Business Combination is consummated. Yezhuvath has agreed to forgive this amount without any additional securities being issued against it. Due to Related Parties The balance on September 30, 2023 and December 31, 2022 in Due to Related Parties totaled $ 1,197,850 1,002,850 Schedule of related party transactions September 30, 2023 December 31, 2022 Borrowings from Suresh Yezhuvath $ 23,960 $ 23,960 Expenses paid by Subash Menon 3,557 3,557 Repurchase 700,000 7,000 7,000 Administrative Support Agreement 123,333 78,333 Securities Purchase Agreement 200,000 200,000 Promissory Notes with Instant Fame 840,000 690,000 $ 1,197,850 $ 1,002,850 On December 13, 2022, the Company issued an unsecured promissory note in favor of Instant Fame, in the principal amount of $ 690,000 75,000 840,000 690,000 The promissory notes are non-interest bearing and repayable on the consummation of a Business Combination. If a Business Combination is not consummated the promissory notes will not be repaid and all amounts owed hereunder will be forgiven except to the extent that the Company has funds available to it outside of the Trust Account. Administrative Support Agreement The Company has agreed to pay an affiliate of the Sponsor for office space, secretarial and administrative services provided to members of the management team, in the amount of $5,000 per month. Upon completion of the initial Business Combination or the Company’s liquidation, it will cease paying these monthly fees. For the three and nine months period ended September 30, 2023 and 2022, the Company had incurred $ 15,000 45,000 |
Commitments
Commitments | 9 Months Ended |
Sep. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments | Note 7— Commitments Registration Rights The holders of the Founder Shares, Private Placement Units and warrants that may be issued upon conversion of related party loans will have registration rights to require the Company to register a sale of any of its securities held by them pursuant to a registration rights agreement to be signed prior to or on the effective date of this offering. These holders will be entitled to make up to three demands, excluding short form registration demands, that the Company registers such securities for sale under the Securities Act. In addition, these holders will have “piggy-back” registration rights to include their securities in other registration statements filed by the Company. Underwriters Agreement The underwriters are entitled to a deferred underwriting discount of $ 225,000 The Company issued the underwriter (and/or its designees) (the “Representative”) 393,000 shares of common stock for $0.01 per share (the “Representative Shares”) upon the consummation of the IPO. The Company accounted for the estimated fair value ($2,861,000) of the Representative Shares as an offering cost of the IPO and allocated such cost against temporary equity for the amount allocated to the redeemable shares and to expense for the allocable portion relating to the warrant liability. These shares of common stock issued to the underwriter are subject to an agreement in which the underwriter has agreed (i) not to transfer, assign or sell any such shares until the completion of the Business Combination. In addition, the underwriter (and/or its designees) has agreed (i) to waives its redemption rights with respect to such shares in connection with the completion of the Business Combination and (ii) to waive its rights to liquidating distributions from the trust account with respect to such shares if it fails to complete the Business Combination by June 14, 2023. Accordingly, the fair value of such shares is included in stockholders’ equity. As of September 30, 2023 and December 31, 2022, the Representative has not yet paid for these shares, and the amount owed of $ 3,930 3,930 Excise Tax In connection with the vote to approve the Charter Amendment Proposal, holders of 3,960,387 41,077,199 410,772 This excise tax liability can be offset by future share issuances within the same fiscal year which will be evaluated and adjusted in the period in which the issuances occur. Should the Company liquidate prior to December 31, 2023, the excise tax liability will not be due. Other Investors Other Investors were granted an aggregate of 16,668 0.65 10,834 The Other Investors have not been granted any stockholder or other rights that are in addition to those granted to the Company’s other public stockholders. The Other Investors will have no rights to the funds held in the Trust Account with respect to the Founder Shares held by them. The Other Investors will have the same rights to the funds held in the Trust Account with respect to the common stock underlying the Units they purchase at the IPO as the rights afforded to the Company’s other public stockholders. Anchor Investors The Anchor Investors entered into separate letter agreements with the Company and the Sponsors pursuant to which, subject to the conditions set forth therein, the Anchor Investors purchased, upon the closing of the IPO on September 14, 2021, 181,000 762,500 7.48 The Anchor Investors have not been granted any stockholder or other rights that are in addition to those granted to the Company’s other public stockholders and purchased the Founder Shares for nominal consideration with an excess of the fair value of $ 3,244,453 |
Stockholders_ (Deficit) Equity
Stockholders’ (Deficit) Equity | 9 Months Ended |
Sep. 30, 2023 | |
Equity [Abstract] | |
Stockholders’ (Deficit) Equity | Note 8 — Stockholders’ (Deficit) Equity Preferred Stock 1,000,000 0.01 no Common Stock 100,000,000 0.01 6,901,113 10,861,500 2,524,000 2,939,613 6,900,000 Treasury Stock 7,735 7,000 Rights |
Warrant Liability
Warrant Liability | 9 Months Ended |
Sep. 30, 2023 | |
Guarantees and Product Warranties [Abstract] | |
Warrant Liability | Note 9 — Warrant Liability The Company accounted for the 7,306,000 Each warrant entitles the holder to purchase one share of the Company’s common stock at a price of $ 11.50 9.20 9.20 18.00 The warrants will become exercisable on the later of 12 months from the closing of this offering or upon completion of its initial Business Combination and will expire five years after the completion of the Company’s initial Business Combination, at 5:00 p.m., Eastern Time, or earlier upon redemption or liquidation. Redemption of warrants The Company may call the warrants for redemption (excluding the private warrants, and any warrants underlying Units issued to the Sponsors, initial stockholders, officers, directors or their affiliates in payment of related party loans made to the Company), in whole and not in part, at a price of $ 0.01 ● at any time while the warrants are exercisable, ● upon not less than 30 days prior written notice of redemption to each warrant holder, ● if, and only if, the reported last sale price of the common stock equals or exceeds $ 18.00 ● if, and only if, there is a current registration statement in effect with respect to the issuance of the shares underlying such warrants at the time of redemption and for the entire 30-day trading period referred to above and continuing each day until the date of redemption. If the Company calls the warrants for redemption as described above, the management will have the option to require any holder that wishes to exercise its warrant to do so on a “cashless basis.” If management takes advantage of this option, all holders of warrants would pay the exercise price by surrendering their 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 warrants, multiplied by the excess of the “fair market value” (defined below) over the exercise price of the warrants by (y) the fair market value. The “fair market value” shall mean the average reported last sale price of the 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 warrants. If the Company is unable to complete an initial Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such warrants. Accordingly, the warrants may expire worthless. The following presents the Company’s fair value hierarchy for the 406,000 Private Warrants issued which are classified as liabilities measured at fair value as of September 30, 2023: Schedule of changes in fair value of liabilities Level 1 Level 2 Level 3 Private Warrants $ — $ — $ 12,180 Total $ — $ — $ 12,180 The following presents the Company’s fair value hierarchy for the 406,000 Private Warrants issued which are classified as liabilities measured at fair value as of the December 31, 2022: Level 1 Level 2 Level 3 Private Warrants $ — $ — $ 12,180 Total $ — $ — $ 12,180 The following table summarizes key inputs and the models used in the valuation of the Company’s Private Warrants as of September 30, 2023: Schedule of private warrants Private Warrants Valuation Method Utilized Modified Black Scholes Stock Price $ 10.66 Exercise Price $ 11.50 Expected Term 1.12 Volatility 2.52 % Risk-free rate 4.60 % The following table summarizes key inputs and the models used in the valuation of the Company’s Private Warrants as of December 31, 2022: Private Warrants Valuation Method Utilized Modified Black Scholes Stock Price $ 10.17 Exercise Price $ 11.50 Expected Term 2.7 Volatility 1.3 % Risk-free rate 3.99 % The following table presents the changes in Level 3 liability for the three and nine months ended September 30, 2023: Schedule of fair value of warrant liability Level 3 Fair value of Private Warrants at December 31, 2022 $ 12,180 Change in fair value of Private Warrants — Fair value of Private Warrants at March 31, 2023 $ 12,180 Change in fair value of Private Warrants 4,060 Fair value of Private Warrants at June 30, 2023 $ 16,240 Change in fair value of Private Warrants (4,060 ) Fair value of Private Warrants at September 30, 2023 $ 12,180 The following table presents the changes in Level 3 liabilities for the three and nine months ended September 30, 2022: Fair value of Private Warrants at December 31, 2021 $ 194,880 Change in fair value of Private Warrants (93,380 ) Fair value of Private Warrants at March 31, 2022 $ 101,500 Change in fair value of Private Warrants (64,960 ) Fair value of Private Warrants at June 30, 2022 $ 36,540 Change in fair value of Private Warrants (20,300 ) Fair value of Private Warrants at September 30, 2022 $ 16,240 |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 10— Subsequent Events The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date of the filing of this report. The Company did not identify any subsequent events, other than noted below, that would have required adjustment or disclosure in these unaudited condensed financial statements. On October 17, 2023, the Board, at the request of the Sponsor, determined to implement a eighth Extension and to extend the Deadline Date for an additional month to November 14, 2023. The Company has deposited $ 75,000 On October 26, 2023, the Company filed preliminary form 14A (“Proxy statement”) with the Security and Exchange Committee (“SEC”), pursuing among other topics shareholder’s approval for its business combination. Said Proxy Statement is subject to SEC comment letter which was not received by the Company yet. On November 14, 2023, the Board, at the request of the Sponsor, determined to implement a ninth Extension and to extend the Deadline Date for an additional month to December 14, 2023. The Company has deposited $ 75,000 In October and November 2023, the Company borrowed $ 128,000 |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying financial statements of the Company are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America for interim financial information (“US GAAP”) and pursuant to Rule 8-03 of Regulation S-X promulgated by the U.S. Securities and Exchange Commission (“SEC”). Accordingly, they do not include all of the information and footnotes required by US GAAP. In the opinion of management, the unaudited condensed financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the period presented. Operating results for the three and nine months ended September 30, 2023 are not necessarily indicative of the results that may be expected through December 31, 2023. Certain information and footnote disclosures normally included in the annual financial statements prepared in accordance with U.S. GAAP have been condensed or omitted. These unaudited condensed financial statements should be read in conjunction with the Company’s audited financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the period through December 31, 2022 filed with the SEC on April 11, 2023. The balance sheet as of September 30, 2023 contained herein has been derived from the audited financial statements as of December 31, 2022, but does not include all disclosures required by U.S. GAAP. |
Emerging Growth Company Status | Emerging Growth Company Status 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 our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. |
Use of Estimates | Use of Estimates The preparation of these unaudited condensed financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed financial statements and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgement. 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. Significant estimates include assumptions made in the valuation of our Private Placement Warrants. Accordingly, the actual results could differ from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did no |
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 |
Offering Costs related to the Initial Public Offering | Offering Costs related to the Initial Public Offering The Company complies with the requirements of ASC Subtopic 340-10-S99-1, “Expenses of Offering.” Offering costs consist of legal, accounting, underwriting fees and other costs incurred that were directly related to the IPO. Upon consummation of the IPO, offering costs were allocated to the separable financial instruments issued in the IPO on a relative fair value basis compared to total proceeds received. Offering costs associated with the Private Warrant liability were expensed as incurred and presented as non-operating expenses in the statement of operations. Offering costs associated with the shares of common stock were charged to temporary equity (common stock subject to possible redemption) upon the completion of the IPO. |
Anchor Investors and Other Investors | Anchor Investors and Other Investors The Company complies with SAB Topic 5A to account for the valuation of the Founder Shares acquired by the Anchor Investors and Other Investors. The Founder Shares acquired by the Anchor Investors and Other Investors represent a capital contribution for the benefit of the Company and are recorded as offering costs and reflected as a reduction in the proceeds from the offering and offering expenses in accordance with ASC 470 and Staff Accounting Bulletin Topic 5A. As such, upon sale of the Founder Shares to the Anchor Investors and the granting of the Founder Shares to the Other Investors the valuation of these shares was recognized as a deferred offering cost and charged to temporary equity and the statement of operations based on the relative fair value basis. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of the Company’s cash and current liabilities approximates the carrying amounts represented in the accompanying balance sheets, due to their short-term nature. Fair value is defined as the price which would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. A three-tier fair value hierarchy which prioritizes the inputs used in the valuation methodologies is as follows: Level 1 Inputs - Unadjusted quoted prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. Level 2 Inputs - Inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. These might include quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability (such as interest rates, volatilities, prepayment speeds, credit risks, etc.) or inputs that are derived principally from or corroborated by market data by correlation or other means. Level 3 Inputs - Unobservable inputs for determining the fair values of assets or liabilities that reflect an entity’s own assumptions about the assumptions that market participants would use in pricing the assets or liabilities. |
Fair Value of Trust Account | Fair Value of Trust Account As of September 30, 2023 and December 31, 2022, the assets in the Trust Account were held in a demand deposit account at a bank and money market fund with a broker, respectively. These financial assets were accounted for at fair value on a recurring basis within Level 1 of the fair value hierarchy. |
Fair Value of Warrant Liability | Fair Value of Warrant Liability The Company accounted for the 7,306,000 |
Fair Value of Shares and Private Placement Units acquired by Instant Fame | Fair Value of Shares and Private Placement Units acquired by Instant Fame On October 20, 2022, pursuant to a Securities Purchase Agreement between IF and the Sellers, management of the Company determined the fair value of the shares and private placement units acquired to be $ 1,453,900 1,253,900 |
Common Stock Subject to Redemption | Common Stock Subject to Redemption The Company accounts for its common stock subject to possible redemption in accordance with the guidance in ASC Topic 480, “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption (if any) are classified as a liability instrument and measured at fair value. Conditionally redeemable common stock (including common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity and subsequently measured at redemption value. At all other times, shares of common stock are classified as stockholders’ equity. The Company’s shares of common stock sold as part of the IPO feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, shares of common stock subject to possible redemption are presented at their net carrying value and classified as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet. The initial carrying value of the common stock subject to redemption is recorded at an amount equal to the proceeds of the public offering ($69,000,000) less (i) the fair value of the public warrants ($5,796,000) and less (ii) offering costs allocable to the common stock sold as part of the units in the public offering ($8,712,864). In accordance with the alternative methods described in ASC Subtopic 480-10-S99-3A(15), “Classification and Measurement of Redeemable Securities.” The Company has made an accounting policy election to accrete changes in the difference between the initial carrying amount and the redemption amount ($10.10 per share) over the period form the IPO date to the expected redemption date. For purposes of accretion, the Company has estimated that it will take 15 months for a Business Combination to occur and accordingly will accrete the carrying amount to the redemption value using the effective interest method over that period. Such changes are reflected in additional paid in capital, or in the absence of additional paid-in capital, in accumulated deficit. In December 2022, the Company changed the methodology on a go-forward basis to recognize 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 (to the extent available) and accumulated deficit. The Company recorded an increase in the redemption value because of earnings on the Trust Account and additional deposits that exceed amounts payable for taxes. While the Company may use earnings on the Trust Account to pay its tax obligations, during the three and nine months ended September 30, 2023, $ 0 357,010 49,010 In March 2023 in connection with the Special Meeting, stockholders holding a total of 3,960,387 41,077,199 10.37201 5,463,613 On September 30, 2023 and December 31, 2022, the common stock reflected in the balance sheet is reconciled in the following table: Schedule of common stock reflected on the balance sheet Common stock subject to possible redemption on December 31, 2022 $ 70,973,384 Less: Redemptions from Trust Account (41,077,199 ) Plus: Remeasurement of shares subject to redemption 497,072 Common stock subject to possible redemption on March 31, 2023 $ 30,393,257 Plus: Remeasurement of shares subject to redemption 445,274 Common stock subject to possible redemption on June 30, 2023 $ 30,838,531 Plus: Remeasurement of shares subject to redemption 431,601 Common stock subject to possible redemption on September 30, 2023 $ 31,270,132 |
Net Loss Per Share | Net Loss Per Share Basic net loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period. For purposes of calculating diluted loss per common stock, the denominator includes both the weighted-average number of shares of common stock outstanding during the period and the number of common stock equivalents if the inclusion of such common stock equivalents is dilutive. Dilutive common stock equivalents potentially include shares and warrants using the treasury stock method. As of September 30, 2023 and December 31, 2022, 7,306,000 |
Reconciliation of Loss per Share of Common Stock | Reconciliation of Loss per Share of Common Stock Basic and diluted loss per share for common stock is calculated as follows: Schedule of reconciliation of loss per share of common stock Three months ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Loss per share of common stock: Net (Loss) Income $ (101,152 ) $ 65,942 $ (151,848 ) $ (170,124 ) Weighted Average Shares of common stock 5,463,613 9,424,000 6,435,576 9,424,000 Basic and diluted (loss) income per share $ (0.02 ) $ 0.01 $ (0.02 ) $ (0.02 ) |
Income Taxes | Income Taxes The Company accounts for income taxes under ASC 740, “Income Taxes.” ASC 740, Income Taxes, requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the unaudited condensed financial statements and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. As of September 30, 2023 and December 31, 2022, the Company’s deferred tax asset had a full valuation allowance recorded against it. The Company’s effective tax rate was (423.97) (48.96) 177.37 (59.20) 21 ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no no The Company has identified the United States and the State of California as its only “major” tax jurisdiction. The Company is subject to income taxation by major taxing authorities since inception. These examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements 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. |
Stock Based Compensation | Stock Based Compensation The Company complies with ASC 718 Compensation — Stock Compensation regarding Founder Shares granted to directors and an officer of the Company. The acquired shares shall vest upon the Company consummating an initial Business Combination (the “Vesting Date”). The Founder Shares owned by the directors or officer (1) may not be sold or transferred, until one year after the consummation of a Business Combination, (2) not be entitled to redemption from the funds held in the Trust Account, or any liquidating distributions. The Company has until December 14, 2023 (as extended) to consummate a Business Combination, and if a Business Combination is not consummated, the Company will liquidate and the shares will become worthless. The Founder Shares were issued on September 8, 2021, and the Founder Shares vest, not upon a fixed date, but upon consummation of an initial Business Combination. Since the approach in ASC 718 is to determine the fair value without regard to the vesting date, the Company has determined the valuation of the Founder Shares as of September 8, 2021. The valuation resulted in a fair value of $ 7.48 972,400 130,000 972,400 |
Significant Accounting Polici_3
Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
Schedule of common stock reflected on the balance sheet | Schedule of common stock reflected on the balance sheet Common stock subject to possible redemption on December 31, 2022 $ 70,973,384 Less: Redemptions from Trust Account (41,077,199 ) Plus: Remeasurement of shares subject to redemption 497,072 Common stock subject to possible redemption on March 31, 2023 $ 30,393,257 Plus: Remeasurement of shares subject to redemption 445,274 Common stock subject to possible redemption on June 30, 2023 $ 30,838,531 Plus: Remeasurement of shares subject to redemption 431,601 Common stock subject to possible redemption on September 30, 2023 $ 31,270,132 |
Schedule of reconciliation of loss per share of common stock | Schedule of reconciliation of loss per share of common stock Three months ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Loss per share of common stock: Net (Loss) Income $ (101,152 ) $ 65,942 $ (151,848 ) $ (170,124 ) Weighted Average Shares of common stock 5,463,613 9,424,000 6,435,576 9,424,000 Basic and diluted (loss) income per share $ (0.02 ) $ 0.01 $ (0.02 ) $ (0.02 ) |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Related Party Transactions [Abstract] | |
Schedule of related party transactions | Schedule of related party transactions September 30, 2023 December 31, 2022 Borrowings from Suresh Yezhuvath $ 23,960 $ 23,960 Expenses paid by Subash Menon 3,557 3,557 Repurchase 700,000 7,000 7,000 Administrative Support Agreement 123,333 78,333 Securities Purchase Agreement 200,000 200,000 Promissory Notes with Instant Fame 840,000 690,000 $ 1,197,850 $ 1,002,850 |
Warrant Liability (Tables)
Warrant Liability (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Guarantees and Product Warranties [Abstract] | |
Schedule of changes in fair value of liabilities | Schedule of changes in fair value of liabilities Level 1 Level 2 Level 3 Private Warrants $ — $ — $ 12,180 Total $ — $ — $ 12,180 The following presents the Company’s fair value hierarchy for the 406,000 Private Warrants issued which are classified as liabilities measured at fair value as of the December 31, 2022: Level 1 Level 2 Level 3 Private Warrants $ — $ — $ 12,180 Total $ — $ — $ 12,180 |
Schedule of private warrants | Schedule of private warrants Private Warrants Valuation Method Utilized Modified Black Scholes Stock Price $ 10.66 Exercise Price $ 11.50 Expected Term 1.12 Volatility 2.52 % Risk-free rate 4.60 % The following table summarizes key inputs and the models used in the valuation of the Company’s Private Warrants as of December 31, 2022: Private Warrants Valuation Method Utilized Modified Black Scholes Stock Price $ 10.17 Exercise Price $ 11.50 Expected Term 2.7 Volatility 1.3 % Risk-free rate 3.99 % |
Schedule of fair value of warrant liability | Schedule of fair value of warrant liability Level 3 Fair value of Private Warrants at December 31, 2022 $ 12,180 Change in fair value of Private Warrants — Fair value of Private Warrants at March 31, 2023 $ 12,180 Change in fair value of Private Warrants 4,060 Fair value of Private Warrants at June 30, 2023 $ 16,240 Change in fair value of Private Warrants (4,060 ) Fair value of Private Warrants at September 30, 2023 $ 12,180 The following table presents the changes in Level 3 liabilities for the three and nine months ended September 30, 2022: Fair value of Private Warrants at December 31, 2021 $ 194,880 Change in fair value of Private Warrants (93,380 ) Fair value of Private Warrants at March 31, 2022 $ 101,500 Change in fair value of Private Warrants (64,960 ) Fair value of Private Warrants at June 30, 2022 $ 36,540 Change in fair value of Private Warrants (20,300 ) Fair value of Private Warrants at September 30, 2022 $ 16,240 |
Organization and Business Ope_2
Organization and Business Operations (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||||||||||||||
Aug. 08, 2023 | May 19, 2023 | May 10, 2023 | Mar. 08, 2023 | Dec. 13, 2022 | Oct. 20, 2022 | Nov. 30, 2023 | Oct. 31, 2023 | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Aug. 31, 2023 | Jul. 31, 2023 | Jun. 23, 2023 | Apr. 06, 2023 | Dec. 31, 2022 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||||||
Post redemption including accrued interest | $ 30,744,828 | ||||||||||||||||
Payment on agreement with EVIE | $ 30,000 | ||||||||||||||||
Deposit amount | $ 225,000 | $ 225,000 | $ 225,000 | $ 225,000 | |||||||||||||
Cash | 39,589 | 39,589 | $ 19,257 | ||||||||||||||
Working captial deficit | 3,577,906 | 3,577,906 | |||||||||||||||
Tokenize [Member] | |||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||||||
Purchase Price | $ 30,000,000 | ||||||||||||||||
Discount rate | 5% | ||||||||||||||||
Trading days | 20 days | ||||||||||||||||
Conversion price | $ 1 | ||||||||||||||||
Subsequent Event [Member] | |||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||||||
Deposit amount | $ 75,000 | $ 75,000 | |||||||||||||||
Aggregate value | $ 150,000 | $ 150,000 | |||||||||||||||
Business Combination Agreement [Member] | |||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||||||
Share price | $ 0.01 | ||||||||||||||||
Purchase price percentage | 5% | ||||||||||||||||
Consideration paid | $ 850,000,000 | ||||||||||||||||
Business combination consideration to be paid | $ 42,500,000 | ||||||||||||||||
Patent Purchase Agreement [Member] | G B T [Member] | |||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||||||
Ownership percentage | 50% | ||||||||||||||||
Mr Davis [Member] | |||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||||||
Payment of annual salary | $ 240,000 | ||||||||||||||||
Subash Menon [Member] | |||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||||||
Payment on closing of business combination | $ 200,000 | ||||||||||||||||
Deposit Trust Account [Member] | |||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||||||
Deposits into trust account | $ 75,000 | ||||||||||||||||
Business acquisition share price | $ 0.07 | ||||||||||||||||
Unsecured Promissory Note [Member] | |||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||||||
Principal amount | $ 690,000 | ||||||||||||||||
Evie Group Signing [Member] | |||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||||||
Payment on agreement with EVIE | 70,000 | ||||||||||||||||
Remaining contingent liability | $ 500,000 | ||||||||||||||||
Common Stock [Member] | |||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||||||
Number of shares exercised, shares | 3,960,387 | ||||||||||||||||
Number of shares exercised, value | $ 41,077,199 | ||||||||||||||||
Share price | $ 10.37201 | ||||||||||||||||
Shares outstanding | 5,463,613 | ||||||||||||||||
Due to related parties current | 28,750 | 28,750 | |||||||||||||||
Series A Preferred Stock [Member] | Tokenize [Member] | |||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||||||
Payment for fees | $ 42,500,000 | ||||||||||||||||
Preferred stock stated value | $ 1,000 | ||||||||||||||||
Beneficial ownership percentage | 4.99% | ||||||||||||||||
Deposit Account [Member] | |||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||||||
Deposited in trust account | 225,000 | $ 0 | 525,000 | $ 0 | |||||||||||||
Bannix Management L L P [Member] | |||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||||||
Number of shares acquired | 385,000 | ||||||||||||||||
Trust Account [Member] | Deposit Account [Member] | |||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||||||
Deposited in trust account | $ 525,000 | 150,000 | |||||||||||||||
Sponsors New Sponsors And Related Party [Member] | |||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||||||
Due to related parties current | $ 1,197,850 | $ 1,197,850 |
Significant Accounting Polici_4
Significant Accounting Policies (Details) - USD ($) | 3 Months Ended | ||
Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | |
Accounting Policies [Abstract] | |||
Common stock subject to possible redemption, Beginning balance | $ 30,838,531 | $ 30,393,257 | $ 70,973,384 |
Redemptions from Trust Account | (41,077,199) | ||
Remeasurement of shares subject to redemption | 431,601 | 445,274 | 497,072 |
Common stock subject to possible redemption, Ending balance | $ 31,270,132 | $ 30,838,531 | $ 30,393,257 |
Significant Accounting Polici_5
Significant Accounting Policies (Details 1) - USD ($) | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Loss per share of common stock: | ||||||||
Net (Loss) Income | $ (101,152) | $ (239,409) | $ 188,713 | $ 65,942 | $ (146,322) | $ (89,744) | $ (151,848) | $ (170,124) |
Weighted average shares of common stock, basic | 5,463,613 | 9,424,000 | 6,435,576 | 9,424,000 | ||||
Weighted average shares of common stock, diluted | 5,463,613 | 9,424,000 | 6,435,576 | 9,424,000 | ||||
Basic (loss) income per share | $ (0.02) | $ 0.01 | $ (0.02) | $ (0.02) | ||||
Diluted (loss) income per share | $ (0.02) | $ 0.01 | $ (0.02) | $ (0.02) |
Significant Accounting Polici_6
Significant Accounting Policies (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | ||||||
Mar. 08, 2023 | Oct. 20, 2022 | Sep. 08, 2021 | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Defined Benefit Plan Disclosure [Line Items] | ||||||||
Cash equivalents | $ 0 | $ 0 | $ 0 | |||||
Federal depository insurance | $ 250,000 | $ 250,000 | ||||||
Warrants issued | 7,306,000 | 7,306,000 | 7,306,000 | |||||
Private placement units acquired | $ 1,453,900 | |||||||
Component of stockholders equity | $ 1,253,900 | |||||||
Withdrawn amount | $ 49,010 | $ 49,010 | ||||||
Effective tax rate, percentage | (423.97%) | (48.96%) | 177.37% | (59.20%) | ||||
Statutory tax rate, percentage | 21% | 21% | 21% | 21% | ||||
Unrecognized tax benefits | $ 0 | $ 0 | $ 0 | |||||
Accrued interest and penalties | 0 | 0 | $ 0 | |||||
Founder shares | 130,000 | |||||||
Share-based compensation expense | 972,400 | |||||||
Founder Shares [Member] | ||||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||||
Share price | $ 7.48 | |||||||
Aggregate value | $ 972,400 | |||||||
Common Stock [Member] | ||||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||||
Number of shares exercised, shares | 3,960,387 | |||||||
Number of shares exercised, value | $ 41,077,199 | |||||||
Share price | $ 10.37201 | |||||||
Shares outstanding | 5,463,613 | |||||||
Trust Account [Member] | ||||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||||
Withdrawn amount | $ 0 | $ 357,010 |
Initial Public Offering (Detail
Initial Public Offering (Details Narrative) - USD ($) | Mar. 08, 2023 | Sep. 14, 2021 |
Common Stock [Member] | ||
Subsidiary, Sale of Stock [Line Items] | ||
Number of shares exercised, shares | 3,960,387 | |
Shares outstanding | 5,463,613 | |
IPO [Member] | ||
Subsidiary, Sale of Stock [Line Items] | ||
Sale of stock | 6,900,000 | |
Proceeds from initial public offering | $ 69,000,000 | |
Sale of stock price per share | $ 10 |
Private Placement (Details Narr
Private Placement (Details Narrative) - USD ($) | 9 Months Ended | |
Oct. 20, 2022 | Sep. 30, 2023 | |
Subsidiary, Sale of Stock [Line Items] | ||
Cash Proceeds | $ 2,460,000 | |
Private placement units acquired | $ 1,453,900 | |
Component of stockholders equity | $ 1,253,900 | |
Private Placement [Member] | ||
Subsidiary, Sale of Stock [Line Items] | ||
Sale of stock units | 181,000 |
Promissory Note to Evie Auton_2
Promissory Note to Evie Autonomous LTD and Evie Autonomous Group Ltd. (Details Narrative) - USD ($) | Sep. 18, 2023 | Sep. 30, 2023 | Aug. 04, 2023 | Jun. 14, 2023 | May 12, 2023 | Apr. 19, 2023 | Dec. 31, 2022 | Aug. 08, 2022 |
Evie Autonomous And Evie Group [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Proceeds from promissory notes evie | $ 726,015 | $ 0 | ||||||
E V I E Autonomous Extension Note [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Principal amount | $ 436,040 | $ 436,040 | $ 436,040 | |||||
Notes [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Principal amount | $ 189,975 | $ 189,975 | ||||||
September Note [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Principal amount | $ 100,000 | |||||||
Business combination consideration amount | $ 100,000 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | 9 Months Ended | |
Sep. 30, 2023 | Dec. 31, 2022 | |
Related Party Transaction [Line Items] | ||
Due to related party | $ 1,197,850 | $ 1,002,850 |
Stock repurchased | 700,000 | |
Borrowings From Suresh Yezhuvath [Member] | ||
Related Party Transaction [Line Items] | ||
Due to related party | $ 23,960 | 23,960 |
Expenses Paid By Subash Menon [Member] | ||
Related Party Transaction [Line Items] | ||
Due to related party | 3,557 | 3,557 |
Repurchase Shares Of Common Stock From Bannix Management L L P [Member] | ||
Related Party Transaction [Line Items] | ||
Due to related party | 7,000 | 7,000 |
Administrative Support Agreement [Member] | ||
Related Party Transaction [Line Items] | ||
Due to related party | 123,333 | 78,333 |
Securities Purchase Agreement [Member] | ||
Related Party Transaction [Line Items] | ||
Due to related party | 200,000 | 200,000 |
Promissory Notes With Instant Fame [Member] | ||
Related Party Transaction [Line Items] | ||
Due to related party | $ 840,000 | $ 690,000 |
Related Party Transactions (D_2
Related Party Transactions (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||||||||||
Oct. 20, 2022 | Apr. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2021 | Mar. 31, 2021 | Feb. 28, 2021 | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 13, 2022 | Jun. 10, 2021 | |
Related Party Transaction [Line Items] | |||||||||||||
Number of shares acquired | 700,000 | ||||||||||||
Treasury stock, shares | 1,437,500 | 1,437,500 | 1,437,500 | ||||||||||
Working capital loans | $ 0 | $ 0 | $ 0 | ||||||||||
Due to related party current | 1,197,850 | 1,197,850 | 1,002,850 | ||||||||||
Promissory notes outstanding | 840,000 | 840,000 | $ 690,000 | ||||||||||
Administrative fees expense | $ 15,000 | $ 45,000 | $ 15,000 | $ 45,000 | |||||||||
Unsecured Promissory Note [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Principal amount | $ 690,000 | ||||||||||||
Issued additional unsecured promissory notes | $ 75,000 | $ 75,000 | |||||||||||
Founder Shares [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Number of shares acquired | 1,437,500 | ||||||||||||
Number of shares repurchased, value | $ 14,375 | ||||||||||||
Founder shares issued | $ 287,500 | ||||||||||||
Founder shares outstanding | $ 1,725,000 | ||||||||||||
Number of non redeemable shares outstanding | 3,961,500 | 3,961,500 | 3,961,500 | ||||||||||
Founder Shares [Member] | SPA [Member] | Bannix Management L L P [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Number of shares acquired | 385,000 | ||||||||||||
Founder Shares [Member] | Suresh Yezhuvath [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Aggregate shares issued | 16,668 | ||||||||||||
Founder Shares [Member] | Suresh Yezhuvath [Member] | SPA [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Number of shares acquired | 90,000 | ||||||||||||
Founder Shares [Member] | Balaji Venugopal Bhat [Member] | SPA [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Number of shares acquired | 90,000 | ||||||||||||
Founder Shares [Member] | Nicholos Hellyer [Member] | SPA [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Number of shares acquired | 90,000 | ||||||||||||
Founder Shares [Member] | Subbanarasimhaiah Arun [Member] | SPA [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Number of shares acquired | 90,000 | ||||||||||||
Founder Shares [Member] | Vishant Vora [Member] | SPA [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Number of shares acquired | 90,000 | ||||||||||||
Founder Shares [Member] | Common Stock [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Aggregate shares issued | 2,875,000 | ||||||||||||
Number of shares subscribed, value | $ 28,750 | ||||||||||||
Share price | $ 0.01 |
Commitments (Details Narrative)
Commitments (Details Narrative) - USD ($) | 1 Months Ended | 9 Months Ended | |||
Sep. 14, 2021 | Sep. 09, 2021 | Mar. 31, 2021 | Sep. 30, 2023 | Dec. 31, 2022 | |
Defined Benefit Plan Disclosure [Line Items] | |||||
Deferred underwriting discount | $ 225,000 | $ 225,000 | |||
Excise tax liability in amount | $ 410,772 | ||||
Number of shares purchase | 700,000 | ||||
Anchor Investors [Member] | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Share price | $ 7.48 | ||||
Number of shares purchase | $ 3,244,453 | ||||
Private Placement [Member] | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Number of shares purchase | 181,000 | 762,500 | |||
Common Stock [Member] | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Number of shares exercised to redeem, shares | 3,960,387 | ||||
Number of shares exercised to redeem, value | $ 41,077,199 | ||||
Excise tax liability in amount | 410,772 | ||||
Representative [Member] | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Prepaid expenses | $ 3,930 | $ 3,930 | |||
Suresh Yezhuvath [Member] | Founder Shares [Member] | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Number of shares issued | 16,668 | ||||
Share price | $ 0.65 | ||||
Number of shares issued, value | $ 10,834 |
Stockholders_ (Deficit) Equity
Stockholders’ (Deficit) Equity (Details Narrative) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, par value | $ 0.01 | $ 0.01 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares issued | 6,901,113 | 10,861,500 |
Common stock, shares outstanding | 2,524,000 | 2,524,000 |
Temporary equity, shares authorized | 2,939,613 | 6,900,000 |
Due To Related Parties [Member] | Yezhuvath [Member] | ||
Due to related party | $ 7,735 | $ 7,735 |
Due To Related Parties [Member] | Bannix Management L L P [Member] | ||
Due to related party | $ 7,000 | $ 7,000 |
Warrant Liability (Details)
Warrant Liability (Details) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Fair Value, Inputs, Level 1 [Member] | ||
Platform Operator, Crypto-Asset [Line Items] | ||
Assets fair value disclosure | ||
Fair Value, Inputs, Level 1 [Member] | Private Warrants [Member] | ||
Platform Operator, Crypto-Asset [Line Items] | ||
Assets fair value disclosure | ||
Fair Value, Inputs, Level 2 [Member] | ||
Platform Operator, Crypto-Asset [Line Items] | ||
Assets fair value disclosure | ||
Fair Value, Inputs, Level 2 [Member] | Private Warrants [Member] | ||
Platform Operator, Crypto-Asset [Line Items] | ||
Assets fair value disclosure | ||
Fair Value, Inputs, Level 3 [Member] | ||
Platform Operator, Crypto-Asset [Line Items] | ||
Assets fair value disclosure | 12,180 | 12,180 |
Fair Value, Inputs, Level 3 [Member] | Private Warrants [Member] | ||
Platform Operator, Crypto-Asset [Line Items] | ||
Assets fair value disclosure | $ 12,180 | $ 12,180 |
Warrant Liability (Details 1)
Warrant Liability (Details 1) - Private Warrants [Member] | Sep. 30, 2023 $ / shares Years | Dec. 31, 2022 $ / shares Years |
Measurement Input, Share Price [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants rights outstanding measurement input | 10.66 | 10.17 |
Measurement Input, Exercise Price [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants rights outstanding measurement input | 11.50 | 11.50 |
Measurement Input, Expected Term [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants rights outstanding measurement input | Years | 1.12 | 2.7 |
Measurement Input, Price Volatility [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants rights outstanding measurement input | 2.52 | 1.3 |
Measurement Input, Risk Free Interest Rate [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants rights outstanding measurement input | 4.60 | 3.99 |
Warrant Liability (Details 2)
Warrant Liability (Details 2) - Fair Value, Inputs, Level 3 [Member] - USD ($) | 3 Months Ended | |||||
Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | |
Platform Operator, Crypto-Asset [Line Items] | ||||||
Fair value at beginning balance | $ 16,240 | $ 12,180 | $ 12,180 | $ 36,540 | $ 101,500 | $ 194,880 |
Change in fair value of Private Warrants | (4,060) | 4,060 | (20,300) | (64,960) | (93,380) | |
Fair value at ending balance | $ 12,180 | $ 16,240 | $ 12,180 | $ 16,240 | $ 36,540 | $ 101,500 |
Warrant Liability (Details Narr
Warrant Liability (Details Narrative) - $ / shares | Sep. 30, 2023 | Dec. 31, 2022 | Sep. 14, 2021 |
Subsidiary, Sale of Stock [Line Items] | |||
Warrants issued | 7,306,000 | 7,306,000 | |
Business combination price | $ 9.20 | ||
Redemption price | 18 | ||
Warrant price per share | 0.01 | ||
Warrant [Member] | |||
Subsidiary, Sale of Stock [Line Items] | |||
Share price | 9.20 | ||
Sale of stock price | 18 | ||
Common Stock [Member] | Warrant [Member] | |||
Subsidiary, Sale of Stock [Line Items] | |||
Share price | $ 11.50 | ||
IPO [Member] | |||
Subsidiary, Sale of Stock [Line Items] | |||
Warrants issued | 7,306,000 | ||
Sale of stock price | $ 10 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - Evie Autonomous Ltd [Member] - Subsequent Event [Member] - USD ($) | 1 Months Ended | |||
Nov. 14, 2023 | Oct. 17, 2023 | Nov. 30, 2023 | Oct. 31, 2023 | |
Subsequent Event [Line Items] | ||||
Deposited in trust account | $ 75,000 | $ 75,000 | ||
Borrowing amount | $ 128,000 | $ 128,000 |