Cover
Cover | 9 Months Ended |
Sep. 30, 2023 | |
Cover [Abstract] | |
Document Type | S-4/A |
Amendment Flag | true |
Amendment Description | AMENDMENT NO. 4 |
Entity Registrant Name | OCEANTECH ACQUISITIONS I CORP. |
Entity Central Index Key | 0001846809 |
Entity Tax Identification Number | 85-2122558 |
Entity Incorporation, State or Country Code | DE |
Entity Address, Address Line One | 515 Madison Avenue |
Entity Address, Address Line Two | Suite 8133 |
Entity Address, City or Town | New York |
Entity Address, State or Province | NY |
Entity Address, Postal Zip Code | 10022 |
City Area Code | 929 |
Local Phone Number | 412-1272 |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | true |
Elected Not To Use the Extended Transition Period | false |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
ASSETS: | |||
Cash | $ 74,916 | $ 35,806 | $ 322,128 |
Prepaid expense | 78,220 | 179 | 233,209 |
Total current assets | 153,136 | 35,985 | 555,337 |
Investments held in Trust Account | 9,167,017 | 19,429,439 | 104,295,948 |
TOTAL ASSETS | 9,320,153 | 19,465,424 | 104,851,285 |
LIABILITIES, TEMPORARY EQUITY AND STOCKHOLDERS’ DEFICIT: | |||
Accounts payable and accrued expenses | 2,968,535 | 1,614,363 | 308,796 |
Payable to Trust Account | 90,298 | ||
Income tax payable | 81,823 | ||
Excise tax payable | 112,338 | ||
Promissory notes | 927,957 | ||
Due to related parties | 397,667 | 307,667 | 62,667 |
Total current liabilities | 5,026,657 | 2,245,069 | 534,502 |
Other long-term liabilities | 2,000,000 | 2,000,000 | 2,000,000 |
Deferred underwriting commissions | 3,614,100 | 3,614,100 | 3,614,100 |
Warrant liabilities | 496,310 | 661,747 | 7,098,366 |
Total Liabilities | 11,137,067 | 8,520,916 | 13,246,968 |
Redeemable Common Stock | |||
Class A common stock subject to possible redemption | 9,167,017 | 19,419,552 | |
Stockholders’ Deficit: | |||
Preferred shares, $0.0001 par value; 1,000,000 shares authorized; no shares issued and outstanding | |||
Additional paid-in capital | 1,732,737 | 2,248,291 | |
Accumulated deficit | (12,716,937) | (10,723,604) | (12,688,552) |
Total Stockholders’ Deficit | (10,983,931) | (8,475,044) | (12,688,283) |
TOTAL LIABILITIES, TEMPORARY EQUITY AND STOCKHOLDERS’ DEFICIT | 9,320,153 | 19,465,424 | 104,851,285 |
Promissory note – related party | 323,039 | 163,039 | |
Common Class A Subject to Redemption [Member] | |||
Redeemable Common Stock | |||
Class A common stock subject to possible redemption | 9,167,017 | 19,419,552 | 104,292,600 |
Common Class A Not Subject to Redemption [Member] | |||
Stockholders’ Deficit: | |||
Common stock, value | 269 | 10 | 10 |
Common Class B [Member] | |||
Stockholders’ Deficit: | |||
Common stock, value | 259 | 259 | |
Total Stockholders’ Deficit | $ 259 | $ 259 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) - $ / shares | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Class A common stock subject to possible redemption | 812,715 | 1,848,503 | 1,848,503 |
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | 0 | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 | 0 |
Common Class A Subject to Redemption [Member] | |||
Class A common stock subject to possible redemption | 812,715 | 1,848,503 | 10,326,000 |
Common Class A [Member] | |||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 | 100,000,000 |
Common Class A Not Subject to Redemption [Member] | |||
Common stock, shares issued | 2,684,760 | 103,260 | 103,260 |
Common stock, shares outstanding | 2,684,760 | 103,260 | 103,260 |
Common Class B [Member] | |||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 10,000,000 | 10,000,000 | 10,000,000 |
Common stock, shares issued | 0 | 2,581,500 | 2,581,500 |
Common stock, shares outstanding | 0 | 2,581,500 | 2,581,500 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) - USD ($) | 3 Months Ended | 9 Months Ended | 11 Months Ended | 12 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | |
General and administrative expenses | $ 616,315 | $ 658,976 | $ 2,089,023 | $ 1,412,604 | $ 2,805,647 | $ 2,355,895 |
Loss from operations | (616,315) | (658,976) | (2,089,023) | (1,412,604) | (2,805,647) | (2,355,895) |
Other income | ||||||
Interest on investments in trust | 116,580 | 354,619 | 516,603 | 433,795 | 3,348 | 1,251,889 |
Interest expense | (26,253) | (39,857) | ||||
Finance transaction costs | (464,670) | |||||
Offering costs allocated to warrants | (3,600,000) | (690,542) | (3,600,000) | |||
Change in fair value of warrant liabilities | 165,437 | 308,445 | 165,437 | 5,798,246 | 6,359,058 | 6,668,954 |
Total other income | 255,764 | 663,064 | 177,513 | 2,632,041 | 5,671,864 | 4,320,843 |
(Loss) Income before taxes | (360,551) | 4,088 | (1,911,510) | 1,219,437 | ||
Provision for income taxes | (43,011) | (81,823) | ||||
Net (loss) income | (403,562) | 4,088 | (1,993,333) | 1,219,437 | 2,866,217 | 1,964,948 |
Offering costs allocated to warrants | (690,542) | (3,600,000) | ||||
Net income | $ (403,562) | $ 4,088 | $ (1,993,333) | $ 1,219,437 | $ 2,866,217 | $ 1,964,948 |
Common Class A Subject to Redemption [Member] | ||||||
Other income | ||||||
Weighted average number of shares outstanding, basic | 812,715 | 10,326,000 | 1,381,829 | 10,326,000 | 10,326,000 | 9,582,767 |
Weighted average number of shares outstanding, diluted | 812,715 | 10,326,000 | 1,381,829 | 10,326,000 | 10,326,000 | 9,582,767 |
Basic net income per common stock | $ (0.12) | $ 0 | $ (0.49) | $ 0.09 | $ 0.22 | $ 0.16 |
Diluted net income per common stock | $ (0.12) | $ 0 | $ (0.49) | $ 0.09 | $ 0.22 | $ 0.16 |
Common Share Not Subject Redemption [Member] | ||||||
Other income | ||||||
Weighted average number of shares outstanding, basic | 2,684,760 | 2,684,760 | 2,684,760 | 2,684,760 | ||
Weighted average number of shares outstanding, diluted | 2,684,760 | 2,684,760 | 2,684,760 | 2,684,760 | 2,613,724 | 2,684,760 |
Basic net income per common stock | $ (0.12) | $ 0 | $ (0.49) | $ 0.09 | $ 0.22 | $ 0.16 |
Diluted net income per common stock | $ (0.12) | $ 0 | $ (0.49) | $ 0.09 | $ 0.22 | $ 0.16 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT (UNAUDITED) - USD ($) | Common Class A [Member] | Common Class B [Member] | Additional Paid-in Capital [Member] | AOCI Attributable to Parent [Member] | Total |
Beginning balance, value at Feb. 02, 2021 | |||||
Balance at the beginning (in shares) at Feb. 02, 2021 | |||||
Accretion of Class A common stock subject to possible redemption | (1,459,881) | (15,554,769) | (17,014,650) | ||
Net income | 2,866,217 | 2,866,217 | |||
Proceeds in excess of fair value of private placements warrants | 401,517 | 401,517 | |||
Class B common stock issued to sponsor | $ 288 | 24,712 | 25,000 | ||
Class B common stock issued to sponsor (in shares) | 2,875,000 | ||||
Issuance of non-redeemable representative shares | $ 10 | 1,033,623 | 1,033,633 | ||
Issuance of non-redeemable representative shares (in shares) | 103,260 | ||||
Forfeiture of founder shares | $ (29) | 29 | |||
Forfeiture of founder shares (in shares) | (293,500) | ||||
Ending balance, value at Dec. 31, 2021 | $ 10 | $ 259 | (12,688,552) | (12,688,283) | |
Balance at the ending (in shares) at Dec. 31, 2021 | 103,260 | 2,581,500 | |||
Net income | 4,449,036 | 4,449,036 | |||
Ending balance, value at Mar. 31, 2022 | $ 10 | $ 259 | (8,239,516) | (8,239,247) | |
Balance at the ending (in shares) at Mar. 31, 2022 | 103,260 | 2,581,500 | |||
Beginning balance, value at Dec. 31, 2021 | $ 10 | $ 259 | (12,688,552) | (12,688,283) | |
Balance at the beginning (in shares) at Dec. 31, 2021 | 103,260 | 2,581,500 | |||
Net income | 1,219,437 | ||||
Ending balance, value at Sep. 30, 2022 | $ 10 | $ 259 | 3,367,665 | (11,574,340) | (8,206,406) |
Balance at the ending (in shares) at Sep. 30, 2022 | 103,260 | 2,581,500 | |||
Beginning balance, value at Dec. 31, 2021 | $ 10 | $ 259 | (12,688,552) | (12,688,283) | |
Balance at the beginning (in shares) at Dec. 31, 2021 | 103,260 | 2,581,500 | |||
Accretion of Class A common stock subject to possible redemption | (2,668,274) | (2,668,274) | |||
Net income | 1,964,948 | 1,964,948 | |||
Proceeds in excess of fair value of private placements warrants | 1,316,565 | 1,316,565 | |||
Fair value of Original Sponsor Shares transferred to extension investors | 3,600,000 | 3,600,000 | |||
Ending balance, value at Dec. 31, 2022 | $ 10 | $ 259 | 2,248,291 | (10,723,604) | (8,475,044) |
Balance at the ending (in shares) at Dec. 31, 2022 | 103,260 | 2,581,500 | |||
Beginning balance, value at Mar. 31, 2022 | $ 10 | $ 259 | (8,239,516) | (8,239,247) | |
Balance at the beginning (in shares) at Mar. 31, 2022 | 103,260 | 2,581,500 | |||
Net income | (3,233,687) | (3,233,687) | |||
Proceeds in excess of fair value of private placements warrants | 1,316,565 | 1,316,565 | |||
Fair value of Original Sponsor Shares transferred to extension investors | 3,600,000 | 3,600,000 | |||
Accretion of Class A common stock subject to possible redemption | (1,548,900) | (1,548,900) | |||
Ending balance, value at Jun. 30, 2022 | $ 10 | $ 259 | 3,367,665 | (11,473,203) | (8,105,269) |
Balance at the ending (in shares) at Jun. 30, 2022 | 103,260 | 2,581,500 | |||
Net income | 4,088 | 4,088 | |||
Accretion of Class A common stock subject to possible redemption | (105,225) | (105,225) | |||
Ending balance, value at Sep. 30, 2022 | $ 10 | $ 259 | 3,367,665 | (11,574,340) | (8,206,406) |
Balance at the ending (in shares) at Sep. 30, 2022 | 103,260 | 2,581,500 | |||
Beginning balance, value at Dec. 31, 2022 | $ 10 | $ 259 | 2,248,291 | (10,723,604) | (8,475,044) |
Balance at the beginning (in shares) at Dec. 31, 2022 | 103,260 | 2,581,500 | |||
Contribution related to financing costs attributed to Aspire Securities Purchase Agreement | 464,670 | 464,670 | |||
Accretion of Class A common stock subject to possible redemption | (532,405) | (532,405) | |||
Net income | (1,052,192) | (1,052,192) | |||
Ending balance, value at Mar. 31, 2023 | $ 10 | $ 259 | 2,180,556 | (11,775,796) | (9,594,971) |
Balance at the ending (in shares) at Mar. 31, 2023 | 103,260 | 2,581,500 | |||
Beginning balance, value at Dec. 31, 2022 | $ 10 | $ 259 | 2,248,291 | (10,723,604) | (8,475,044) |
Balance at the beginning (in shares) at Dec. 31, 2022 | 103,260 | 2,581,500 | |||
Net income | (1,993,333) | ||||
Recognition of excise liability on trust redemptions | 112,338 | ||||
Ending balance, value at Sep. 30, 2023 | $ 269 | 1,732,737 | (12,716,937) | (10,983,931) | |
Balance at the ending (in shares) at Sep. 30, 2023 | 2,684,760 | ||||
Beginning balance, value at Mar. 31, 2023 | $ 10 | $ 259 | 2,180,556 | (11,775,796) | (9,594,971) |
Balance at the beginning (in shares) at Mar. 31, 2023 | 103,260 | 2,581,500 | |||
Accretion of Class A common stock subject to possible redemption | (316,912) | (316,912) | |||
Net income | (537,579) | (537,579) | |||
Fair Value of Class A Common Shares to be transferred under Promissory Notes (Note 6) | 107,100 | 107,100 | |||
Recognition of excise liability on trust redemptions | (112,338) | (112,338) | |||
Ending balance, value at Jun. 30, 2023 | $ 10 | $ 259 | 1,858,406 | (12,313,375) | (10,454,700) |
Balance at the ending (in shares) at Jun. 30, 2023 | 103,260 | 2,581,500 | |||
Accretion of Class A common stock subject to possible redemption | (131,969) | (131,969) | |||
Net income | (403,562) | (403,562) | |||
Fair Value of Class A Common Shares to be transferred under Promissory Notes (Note 6) | 6,300 | 6,300 | |||
Conversion of Class B common stock in Class A common stock | $ 259 | $ (259) | |||
Conversion of Class B common stock in Class A common stock (in shares) | 2,581,500 | (2,581,500) | |||
Ending balance, value at Sep. 30, 2023 | $ 269 | $ 1,732,737 | $ (12,716,937) | $ (10,983,931) | |
Balance at the ending (in shares) at Sep. 30, 2023 | 2,684,760 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) - USD ($) | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Cash Flows from Operating Activities: | ||
Net (loss) income | $ (1,993,333) | $ 1,219,437 |
Adjustments to reconcile net (loss) income to net cash used in operating activities: | ||
Interest earned on investments in trust | (516,603) | (433,795) |
Non-cash interest expense | 39,857 | |
Change in fair value of warrants | (165,437) | (5,798,246) |
Finance transaction cost | 464,670 | 3,600,000 |
Changes in operating assets and liabilities: | ||
Prepaid assets | (78,041) | 230,869 |
Accounts payable and accrued expenses | 1,354,172 | 489,447 |
Income tax payable | 81,823 | |
Due to related party | 90,000 | 90,000 |
Net cash used in operating activities | (722,892) | (602,288) |
Cash Flows from Investing Activities: | ||
Investment of cash in trust account for extensions | (650,000) | (1,548,900) |
Cash withdrawn from Trust Account for taxes and redemptions | 11,519,323 | 149,000 |
Net cash provided by (used in) investing activities | 10,869,323 | (1,399,900) |
Cash Flows from Financing Activities: | ||
Proceeds from issuance of promissory notes | 1,001,500 | |
Proceeds from issuance of promissory note to related party | 125,000 | 160,000 |
Proceeds from private placement | 1,548,900 | |
Redemptions of Class A common stock | (11,233,821) | |
Net cash (used in) provided by financing activities | (10,107,321) | 1,708,900 |
Net Change in Cash | 39,110 | (293,288) |
Cash - Beginning | 35,806 | 322,128 |
Cash - Ending | 74,916 | 28,840 |
Supplemental Disclosure of Non-cash Financing Activities: | ||
Remeasurement of Class A common stock to redemption value | 981,286 | 1,548,900 |
Recognition of excise tax on share redemptions | 112,338 | |
Debt discount recognized from fair value of Class A common stock to be transferred under Promissory Notes (Note 6) | $ 113,400 |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (12 Months Ended) - USD ($) | 11 Months Ended | 12 Months Ended |
Dec. 31, 2021 | Dec. 31, 2022 | |
Cash Flows from Operating Activities: | ||
Net income | $ 2,866,217 | $ 1,964,948 |
Adjustments to reconcile net income to net cash used in operating activities: | ||
Formation costs paid by Original Sponsor | 5,564 | |
Offering costs allocated to warrants | 690,542 | 3,600,000 |
Interest earned on investments in trust | (3,348) | (1,251,889) |
Change in fair value of warrant liabilities | (6,359,058) | (6,668,954) |
Changes in operating assets and liabilities: | ||
Other long-term liabilities | 2,000,000 | |
Prepaid assets | (233,209) | 233,030 |
Accounts payable and accrued costs | 341,296 | 1,305,567 |
Due to related party | 62,667 | 245,000 |
Net cash used in operating activities | (629,329) | (572,298) |
Cash Flows from Investing Activities: | ||
Investment of cash in trust account | (104,292,600) | (1,798,900) |
Cash withdrawn from Trust Account for tax and redemptions | 87,917,298 | |
Net cash provided by (used in) investing activities | (104,292,600) | 86,118,398 |
Cash Flows from Financing Activities: | ||
Proceeds from initial public offering, net of underwriting discount | 100,909,536 | |
Proceeds from private placement | 4,668,800 | |
Proceeds from extension offering | 1,548,900 | |
Trust redemptions | (87,541,322) | |
Proceeds from the issuance of founders’ shares | 25,000 | |
Proceeds from issuance of promissory note to related party | 124,975 | 160,000 |
Payment of deferred offering costs | (484,254) | |
Net cash (used in) provided by financing activities | 105,244,057 | (85,832,422) |
Net Change in Cash | 322,128 | (286,322) |
Cash - Beginning | 322,128 | |
Cash - Ending | 322,128 | 35,806 |
Supplemental Disclosure of Non-cash Financing Activities: | ||
Deferred offering costs paid by Original Sponsor under the promissory note | 32,500 | |
Deferred underwriting commissions payable charged to additional paid-in-capital | 3,614,100 | |
Initial classification of warrant liability | 13,457,424 | |
Accretion of Class A common stock subject to possible redemption | 2,668,274 | |
Fair value of Original Sponsor Shares transferred to extension investors | $ 1,548,900 |
Description of Organization and
Description of Organization and Business Operations | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Description of Organization and Business Operations | Note 1- Description of Organization and Business Operations OceanTech Acquisitions I Corp. (the “Company”) is a blank check company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one As of September 30, 2023, the Company had not commenced any operations. All activity for the period from February 3, 2021 (inception) through September 30, 2023, relates to the Company’s formation and the public offering consummated on June 2, 2021 (the “Initial Public Offering”), and, since the closing of the Initial Public Offering, a search for a business combination candidate. 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 both cash from the proceeds derived from the Initial Public Offering and investments held in trust. The Company’s original sponsor was OceanTech Acquisitions I Sponsors, LLC (the “Original Sponsor”). On March 13, 2023, the Company’s sponsor changed to Aspire Acquisition LLC, a Delaware limited liability company (“Aspire” or the “Sponsor”) when Aspire acquired all of the Class B common stock and Private Placement Warrants from the Original Sponsor. As part of this transaction, Aspire assumed ownership of all agreements and obligations of the Original Sponsor, agreed to reimburse the original chief executive officer $ 25,000 5,000 On September 5, 2023, as further described below, all of Sponsor’s Class B common stock was converted to Class A common stock. Financing The registration statement for the Company’s Initial Public Offering was declared effective on May 27, 2021 (the “Effective Date”). On June 2, 2021, the Company consummated its Initial Public Offering of 10,000,000 10.00 100,000,000 Simultaneously with the consummation of the Initial Public Offering and the sale of the Units, the Company consummated the private placement sale (“Private Placement”) of an aggregate 4,571,000 3,871,000 700,000 1.00 4,571,000 Transaction costs of the Initial Public Offering amounted to $ 7,482,451 2,065,200 3,614,100 1,033,633 769,518 690,542 6,791,909 The Company granted the underwriter in the Initial Public Offering a 45-day option to purchase up to 1,500,000 326,000 3,260,000 65,200 On June 2, 2022, the Company closed an offering to private investors which included issuance of 1,548,900 1.00 1,200,000 0.15 On August 10, 2022, the Company, OceanTech Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of the Company (“Merger Sub 1”), and the Original Sponsor, entered into a definitive Agreement and Plan of Merger (the “Captura Merger Agreement”) with Captura Biopharma, Inc., a Delaware corporation (“Captura”) and Michael Geranen, as seller representative (“Geranen”). Pursuant to the Captura Merger Agreement, upon the closing of the business combination, the Company would effect the merger of Merger Sub 1 with and into Captura, with Captura continuing as the surviving entity, as a result of which all of the issued and outstanding capital stock of Captura would be exchanged for shares of the Class A common stock of the Company upon the terms set forth as follows: Captura’s shareholders collectively shall be entitled to receive from the Company, in the aggregate, a number of Company’s securities with an aggregate value equal to (a) $200,000,000 minus (b) the amount, if any, by which the Captura’s net working capital amount exceeds the net working capital amount (but not less than zero), minus (c) the amount of Closing Net Indebtedness (as defined in the Captura Merger Agreement) minus (d) the amount of any transaction expenses, provided that the merger consideration otherwise payable to the Captura’s shareholders is subject to adjustment after the Closing in accordance with the terms of the Merger Agreement. The obligations of the parties to consummate such business combination was subject to the satisfaction or waiver of certain customary closing conditions of the respective parties, including, without limitation: (a) the representations and warranties of the Company, Merger Sub 1 and Captura being true and correct subject to the materiality standards contained in the Captura Merger Agreement; (b) material compliance by such parties of their respective pre-closing covenants and agreements, subject to the standards contained in the Captura Merger Agreement; (c) the approval by the Company’s stockholders of such business combination; (d) the approval by the Captura’s stockholders of such business combination; I the absence of any Material Adverse Effect (as defined in the Captura Merger Agreement) with respect to the Company or with respect to Captura since the effective date of the Captura Merger Agreement that is continuing and uncured; (f) the election of the members of the post-closing board consistent with the provisions of the Captura Merger Agreement, a majority of which are to be independent in accordance with the Nasdaq rules; (g) the Company having at least $ 5,000,001 On October 13, 2022, parties to the Captura Merger Agreement mutually terminated the Captura Merger Agreement pursuant to Section 8.1(a) of the Captura Merger Agreement, effective immediately. Neither party was required to pay the other a termination fee as a result of the mutual decision to terminate the Captura Merger Agreement. On November 15, 2022, the Company entered into a definitive Agreement and Plan of Merger (the “Majic Merger Agreement”) with Merger Sub 1, OceanTech Merger Sub 2, LLC, a Wyoming limited liability company and wholly owned subsidiary of the Company (“Merger Sub 2”), the Original Sponsor in the capacity as the representative for the stockholders of the Company (the “Company Representative”), Majic Wheels Corp., a Wyoming corporation ( “Majic”), and Jeffrey H. Coats, an individual, in the capacity as the representative for the Majic stockholders (the “Majic Representative”). On November 29, 2022, the Company held a special meeting of stockholders. At the meeting, the Company’s stockholders approved a charter amendment to extend the date by which the Company must consummate its initial business combination from December 2, 2022 to June 2, 2023, subject to the approval of the board of directors of the Company, provided the Original Sponsor or its designees deposit into the Trust Account an amount equal to $ 0.067 125,000 8,477,497 87,541,322 10.32 On December 1, 2022, December 30, 2022 and February 2, 2023, the Company deposited $ 125,000 0.067 On February 3, 2023, Majic, the Company, Merger Sub 1 and Merger Sub 2 mutually terminated the Majic Merger Agreement pursuant to Section 8.1(a) of the Majic Merger Agreement, effective immediately. Neither party was required to pay the other a termination fee as a result of the mutual decision to terminate the Majic Merger Agreement. On March 2, 2023, the Company deposited $ 125,000 0.067 On March 13, 2023, the Company’s sponsor changed from Original Sponsor to Sponsor when Aspire agreed to acquire all of the 2,581,500 5,869,880 On March 31, 2023 and May 2, 2023, the Company deposited $ 125,000 0.067 On May 2, 2023, the Company, R.B. Merger Sub Ltd., an Israeli company and a wholly owned subsidiary of the Company (“Merger Sub”), and Regentis Biomaterials Ltd., an Israeli company (individually, “Regentis” and, together with the Company, Merger Sub, collectively, the “Parties” and each referred to as a “Party”), entered into an Agreement and Plan of Merger (the “Merger Agreement”), pursuant to which, among other things, Merger Sub will merge with and into Regentis (the “Merger” or “Business Combination”), with Regentis continuing as the surviving entity after the Merger, as a result of which Regentis will become a direct, wholly-owned subsidiary of the Company (the “Proposed Transaction”). On May 18, 2023, the Company and Sponsor, announced that, the Company entered into an unsecured, interest-free promissory note in favor of the Sponsor, pursuant to which the Sponsor will loan the Company $ 30,000 360,000 On May 30, 2023, the Company held a virtual special meeting of its stockholders, pursuant to due notice in that certain Proxy Statement on Schedule 14(a) filed May 10, 2023 (as amended, the “Extension Proxy”). At such special meeting, the Company stockholders approved the proposal for the Company to adopt and file with the Delaware Secretary of State of the State of Delaware an amended charter (the “Extension Amendment Proposal”), which the Company promptly filed following the stockholders’ approval of the Extension Amendment Proposal. Pursuant to the Company’s amended charter, the Company has the right to extend beyond June 2, 2023 (the “Original Termination Date”) by up to 12, 1-month extensions through June 2, 2024 (the “Outside Date”; each of the 12, 1-month extensions, an “Extension”, and each such extension date a “Deadline Date”, and the latest of such Deadline Dates, the “Extended Deadline”) the date by which the Company must (i) consummate a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination involving the Company and one or more businesses, (ii) cease its operations if it fails to complete a business combination, and (iii) unless the closing of the Company’s initial business combination shall have occurred, redeem or repurchase 100% of the Company’s Class A common stock included as part of the units sold in the Initial Public Offering. In connection with each Extension, the Company or Sponsor (or its affiliates or permitted designees) is required to deposit into the Trust Account $ 30,000 360,000 Additionally, at such special meeting, the stockholders of the Company approved the proposal to amend the trust agreement of the Trust Account to extend the termination date for an additional twelve months, until June 2, 2024 (the “Trust Amendment Proposal). Upon approval of the Extension Amendment Proposal and the Trust Amendment Proposal by the Company’s stockholders, the Company and the Trustee of the Trust Account promptly entered into an amendment to the trust agreement to extend the termination date for an additional twelve months, until June 2, 2024. In connection with the voting on the Extension Amendment Proposal and the Trust Amendment Proposal at this special meeting, holders of 1,035,788 shares of Class A common stock (the “Redeeming Stockholder”) exercised the right to redeem such shares. On June 2, 2023, the Company made cash payments to the Redeeming Stockholders totaling $11,233,821, representing approximately $10.84 per share. Following such payments to the Redeeming Stockholders, the Trust Account had a balance of approximately $8,814,443. The Company’s remaining shares of Class A common stock outstanding were 812,715. On June 1, 2023 and June 27, 2023, the Company deposited $ 30,000 0.037 On July 7, 2023, the Company and Regentis executed Amendment No. 1 to the Merger Agreement to increase the merger consideration to $ 96 95 On July 10, 2023, the Company filed the initial Form S-4 with the SEC. On July 25, 2023, the Company received written notice (the “Delisting Letter”) from the Nasdaq Capital Market (“Nasdaq”) that the Company had not regained compliance within 180 calendar days (or until July 24, 2023) in accordance with Nasdaq Listing Rule 5810(c)(3)(C) for compliance with Nasdaq Listing Rule 5550(b)(2) as the Company’s market value of listed securities for the thirty (30) consecutive business days, was below the required minimum of $35 million for continued listing on Nasdaq (the “MVLS Requirement”). On July 27, 2023, the Company filed a Current Report on Form 8-K stating that the Company fully intends to appeal such determination by requesting a hearing to the Hearings Panel (the “Panel”), pursuant to the procedures set forth in the Nasdaq Listing Rule 5800 Series to stay the suspension of the Company’s securities and the filing of the Form 25-NSE pending the Panel’s decision, and on such date the Company requested the hearing, and wired the $20,000 fee to Nasdaq for the hearing, prior to 4:00 p.m. Eastern Time on August 1, 2023, as required in the Delisting Letter. The hearing with the Panel was then scheduled for September 21, 2023 (the “Hearing”). On July 28, 2023, the Company deposited $ 30,000 0.037 On August 8, 2023, the Company filed a Preliminary Proxy Statement on Schedule 14(a) with the Securities and Exchange Commission (“SEC”) for stockholders to approve the founder share amendment proposal to amend the Company’s existing certificate of incorporation dated as of May 27, 2021, as amended on December 1, 2022 by that certain First Amendment to the Amended and Restated Certificate of Incorporation and as further amended on May 30, 2023 by that certain Second Amendment to the Amended and Restated Certificate of Incorporation, as may be further amended (collectively, the “Existing OTEC Charter”), to provide for the right of the holders of Class B common stock, par value $ 0.0001 0.0001 Founder Share Amendment Proposal On August 31, 2023, the Company deposited $ 30,000 0.037 On September 5, 2023, the Company held a virtual special meeting of its stockholders following the notice provided by the Proxy Statement to amend the Existing OTEC Charter for the Founder Share Amendment Proposal. Following approval of the Founder Share Amendment Proposal by the Company’s stockholders, the Company promptly adopted and filed the related amendment to the Existing OTEC Charter with the Secretary of State of the State of Delaware. Effective as of September 5, 2023, the conversion of the Class B common stock to Class A common stock, resulted in the Company’s market value of securities increasing approximately $ 28,706,280 10,185,642 11.12 38,891,922 35 On September 12, 2023, the Company filed Amendment No. 1 to the initial Form S-4 filed on July 10, 2023. As previously disclosed in a Form 8-K filed September 14, 2023, on September 13, 2023, the Company received written notice (the “Notification Letter”) from Nasdaq stating that the Company currently does not meet the required minimum of 300 public holders for continued listing on Nasdaq under Nasdaq Listing Rule 5550(a)(3) (the “ Public Holder Requirement On September 21, 2023, the Company attended the Hearing to discuss the Delisting Letter and Notification Letter with the Panel. At the Hearing, the Company discussed its anticipated compliance with the Public Holder Requirement upon the closing of the Business Combination pursuant to the Merger Agreement with Regentis and the Merger Sub. The results of the Hearing are further discussed under Note 11 -Nasdaq Compliance. On September 27, 2023, the Company deposited $ 30,000 0.037 Liquidity and Going Concern On September 30, 2023, the Company had cash of $ 74,916 4,873,521 The Company’s liquidity needs up to September 30, 2023 were satisfied through the proceeds of $ 25,000 1,375,996 323,039 Until the consummation of a business combination, the Company will be using the funds not held in the Trust Account for identifying and evaluating prospective acquisition candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to acquire, and structuring, negotiating and consummating the Business Combination. The Company will need to raise additional capital through loans or additional investments from its Sponsor, stockholders, officers, directors, or third parties. The Company’s Sponsor, officers and directors may, but are not obligated to, loan the Company funds from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s working capital needs. Accordingly, the Company may not be able to obtain additional financing. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead expenses. In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 205-40, Presentation of Financial Statements-Going Concern, the Company has until November 2, 2023, to consummate an initial business combination. It is uncertain that the Company will be able to consummate an initial business combination by this time. If an initial business combination is not consummated by this date, there will be a mandatory liquidation and subsequent dissolution of the Company. Additionally, the Company may not have sufficient liquidity to fund the working capital needs of the Company through one year from the issuance of these condensed consolidated financial statements. Management has determined that the liquidity condition and mandatory liquidation, should an initial business combination not occur, and potential subsequent dissolution raises substantial doubt about the Company’s ability to continue as a going concern for the next twelve months from the issuance of these financial statements. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after June 2, 2024. The Company’s Sponsor, officers and directors may, but are not obligated to, loan the Company funds from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s working capital. Risks and Uncertainties In February 2022, the Russian Federation and Belarus commenced a military action with the country of Ukraine. As a result of this action, various nations, including the United States, have instituted economic sanctions against the Russian Federation and Belarus. The escalation in October 2023 of the conflict between Israel and Hamas also could cause disruptions to global economic conditions and effect the stability of the Middle East region. It is unknown how long any of these disruptions will continue and whether such disruptions will become more severe. The impact of these conflicts on the world economy is not determinable as of the date of these financial statements and the specific impact on the Company’s financial condition, results of operations, and cash flows is also not determinable as of the date of these condensed financial statements. Inflation Reduction Act of 2022 On August 16, 2022, the Inflation Reduction Act of 2022 (the “IR Act”) was signed into federal law. The IR Act provides for, among other things, a new U.S. federal 1% excise tax on certain repurchases of stock by publicly traded U.S. domestic corporations and certain U.S. domestic subsidiaries of publicly traded foreign corporations occurring on or after January 1, 2023. The excise tax is imposed on the repurchasing corporation itself, not its shareholders from which shares are repurchased. The amount of the excise tax is generally 1% of the fair market value of the shares repurchased at the time of the repurchase. However, for purposes of calculating the excise tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year. In addition, certain exceptions apply to the excise tax. The U.S. Department of the Treasury (the “Treasury”) has been given authority to provide regulations and other guidance to carry out and prevent the abuse or avoidance of the excise tax. Any redemption or other repurchase that occurs after December 31, 2022, in connection with a business combination, extension vote or otherwise, may be subject to the excise tax. Whether and to what extent the Company would be subject to the excise tax in connection with a business combination, extension vote or otherwise would depend on a number of factors, including (i) the fair market value of the redemptions and repurchases in connection with the business combination, extension or otherwise, (ii) the structure of a business combination, (iii) the nature and amount of any “PIPE” or other equity issuances in connection with a business combination (or otherwise issued not in connection with a business combination but issued within the same taxable year of a business combination) and (iv) the content of regulations and other guidance from the Treasury. In addition, because the excise tax would be payable by the Company and not by the redeeming holder, the mechanics of any required payment of the excise tax have not been determined. The foregoing could cause a reduction in the cash available on hand to complete the Business Combination and in the Company’s ability to complete the Business Combination. As discussed above, on May 30, 2023, holders of 1,035,788 112,338 | Note 1— Description of Organization and Business Operations OceanTech Acquisitions I Corp. (the “ Company one As of December 31, 2022, the Company had not commenced any operations. All activity for the period from February 3, 2021 (inception) through December 31, 2022 relates to the Company’s formation and the public offering (the “ Initial Public Offering The Company’s Original Sponsor was OceanTech Acquisitions I Sponsors, LLC (the “Original Sponsor”). As discussed in Note 11, on March 13, 2023 the Company’s sponsor changed to Aspire Acquisition LLC, a Delaware limited liability company (the “ New Sponsor Financing The registration statement for the Company’s Initial Public Offering was declared effective on May 27, 2021 (the “ Effective Date 10,000,000 Units 10.00 100,000,000 Simultaneously with the consummation of the Initial Public Offering and the sale of the Units, the Company consummated the private placement sale (“ Private Placement 4,571,000 warrants (“ Private Placement Warrants 3,871,000 Private Placement Warrants were purchased by the Original Sponsor and 700,000 Private Placement Warrants were purchased by Maxim Group LLC and/or its designees (“ Maxim 1.00 per Private Placement Warrant, generating total proceeds of $ 4,571,000 . Transaction costs of the Initial Public Offering amounted to $ 7,482,451 2,065,200 3,614,100 1,033,633 769,518 690,542 6,791,909 The Company granted the underwriter in the Initial Public Offering a 45-day option to purchase up to 1,500,000 326,000 Over-Allotment Units 3,260,000 65,200 On June 2, 2022, the Company closed and offering to private investors which included issuance of 1,548,900 1.00 0.15 On August 10, 2022, the Company, OceanTech Merger Sub, Inc., a Delaware corporation (“ Merger Sub Merger Agreement Target Parties Geranen 200,000,000 minus (b) the amount, if any, by which the Target’s net working capital amount exceeds the net working capital amount (but not less than zero), minus (c) the amount of Closing Net Indebtedness (as defined in the Merger Agreement) minus (d) the amount of any transaction expenses, provided that the merger consideration otherwise payable to the Target’s shareholders is subject to adjustment after the Closing in accordance with the terms of the Merger Agreement. The obligations of the parties to consummate the business combination was subject to the satisfaction or waiver of certain customary closing conditions of the respective parties, including, without limitation: (a) the representations and warranties of the respective Parties being true and correct subject to the materiality standards contained in the Merger Agreement; (b) material compliance by the Parties of their respective pre-closing covenants and agreements, subject to the standards contained in the Merger Agreement; (c) the approval by the Company’s stockholders of the business combination; (d) the approval by the Target’s stockholders of the business combination; (e) the absence of any Material Adverse Effect (as defined in the Merger Agreement) with respect to the Company or with respect to the Target since the effective date of the Merger Agreement that is continuing and uncured; (f) the election of the members of the post-Closing Board consistent with the provisions of the Merger Agreement, a majority of which are to be independent in accordance with the Nasdaq rules; (g) the Company having at least $ 5,000,001 On October 13, 2022, parties to the Merger Agreement mutually terminated it pursuant to Section 8.1(a) of the Merger Agreement, effective immediately. Neither party was required to pay the other a termination fee as a result of the mutual decision to terminate the Merger Agreement. On November 15, 2022, OceanTech Acquisitions I Corp., a Delaware corporation entered into a definitive business combination agreement with OceanTech Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of the Company, OceanTech Merger Sub 2, LLC, a Wyoming limited liability company and wholly-owned subsidiary of the Company (“ Merger Sub 2 Merger Subs Company Representative Target Target Representative On October 13, 2022, Majic and OceanTech mutually terminated the Merger Agreement pursuant to Section 8.1(a) of the Merger Agreement, effective immediately. Neither party was required to pay the other a termination fee as a result of the mutual decision to terminate the Merger Agreement. On November 29, 2022, OceanTech Acquisitions I Corp. held the Extension Meeting. At the Meeting, the Company’s stockholders approved the Charter Amendment, which extends the date by which the Company must consummate its initial business combination from December 2, 2022 to June 2, 2023 (or such earlier date as determined by OTEC’s board of directors unless extended), subject to the approval of the Board of Directors of the Company, provided the sponsor or its designees deposit into the trust account an amount equal to $ 0.067 125,000 8,477,497 87,541,322 10.32 On December 1, 2022, the Company caused to be deposited $ 125,000 0.067 On December 30, 2022, the Company caused to be deposited $ 125,000 0.067 On February 2, 2023, the Company caused to be deposited $ 125,000 0.067 On March 2, 2023, the Company caused to be deposited $ 125,000 0.067 Liquidity and Going Concern At December 31, 2022, the Company had cash of $ 35,806 2,209,084 The Company’s liquidity needs up to December 31, 2022 were satisfied through the proceeds of $ 25,000 from the sale of the founder shares (Note 5), a loan of $ 323,039 under an unsecured and noninterest bearing promissory note – related party (Note 5), and from the net proceeds from the consummation of the Initial Public Offering and the Private Placement held outside of the trust account (“ Trust Account Until the consummation of a business combination, the Company will be using the funds not held in the Trust Account for identifying and evaluating prospective acquisition candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to acquire, and structuring, negotiating and consummating the business combination. The Company will need to raise additional capital through loans or additional investments from its New Sponsor, stockholders, officers, directors, or third parties. The Company’s New Sponsor, officers and directors may, but are not obligated to, loan the Company funds from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s working capital needs. Accordingly, the Company may not be able to obtain additional financing. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead expenses. In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standards Board’s (“ FASB ASC Risks and Uncertainties Management is currently evaluating the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the COVID-19 virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these consolidated financial statements. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. In February 2022, the Russian Federation and Belarus commenced a military action with the country of Ukraine. As a result of this action, various nations, including the United States, have instituted economic sanctions against the Russian Federation and Belarus. Further, the impact of this action and related sanctions on the world economy are not determinable as of the date of these consolidated financial statements. The specific impact on the Company’s financial condition, results of operations, and cash flows is also not determinable as of the date of these consolidated financial statements. Inflation Reduction Act of 2022 On August 16, 2022, the Inflation Reduction Act of 2022 (the “ IR Act Treasury Any redemption or other repurchase that occurs after December 31, 2022, in connection with a business combination, extension vote or otherwise, may be subject to the excise tax. Whether and to what extent the Company would be subject to the excise tax in connection with a business combination, extension vote or otherwise would depend on a number of factors, including (i) the fair market value of the redemptions and repurchases in connection with the business combination, extension or otherwise, (ii) the structure of a business combination, (iii) the nature and amount of any “PIPE” or other equity issuances in connection with a business combination (or otherwise issued not in connection with a business combination but issued within the same taxable year of a business combination) and (iv) the content of regulations and other guidance from the Treasury. In addition, because the excise tax would be payable by the Company and not by the redeeming holder, the mechanics of any required payment of the excise tax have not been determined. The foregoing could cause a reduction in the cash available on hand to complete a business combination and in the Company’s ability to complete a business combination. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Accounting Policies [Abstract] | ||
Summary of Significant Accounting Policies | Note 2 - Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the Securities and Exchange Commission (the “SEC”). Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of the Company’s management, the unaudited financial statements as of September 30, 2023, and for the three and six months ended September 30, 2023 include all adjustments, which are only of a normal and recurring nature, necessary for a fair statement of the financial position of the Company as of September 30, 2023, and its results of operations and cash flows for the three and nine months ended September 30, 2023. The results of operations for the three and nine months ended September 30, 2023, are not necessarily indicative of the results to be expected for the full fiscal year ending December 31, 2023 or any future interim period. Principles of Consolidation The accompanying condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, Merger Sub 1 and Merger Sub 2. All significant intercompany balances and transactions have been eliminated in consolidation. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley 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 stockholder approval of any golden parachute payments not previously approved. Further, Section102(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 an emerging growth 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 unaudited condensed consolidated 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 consolidated financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these consolidated financial statements is the determination of fair value of the warrant liabilities. Such estimates may be subject to change as more current information becomes available and accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not Trust Account Upon the closing of the Initial Public Offering and the Private Placement, $ 104.3 million 10.10 Upon closing of the offering of the Private Warrants on June 2, 2022 (as described above) an additional $ 1.5 0.15 In connection with the extension vote at the special meeting of stockholders of the Company on November 29, 2022, stockholders holding 8,477,497 87,541,321 10.32 On December 1, 2022, the Company caused to be deposited $ 125,000 0.067 On December 30, 2022, The Company caused to be deposited $ 125,000 0.067 On February 2, 2023, the Company caused to be deposited $ 125,000 0.067 On March 2, 2023, the Company caused to be deposited $ 125,000 0.067 On March 31, 2023, the Company caused to be deposited $ 125,000 0.067 On May 2, 2023, the Company caused to be deposited $ 125,000 0.067 On June 1, 2023, the Company caused to be deposited $ 30,000 0.037 On June 27, 2023, the Company caused to be deposited $ 30,000 0.037 On July 28, 2023, the Company caused to be deposited $ 30,000 0.037 On August 30, 2023, the Company caused to be deposited $ 30,000 0.037 On September 27, 2023, the Company caused to be deposited $ 30,000 0.037 Offering Costs Offering costs consisted of legal, accounting, underwriting and other costs incurred that were directly related to the Initial Public Offering. Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with warrant liabilities are expensed as incurred, presented as non-operating expenses in the unaudited condensed consolidated statements of operations. Offering costs associated with the issuance of Class A common stock subject to possible redemption were charged to temporary equity upon the completion of the Initial Public Offering. The Company classifies deferred underwriting commissions as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities. In connection with the Extension payment on June 2, 2022, the Original Sponsor transferred 1,200,000 Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheets, primarily due to its short-term nature. Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with changes in the fair value reported in the unaudited condensed consolidated statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the balance sheets as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid to transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. Net (Loss) Income Per Common Stock The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares, which are referred to as Class A common stock and Class B common stock. Income and losses are shared pro rata between the two classes of shares. Net (loss) income per common stock is calculated by dividing the net (loss) income by the weighted average shares of common stock outstanding for the respective period. The calculation of diluted net (loss) income does not consider the effect of the warrants underlying the Units sold in the Initial Public Offering and the private placement warrants to purchase an aggregate of 16,543,700 The basic and diluted (loss) income per common stock is calculated as follows: For the Three Months Ended September 30, 2023 2022 Common stock subject to possible redemption Numerator: Net (loss) income allocable to Class A common stock subject to possible redemption $ (93,776 ) $ 3,244 Denominator: Weighted Average Redeemable Class A common stock, basic and diluted 812,715 10,326,000 Basic and Diluted net (loss) income per share, redeemable Class A common stock $ (0.12 ) $ 0.00 Non-redeemable common stock Numerator: Net (loss) income allocable to non-redeemable common stock $ (309,786 ) $ 844 Denominator: Weighted Average non-redeemable common stock, basic and diluted 2,684,760 2,684,760 Basic and diluted net (loss) income per share, common stock $ (0.12 ) $ 0.00 For the Nine Months Ended September 30, 2023 2022 Common stock subject to possible redemption Numerator: Net (loss) income allocable to Class A common stock subject to possible redemption $ (677,336 ) $ 967,807 Denominator: Weighted Average Redeemable Class A common stock, basic and diluted 1,381,829 10,326,000 Basic and Diluted net (loss) income per share, redeemable Class A common stock $ (0.49 ) $ 0.09 Non-redeemable common stock Numerator: Net (loss) income allocable to non-redeemable common stock $ (1,315,997 ) $ 251,630 Denominator: Weighted Average non-redeemable common stock, basic and diluted 2,684,760 2,684,760 Basic and diluted net (loss) income per share, common stock $ (0.49 ) $ 0.09 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 consolidated 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. Our effective tax rate was ( 11.93 0.00 4.28 0.00 21 While ASC 740 identifies usage of an effective annual tax rate for purposes of an interim provision, it does allow for estimating individual elements in the current period if they are significant, unusual or infrequent. Computing the effective tax rate for the Company is complicated due to the potential impact of the timing of any Business Combination expenses and the actual interest income that will be recognized during the year. The Company has taken a position as to the calculation of income tax expense in a current period based on ASC 740-270-25-3 which states, “If an entity is unable to estimate a part of its ordinary income (or loss) or the related tax (benefit) but is otherwise able to make a reasonable estimate, the tax (or benefit) applicable to the item that cannot be estimated shall be reported in the interim period in which the item is reported.” The Company believes its calculation to be a reliable estimate and allows it to properly take into account the usual elements that can impact its annualized book income and its impact on the effective tax rate. As such, the Company is computing its taxable income (loss) and associated income tax provision based on actual results through September 30, 2023. 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 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. Redeemable Share Classification All of the 10,326,000 Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount, which approximates fair value. The change in the carrying value of Class A common stock subject to possible redemption resulted in charges against additional paid-in capital (to the extent available) and accumulated deficit and Class A common stock. As of September 30, 2023 and December 31, 2022, the Class A common stock reflected on the balance sheets are reconciled in the following table: September 30, 2023 December 31, 2022 Shares Amount Shares Amount As of beginning of the period 1,848,503 $ 19,419,552 10,326,000 $ 104,292,600 Less: Extension redemptions on May 27, 2023 and November 29, 2022, respectively (1,035,788 ) (11,233,821 ) (8,477,497 ) (87,541,322 ) Plus: Remeasurement of carrying value to redemption value attributable to: Accretion of carrying value to redemption value - 981,286 - 2,668,274 Contingently redeemable Class A common stock subject to possible redemption 812,715 $ 9,167,017 1,848,503 $ 19,419,552 Receivable from Sponsor and Payable to Trust Account During the nine months ended September 30, 2023, the Company erroneously overdrew from the Trust Account amounts allocated for tax payments. Accordingly, at September 30, 2023, the Company had an amount payable to the Trust Account in the amount of $ 90,298 Debt discounts Debt discounts relate to the issuance costs of the promissory notes to non-related parties (see Note 6), and are included in the condensed consolidated balance sheets as a direct deduction from the face amount of the promissory notes. Debt discounts are amortized over the term of the related promissory notes and included in the interest expense. Recent Accounting Pronouncements In August 2020, the FASB issued Accounting Standards Update (“ASU”) 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective for fiscal years beginning after December 15, 2023 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company is currently assessing the impact, if any, that ASU 2020-06 would have on its financial position, results of operations or cash flows. Management does not believe that any other recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying unaudited condensed consolidated financial statements. | Note 2 — Summary of Significant Accounting Policies Basis of Presentation The accompanying financial statement is presented in conformity with accounting principles generally accepted in the United States of America (“ GAAP Principles of Consolidation The accompanying consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of the Company and OceanTech Merger Sub 2, LLC, a Wyoming limited liability company and a wholly-owned subsidiary of the Company. All significant intercompany balances and transactions have been eliminated in consolidation. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012, (the “ JOBS Act 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 statement with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of the consolidated financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these consolidated financial statements is the determination of fair value of the warrant liabilities. Such estimates may be subject to change as more current information becomes available and accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have cash equivalents as of December 31, 2022 and 2021. Trust Account Upon the closing of the Initial Public Offering and the Private Placement, $ 104.3 million 10.10 Trust Account Investment Company Act Upon closing of the offering of the Private warrants on June 2, 2022 (as described above) an additional $ 1.5 0.15 In connection with the Extension Meeting on November 29, 2022, stockholders holding 8,477,497 87,541,321.66 10.32 On December 1, 2022, the Company caused to be deposited $ 125,000 0.067 On December 30, 2022, the Company caused to be deposited $ 125,000 0.067 Offering Costs Offering costs consisted of legal, accounting, underwriting and other costs incurred that were directly related to the Initial Public Offering. Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with warrant liabilities are expensed as incurred, presented as non-operating expenses in the consolidated statements of operations. Offering costs associated with the issuance of Class A common stock subject to possible redemption were charged to temporary equity upon the completion of the Initial Public Offering. The Company classifies deferred underwriting commissions as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities. In connection with the Extension payment on June 2, 2022, the Original Sponsor transferred 1,200,000 of previously issued Class B shares (the “ Founder Shares Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheets, primarily due to its short-term nature. Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with changes in the fair value reported in the consolidated statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the consolidated balance sheets as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid to transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. Net Income per Common Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares, which are referred to as Class A common stock and Class B common stock. Income and losses are shared pro rata between the two classes of shares. Net income per common stock is calculated by dividing the net income by the weighted average shares of common stock outstanding for the respective period. The calculation of diluted net income does not consider the effect of the warrants underlying the Units sold in the Initial Public Offering and the private placement warrants to purchase an aggregate of 16,543,700 shares for the year ended December 31, 2022 and 14,994,800 shares for the period from February 3, 2021 (inception) through December 31, 2021 of Class A common stock subject to possible redemption in the calculation of diluted income per share, because they are contingent on future events and their inclusion would be anti-dilutive under the treasury stock method. As a result, diluted net income per share is the same as basic net income per share for the year ended December 31, 2022 and for the period from February 3, 2021 (inception) through December 31, 2021. Accretion associated with the redeemable Class A common stock is excluded from earnings per share as the redemption value approximates fair value. The basic and diluted income per common stock is calculated as follows: For the period For the Year from February 3, 2021 Ended (inception) Through December 31, 2022 December 31, 2021 Common stock subject to possible redemption Numerator: Net income allocable to Class A common stock subject to possible redemption $ 1,534,917 $ 2,287,263 Denominator: Weighted Average Redeemable Class A common stock, basic and diluted 9,582,767 10,326,000 Basic and Diluted net income per share, redeemable Class A common stock $ 0.16 $ 0.22 Non-redeemable common stock Numerator: Net income allocable to non-redeemable common stock $ 430,031 $ 578,954 Denominator: Weighted Average non-redeemable common stock, basic and diluted 2,684,760 2,613,724 Basic and diluted net income per share, common stock $ 0.16 $ 0.22 Income Taxes The Company accounts for income taxes under FASB ASC 740, “Income Taxes” (“ ASC 740 ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s consolidated 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 as its only “major” tax jurisdiction. The Company is subject to income tax examinations 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. Redeemable Share Classification All of the 10,326,000 Class A Common Stock sold as part of the Units in the Initial Public Offering 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 amended and restated 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. Given that the Class A common stock was issued with other freestanding instruments (i.e., public warrants), the initial carrying value of Class A Common Stock classified as temporary equity is the allocated proceeds based on the guidance in FASB ASC Topic 470-20, “Debt – Debt with Conversion and Other Options.” Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount, which approximates fair value. The change in the carrying value of Class A common stock subject to possible redemption resulted in charges against additional paid-in capital (to the extent available) and accumulated deficit and Class A common stock. As of December 31, 2022 and 2021, the Class A Common Stock reflected on the consolidated balance sheets are reconciled in the following table: Schedule of class A common stock reconciliation December 31, 2022 December 31, 2021 Shares Amount Shares Amount As of beginning of the period 10,326,000 $ 104,292,600 — $ — Gross Proceeds — — 10,326,000 103,260,000 Less: Proceeds allocated to public warrants — — — (9,190,140 ) Issuance costs related to Class A common stock subject to possible redemption — — — (6,791,909 ) Extension redemptions on November 29, 2022 (8,477,497 ) (87,541,322 ) — — Plus: Accretion of carrying value to redemption value — 2,668,274 — 17,014,649 Contingently redeemable Class A common stock subject to possible redemption 1,848,503 $ 19,419,552 10,326,000 $ 104,292,600 Recent Accounting Pronouncements In August 2020, the Financial Accounting Standards Board (“ FASB ASU ASU 2020-06 Management does not believe that any other recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying consolidated financial statements. |
Initial Public Offering
Initial Public Offering | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Initial Public Offering | ||
Initial Public Offering | Note 3 - Initial Public Offering On June 2, 2021, the Company consummated its Initial Public Offering of 10,000,000 one 0.0001 one one 11.50 10.00 100,000,000 On June 17, 2021, the underwriter partially exercised the over-allotment option and purchased an additional 326,000 10.00 3,260,000 | Note 3 — Initial Public Offering On June 2, 2021, the Company consummated its Initial Public Offering of 10,000,000 Units. Each Unit consists of one share of Class A common stock of the Company, par value $ 0.0001 per share (the “ Class A common stock one redeemable warrant of the Company (“ Warrant 11.50 per share. The Units were sold at a price of $ 10.00 per Unit, generating gross proceeds to the Company of $ 100,000,000 . On June 17, 2021, the underwriter partially exercised the over-allotment option and purchased an additional 326,000 10.00 3,260,000 |
Private Placement
Private Placement | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Private Placement | ||
Private Placement | Note 4 - Private Placement On June 2, 2021, simultaneously with the closing of the Initial Public Offering and the sale of the Units, the Company consummated the Private Placement of an aggregate 4,571,000 3,871,000 700,000 1.00 4,571,000 On June 17, 2021, the underwriter partially exercised the over-allotment option and purchased an additional 326,000 97,800 74,980 22,820 1.00 97,800 On June 2, 2022, the Company closed an offering to private investors which included issuance of 1,548,900 1.00 The Private Placement Warrants (and the underlying securities) are identical to the public warrants sold as part of the Units in the Initial Public Offering, except as otherwise disclosed in the Registration Statement. No underwriting discounts or commissions were paid with respect to such sale. The issuance of the Private Placement Warrants was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended. | Note 4 — Private Placement On June 2, 2021, simultaneously with the closing of the Initial Public Offering and the sale of the Units, the Company consummated the Private Placement of an aggregate 4,571,000 3,871,000 700,000 1.00 4,571,000 On June 17, 2021, the underwriter partially exercised the over-allotment option and purchased an additional 326,000 97,800 74,980 22,820 1.00 97,800 On June 2, 2022, the Company closed an offering to private investors which included issuance of 1,548,900 1.00 The Private Placement Warrants (and the underlying securities) are identical to the public warrants sold as part of the Units in the Initial Public Offering, except as otherwise disclosed in the Registration Statement. No underwriting discounts or commissions were paid with respect to such sale. The issuance of the Private Placement Warrants was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended. |
Related Party Transactions
Related Party Transactions | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Related Party Transactions [Abstract] | ||
Related Party Transactions | Note 5 - Related Party Transactions Founder Shares In February 2021, the Original Sponsor paid $ 25,000 2,875,000 11,500,000 20 375,000 326,000 293,500 2,581,500 Concurrently with the issuance of Private Warrants on June 2, 2022, the Original Sponsor committed to transfer 1,200,000 3,600,000 3 In connection with the change in sponsor to Aspire on March 13, 2023, the Company estimated the aggregate fair value of the 2,581,500 464,670 0.18 Upon the closing of the Initial Business Combination, Sponsor shall also convey (i) 250,000 250,000 The Company’s initial stockholders agreed not to transfer, assign or sell any of their Founder Shares until the earlier to occur of: (i) one 12.00 20 30 150 Promissory Notes-Related Party On February 14, 2021, the Original Sponsor agreed to loan the Company up to $ 300,000 448,039 323,039 Related Party Loans In order to finance transaction costs in connection with an intended initial Business Combination, the sponsor, an affiliate of the sponsor or certain of the Company’s officers and directors may, but is not obligated to, loan the Company funds as may be required (the “Working Capital Loans”). If the Company completes an initial Business Combination, the Company would repay such loaned amounts out of the proceeds of the Trust Account released to the Company. Otherwise, such loans would be repaid only out of funds held outside the Trust Account. In the event that the initial Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay such loaned amounts but no proceeds from the Trust Account would be used to repay such loaned amounts. Up to $ 1,500,000 1.00 On May 18, 2023, the Company and the Sponsor, announced that, the Company entered into an unsecured, interest-free promissory note in favor of the Sponsor, pursuant to which the Sponsor will loan the Company $ 30,000 360,000 Administrative Support Agreement The Company has agreed to pay our sponsor a total of $ 10,000 397,667 307,667 30,000 90,000 30,000 90,000 | Note 5 — Related Party Transactions Founder Shares In February 2021, the Original Sponsor paid $ 25,000 2,875,000 11,500,000 20 375,000 326,000 293,500 2,581,500 Concurrently with the issuance of Private Warrants on June 2, 2022, the Original Sponsor committed to transfer 1,200,000 3,600,000 3 The Company’s initial stockholders agreed not to transfer, assign or sell any of their Founder Shares until the earlier to occur of: (i) one 12.00 20 30 150 Promissory Note—Related Party On February 14, 2021, the Original Sponsor agreed to loan the Company up to $ 300,000 to be used for a portion of the expenses of the Initial Public Offering. This loan is non-interest bearing, unsecured and was due at the closing of the Initial Public Offering and the Original Sponsor has not demanded payment of the note through the date of this filing. As of December 31, 2022 and 2021, $ 323,039 and $ 163,039 were outstanding under the promissory note. Related Party Loans In order to finance transaction costs in connection with an intended initial business combination, the New Sponsor, an affiliate of the New Sponsor or certain of the Company’s officers and directors may, but is not obligated to, loan the Company funds as may be required (the “Working Capital Loans”). If the Company completes an initial business combination, the Company would repay such loaned amounts out of the proceeds of the Trust Account released to the Company. Otherwise, such loans would be repaid only out of funds held outside the Trust Account. In the event that the initial business combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay such loaned amounts but no proceeds from the Trust Account would be used to repay such loaned amounts. Up to $ 1,500,000 of such loans may be convertible into Private Placement Warrants of the post Business Combination entity, at a price of $ 1.00 per warrant at the option of the lender. The warrants would be identical to the Private Placement Warrants issued to the Original Sponsor. As of December 31, 2022 and 2021, no such Working Capital Loans were outstanding. Administrative Support Agreement The Company has agreed to pay our sponsor a total of $ 10,000 307,667 62,667 120,000 71,667 |
Promissory Notes
Promissory Notes | 9 Months Ended |
Sep. 30, 2023 | |
Debt Disclosure [Abstract] | |
Promissory Notes | Note 6 - Promissory Notes During 2023, the Company entered into six promissory notes with investors that provide for a maximum aggregate borrowing amount of up to $ 726,500 95,000 On May 23, 2023, the Company or Sponsor entered into a promissory note with Polar Multi-Strategy Master Fund (the “Investor”), pursuant to which the Investor agreed to provide a $ 500,000 500,000 As of September 30, 2023, $ 1,001,500 The Company’s Sponsor transfer of Class A shares to the Investor falls under SAB Topic 5T and thus was recognized in the Company’s records in connection with the funding of the promissory notes as a debt discount totaling $ 113,400 0.18 73,543 |
Derivative Warrant Liabilities
Derivative Warrant Liabilities | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Derivative Warrant Liabilities | ||
Derivative Warrant Liabilities | Note 7 - Derivative Warrant Liabilities As of both September 30, 2023, and December 31, 2022, there were 10,326,000 6,217,700 Public Warrants Each Warrant entitles the holder to purchase one 11.50 9.20 60 20 9.20 115 18.00 180 The warrants will expire at 5:00 p.m., New York City time, five The Company has not registered the shares of Class A common stock issuable upon exercise of the warrants at this time. However, the Company has agreed that as soon as practicable, but in no event later than 15 90 Private Placement Warrants The Private Placement Warrants and the underlying securities are identical to the public warrants sold as part of the Units in the Initial Public Offering, except as otherwise disclosed in the Registration Statement. No underwriting discounts or commissions were paid with respect to such sale. The issuance of the Private Placement Warrants was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended. Redemption of warrants when the price per share of Class A common stock equals or exceeds $ 18.00 Once the warrants become exercisable, the Company may redeem the outstanding warrants (except the Private Placement Warrants): ● in whole and not in part; ● at a price of $ 0.01 ● upon a minimum of 30 ● if, and only if, the last sale price of the Class A common stock equals or exceeds $ 18.00 20 If the Company calls the warrants for redemption as described above, the management will have the option to require all holders that wish to exercise warrants to do so on a “cashless basis.” In determining whether to require all holders to exercise their warrants on a “cashless basis,” the management will consider, among other factors, the cash position, the number of warrants that are outstanding and the dilutive effect on the stockholders of issuing the maximum number of shares of Class A common stock issuable upon the exercise of the warrants. In such event, each holder would pay the exercise price by surrendering the warrants for that number of shares of Class A common stock equal to the quotient obtained by dividing (x) the product of the number of shares of Class A common stock underlying the warrants, multiplied by the difference between the exercise price of the warrants and the “fair market value” (defined below) by (y) the fair market value. The “fair market value” shall mean the average reported last sale price of the Class A common stock for the 10 | Note 6 — Derivative Warrant Liabilities As of both December 31, 2022 and 2021, there were 10,326,000 6,217,700 4,668,800 Public Warrants Each Warrant entitles the holder to purchase one share of the Company’s Class A common stock at a price of $ 11.50 per share, subject to adjustment. In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of the initial business combination at an issue price or effective issue price of less than $ 9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the board of directors and, in the case of any such issuance to the New Sponsor or its affiliates, without taking into account any Founder Shares held by the New Sponsor or its affiliates, prior to such issuance) (the “ Newly Issued Price 60 % of the total equity proceeds, and interest thereon, available for the funding of the initial business combination on the date of the consummation of the initial business combination (net of redemptions), and (z) the volume weighted average trading price of the common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the initial business combination (such price, the “ Market Value 9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115 % of the higher of the Market Value and the Newly Issued Price, and the $ 18.00 per share redemption trigger price described below under “Redemption of warrants” will be adjusted (to the nearest cent) to be equal to 180 % of the higher of the Market Value and the Newly Issued Price. The warrants will expire at 5:00 p.m., New York City time, five years The Company has not registered the shares of Class A common stock issuable upon exercise of the warrants at this time. However, the Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of the initial business combination, the Company will use its best efforts to file with the SEC a registration statement covering the shares of Class A common stock issuable upon exercise of the warrants, to cause such registration statement to become effective and to maintain a current prospectus relating to those shares of Class A common stock until the warrants expire or are redeemed, as specified in the warrant agreement. If a registration statement covering the shares of Class A common stock issuable upon exercise of the warrants is not effective within 90 days after the closing of the initial business combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. Notwithstanding the above, if the Class A common stock is at the time of any exercise of a warrant not listed on a national securities exchange such that it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of public warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, and in the event the Company does not so elect, the Company will use its best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. Private Placement Warrants The Private Placement Warrants and the underlying securities are identical to the public warrants sold as part of the Units in the Initial Public Offering, except as otherwise disclosed in the Registration Statement. No underwriting discounts or commissions were paid with respect to such sale. The issuance of the Private Placement Warrants was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended. Redemption of warrants when the price per share of Class A common stock equals or exceeds $ 18.00 . Once the warrants become exercisable, the Company may redeem the outstanding warrants (except the Private Placement Warrants): ● in whole and not in part; ● at a price of $ 0.01 ● upon a minimum of 30 ● if, and only if, the last sale price of the Class A common stock equals or exceeds $ 18.00 20 If the Company calls the warrants for redemption as described above, the management will have the option to require all holders that wish to exercise warrants to do so on a “cashless basis.” In determining whether to require all holders to exercise their warrants on a “cashless basis,” the management will consider, among other factors, the cash position, the number of warrants that are outstanding and the dilutive effect on the stockholders of issuing the maximum number of shares of Class A common stock issuable upon the exercise of the warrants. In such event, each holder would pay the exercise price by surrendering the warrants for that number of shares of Class A common stock equal to the quotient obtained by dividing (x) the product of the number of shares of Class A common stock underlying the warrants, multiplied by the difference between the exercise price of the warrants and the “fair market value” (defined below) by (y) the fair market value. The “fair market value” shall mean the average reported last sale price of the Class A common stock for the 10 |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | ||
Fair Value Measurements | Note 8 - Fair Value Measurements The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of September 30, 2023 and December 31, 2022, and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value. Schedule of company’s assets and liabilities that are measured at fair value on a recurring basis Quoted Prices In Significant Other Significant Other September 30, Active Markets Observable Inputs Unobservable Inputs 2023 (Level 1) (Level 2) (Level 3) Assets: U.S. Money Market held in Trust Account $ 9,167,017 $ 9,076,719 $ - $ - $ 9,167,017 $ 9,076,719 $ - $ - Liabilities: Warrant Liability- public $ 309,780 $ 309,780 $ - $ - Warrant Liability- private 186,530 - - 186,530 Total Warrant Liability $ 496,310 $ 309,780 $ - $ 186,530 Quoted Prices In Significant Other Significant Other December 31, Active Markets Observable Inputs Unobservable Inputs 2022 (Level 1) (Level 2) (Level 3) Assets: U.S. Money Market held in Trust Account $ 19,429,439 $ 19,429,439 $ - $ - $ 19,429,439 $ 19,429,439 $ - $ - Liabilities: Warrant Liability- public $ 413,040 $ 413,040 $ - $ - Warrant Liability- private 248,707 - - 248,707 Total Warrant Liability $ 661,747 $ 413,040 $ - $ 248,707 Transfers to/from Levels 1, 2, and 3 are recognized at the beginning of the reporting period. During the period from February 3, 2021 (inception) through December 31, 2022, the public warrants began trading separately on July 19, 2021 and thus were transferred from Level 3 to Level 1. Level 1 assets include investments in money market funds and U.S. Treasury securities. The Company uses inputs such as actual trade data, benchmark yields, quoted market prices from dealers or brokers, and other similar sources to determine the fair value of its investments. The Company’s Warrant liability was valued at $ 496,310 661,747 The Company’s Warrant liability is based on a valuation model utilizing management judgment and pricing inputs from observable and unobservable markets with less volume and transaction frequency than active markets. Significant deviations from these estimates and inputs could result in a material change in fair value. The fair value of the public Warrant liability is classified within Level 1 of the fair value hierarchy, as the public warrants are actively traded. The fair value of the private Warrant liability is classified within Level 3 of the fair value hierarchy. Schedule of change in the fair value of the public warrant liability for 2023 and 2022 is as follows: Private Public Warrants Warrants Warrant Level 1 Level 3 Liabilities Warrant liabilities at December 31, 2022 $ 413,040 $ 248,707 $ 661,747 Change in Fair Value 206,520 124,353 330,873 Warrant liabilities at March 31, 2023 619,560 373,060 992,620 Change in Fair Value (206,520 ) (124,353 ) (330,873 ) Warrant liabilities at June 30, 2023 $ 413,040 $ 248,707 $ 661,747 Change in Fair Value (103,260 ) (62,177 ) (165,437 ) Warrant liabilities at September 30, 2023 $ 309,780 $ 186,530 $ 496,310 Private Public Warrants Warrants Warrant Level 1 Level 3 Liabilities Warrant liabilities at December 31, 2021 $ 4,749,960 $ 2,348,406 $ 7,098,366 Change in Fair Value (3,304,320 ) (1,550,042 ) (4,854,362 ) Warrant liabilities at March 31, 2022 1,445,640 798,364 2,244,004 Issuance of Private warrants - 232,335 232,335 Change in Fair Value (413,040 ) (222,399 ) (635,439 ) Warrant liabilities at June 30, 2022 $ 1,032,600 $ 808,300 $ 1,840,900 Change in Fair Value (103,260 ) (205,184 ) (308,445 ) Warrant liabilities at September 30, 2022 $ 929,340 $ 603,117 $ 1,532,455 The Company utilized a binomial Monte-Carlo simulation to estimate the fair value of the public warrants at each reporting period for its warrants that are not actively traded. Inherent in a Monte Carlo simulation are assumptions related to expected share-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its warrants based on implied volatility from the Company’s traded warrants and from historical volatility of select peer company’s common stock that matches the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the warrants. The expected life of the warrants is assumed to be equivalent to their remaining contractual term. The dividend rate is based on the historical rate, which the Company anticipates remaining at zero. The estimated fair value of the Private Placement Warrants is determined using Level 3 inputs. Inherent in a modified Black-Scholes model are assumptions related to expected share-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its warrants based on implied volatility from the Company’s traded warrants and from historical volatility of select peer company’s common stock that matches the expected remaining life of the Warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the warrants. The expected life of the warrants is assumed to be equivalent to their remaining contractual term. The dividend rate is based on the historical rate, which the Company anticipates remaining at zero. The key inputs into the modified Black-Scholes model were as follows: Schedule of quantitative information regarding Level 3 fair value measurements inputs September 30, 2023 December 31, 2022 Risk-free interest rate 4.50 % 3.91 % Expected term (years) 5.09 5.42 Expected volatility 8.1 % 5.30 % Stock price $ 11.02 $ 10.54 Strike price $ 11.50 $ 11.50 Dividend yield 0 % 0 % Probability of business combination 1.50 % 3.00 % | Note 7 — Fair Value Measurements The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of December 31, 2022 and 2021, and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value. Schedule of company’s assets and liabilities that are measured at fair value on a recurring basis. Quoted Prices In Significant Other Significant Other December 31, Active Markets Observable Inputs Unobservable Inputs 2022 (Level 1) (Level 2) (Level 3) Assets: U.S. Money Market held in Trust Account $ 19,429,439 $ 19,429,439 $ — $ — $ 19,429,439 $ 19,429,439 $ — $ — Liabilities: Warrant Liability- public $ 413,040 $ 413,040 $ — $ — Warrant Liability- private $ 248,707 $ — $ — $ 248,707 Total Warrant Liability $ 661,747 $ 413,040 $ — $ 248,707 Quoted Prices In Significant Other Significant Other Active Markets Observable Inputs Unobservable Inputs December 31, 2021 (Level 1) (Level 2) (Level 3) Assets: U.S. Money Market held in Trust Account $ 104,295,948 $ 104,295,948 $ — $ — $ 104,295,948 $ 104,295,948 $ — $ — Liabilities: Warrant Liability- public $ 4,749,960 $ 4,749,960 $ — $ — Warrant Liability- private 2,348,406 — — 2,348,406 Total Warrant Liability $ 7,098,366 $ 4,749,960 $ — $ 2,348,406 Transfers to/from Levels 1, 2, and 3 are recognized at the beginning of the reporting period. During the period from February 3, 2021 (inception) through December 31, 2021, the public warrants began trading separately on July 19, 2021 and thus were transferred from Level 3 to Level 1. Level 1 assets include investments in money market funds and U.S. Treasury securities. The Company uses inputs such as actual trade data, benchmark yields, quoted market prices from dealers or brokers, and other similar sources to determine the fair value of its investments. At December 31, 2022 and 2021, the Company’s Warrant liability was valued at $ 661,747 7,098,366 The Company’s Warrant liability is based on a valuation model utilizing management judgment and pricing inputs from observable and unobservable markets with less volume and transaction frequency than active markets. Significant deviations from these estimates and inputs could result in a material change in fair value. The fair value of the public Warrant liability is classified within Level 1 of the fair value hierarchy, as the public warrants are actively traded. The fair value of the private Warrant liability is classified within Level 3 of the fair value hierarchy. Schedule of change in the fair value of the warrant liabilities Public Warrants Warrants Warrant Level 1 Level 3 Liabilities Warrant liabilities at February 3, 2021 (inception) $ — $ — $ — Issuance of public and private placement warrants in connection with IPO 8,900,000 4,177,894 13,077,894 Issuance of public and private placement warrants in connection with partial exercise of overallotment 290,140 89,390 379,530 Change in Fair Value (4,440,180 ) (1,918,878 ) (6,359,058 ) Warrant liabilities at December 31, 2021 $ 4,749,960 $ 2,348,406 $ 7,098,366 Issuance of Private warrants as part on June 2, 2022 — 232,335 232,335 Change in Fair Value (4,336,920 ) (2,332,034 ) (6,668,954 ) Warrant liabilities at December 31, 2022 $ 413,040 $ 248,707 $ 661,747 The Company utilized a binomial Monte-Carlo simulation to estimate the fair value of the public warrants at each reporting period for its warrants that are not actively traded. Inherent in a Monte Carlo simulation are assumptions related to expected share-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its warrants based on implied volatility from the Company’s traded warrants and from historical volatility of select peer company’s common stock that matches the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the warrants. The expected life of the warrants is assumed to be equivalent to their remaining contractual term. The dividend rate is based on the historical rate, which the Company anticipates remaining at zero The estimated fair value of the Private Placement Warrants is determined using Level 3 inputs. Inherent in a modified Black-Scholes model are assumptions related to expected share-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its warrants based on implied volatility from the Company’s traded warrants and from historical volatility of select peer company’s common stock that matches the expected remaining life of the Warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the warrants. The expected life of the warrants is assumed to be equivalent to their remaining contractual term. The dividend rate is based on the historical rate, which the Company anticipates remaining at zero The key inputs into the modified Black-Scholes model were as follows: Schedule of quantitative information regarding Level 3 fair value measurements inputs June 2, December 31, December 31, 2022 2022 2021 Risk-free interest rate 2.89 % 3.91 % 1.29 % Expected term (years) 5.50 5.42 5.42 Expected volatility 3.8 % 5.3 % 11.0 % Stock price $ 10.08 10.54 $ 9.98 Strike price $ 11.50 11.50 $ 11.50 Dividend yield 0 % 0 % 0 % Probability of business combination 30 % 3.0 % 70 % |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Commitments and Contingencies | Note 9 - Commitments and Contingencies Registration Rights The holders of the Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans (and any shares of common stock issuable upon the exercise of the Private Placement Warrants or warrants issued upon conversion of the working capital loans and upon conversion of the Founder Shares) are entitled to registration rights pursuant to a registration rights agreement signed prior to or on the Effective Date of the Initial Public Offering, requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to shares of Class A common stock). The holders of these securities will be entitled to make up to three Underwriting Agreement The underwriter had a 45 1,500,000 326,000 3,260,000 1,174,000 The underwriter was entitled to an underwriting discount of $ 0.20 2,065,200 3,614,100 Amendment of Underwriting Agreement On December 15, 2021, in order to resolve certain issues and concerns that have arisen between Maxim and the Company, both parties agreed to amend the Underwriting Agreement as follows: (i) the Company and Maxim mutually agreed that the rights of first refusal be deleted and as if no further force and effect, and that Maxim shall have no right of first refusal to act as an underwriter in any future financing event; (ii) as consideration for the waiver of the right of first refusal, if the Company consummates a business combination, the Company shall remit to Maxim a one-time cash payment of $ 2,000,000 326,000 2,000,000 Representative’s Class A Common Stock The Company has issued to Maxim and/or its designees, 103,260 The shares have been deemed compensation by FINRA and are therefore subject to a lock-up for a period of 180 days immediately following the commencement of sales of the offering pursuant to Rule 5110I(1) of FINRA’s Rules. Pursuant to FINRA Rule 5110the(1), these securities will not be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the securities by any person for a period of 180 days immediately following the Effective Date of the registration statement of which the prospectus forms a part, nor may they be sold, transferred, assigned, pledged or hypothecated for a period of 180 days immediately following the commencement of sales of the offering except as permitted by FINRA Rule 5110(e)(2). Right of First Refusal On May 27, 2021, subject to certain conditions, the Company granted Maxim, for a period beginning on the closing of the offering and ending 12 months after the date of the consummation of a business combination, a right of first refusal to act as lead left book-running managing underwriter with at least 75% of the economics; or, in the case of a three-handed deal 50% of the economics, for any and all future public and private equity, convertible and debt offerings for the Company or any of the Company’s successors or subsidiaries. In accordance with FINRA Rule 5110(g)(6), such right of first refusal shall not have a duration of more than three years from the commencement of sales of the Initial Public Offering. Captura Merger Agreement On August 10, 2022, the Company, Merger Sub 1, Original Sponsor, Captura and Geranen entered into the Captura Merger Agreement. Pursuant to the Captura Merger Agreement, upon the closing of the business combination, the parties would effect the merger of Merger Sub 1 with and into the Captura, with the Captura continuing as the surviving entity, as a result of which all of the issued and outstanding capital stock of the Captura shall be exchanged shares of the Class A common stock of the Company upon the terms set forth in the Captura Merger Agreement. On October 13, 2022, the parties to the Captura Merger Agreement mutually terminated the Captura Merger Agreement pursuant to Section 8.1(a) of the Captura Merger Agreement, effective immediately. Neither party was required to pay the other a termination fee as a result of the mutual decision to terminate the Captura Merger Agreement. Majic Merger Agreement On November 15, 2022, the Company entered into the Majic Merger Agreement with Merger Sub 1, Merger Sub 2, ), the Original Sponsor in the capacity as the representative for the stockholders of the Company, Majic, and Jeffrey H. Coats, an individual, in the capacity as the representative for the Majic stockholders. On February 3, 2023, the parties to the Majic Merger Agreement mutually terminated the Majic Merger Agreement pursuant to Section 8.1(a) of the Majic Merger Agreement, effective immediately. Neither party was required to pay the other a termination fee as a result of the mutual decision to terminate the Majic Merger Agreement. Purchase Agreement On March 13, 2023, the Company entered into a Purchase Agreement (the “Purchase Agreement”) with the Original Sponsor and Sponsor pursuant to which Sponsor, or an entity designated by the Sponsor, will purchase from the Original Sponsor 2,581,500 0.0001 5,869,880 0.0001 1.00 Pursuant to the Purchase Agreement, the Sponsor has replaced the Company’s current directors and officers with directors and officers of the Company selected in the Sponsor’s sole discretion. Joseph Adir, Michael Payne, Eric Blair, and Mitchell Gordon resigned as directors of the Company, and Joseph Adir, Charles Baumgartner, Ofer Oz, and Ken Hickling resigned as officers of the Company. Michael Peterson, Donald Fell, Venkatesh Srinivasan, and Siva Saravanan were appointed as directors of the Company. Suren Ajjarapu was appointed Chief Executive Officer and Chairman of the Company, and Francis Knuettel II was appointed as the Company’s Chief Financial Officer. Upon the closing of the Business Combination, Sponsor shall also convey (i) 250,000 250,000 The Purchase Agreement and change in Company directors and officers are further described in the Form 8-K, filed by the Company on March 13, 2023. Regentis Merger Agreement On May 2, 2023, the Company, Merger Sub, and Regentis, entered into the Merger Agreement, pursuant to which, among other things, Merger Sub will merge with and into Regentis, with Regentis continuing as the surviving entity after the Merger, as a result of which Regentis will become a direct, wholly-owned subsidiary of the Company. Subscription Agreement On May 23, 2023, the Company, the Investor, and Sponsor, entered into a Subscription Agreement, pursuant to which, the Sponsor was seeking to raise the Initial Capital Contribution which will in turn be utilized by the Company to cover working capital expenses. In consideration for the Initial Capital Contribution, the Company or Sponsor will issue 500,000 1.00 | Note 8 — Commitments and Contingencies Registration Rights The holders of the Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans (and any shares of common stock issuable upon the exercise of the Private Placement Warrants or warrants issued upon conversion of the working capital loans and upon conversion of the Founder Shares) are entitled to registration rights pursuant to a registration rights agreement signed prior to or on the Effective Date of the Initial Public Offering, requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to shares of Class A common stock). The holders of these securities will be entitled to make up to three demands, excluding short form registration demands, that the Company registers such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the Company’s completion of the initial business combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriter Agreement The underwriter had a 45 1,500,000 326,000 3,260,000 1,174,000 The underwriter was entitled to an underwriting discount of $ 0.20 2,065,200 3,614,100 Amendment of Underwriting Agreement On December 15, 2021, in order to resolve certain issues and concerns that have arisen between Maxim and the Company, both parties have agreed to amend the Underwriting Agreement as follows: (i) The Company and Maxim mutually agreed that the rights of first refusal be deleted and as if no further force and effect. As such, Maxim shall have no right of first refusal to act as an underwriter in any future financing event; (ii) As consideration for the waiver of the right of first refusal, if the Company consummates a business combination, the Company shall remit to Maxim a one-time cash payment of $ 2,000,000 326,000 2,000,000 Representative’s Class A Common Stock The Company has issued to Maxim Group LLC and/or its designees, 103,260 shares of Class A common stock upon the consummation of the Initial Public Offering and the partial exercise of the underwriter’s over-allotment. Maxim has agreed not to transfer, assign or sell any such shares until the completion of the initial business combination. In addition, Maxim has agreed (i) to waive its redemption rights with respect to such shares in connection with the completion of the initial business combination and (ii) to waive its rights to liquidating distributions from the Trust Account with respect to such shares if we fail to complete the initial business combination within 12 months, or up to 18 months if the Company uses the one time option to extend the period of time to consummate a business combination from the closing of the Initial Public Offering. The shares have been deemed compensation by FINRA and are therefore subject to a lock-up for a period of 180 days immediately following the commencement of sales of the offering pursuant to Rule 5110(e)(1) of FINRA’s Rules. Pursuant to FINRA Rule 5110(e)(1), these securities will not be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the securities by any person for a period of 180 days immediately following the Effective Date of the registration statement of which the prospectus forms a part, nor may they be sold, transferred, assigned, pledged or hypothecated for a period of 180 days immediately following the commencement of sales of the offering except as permitted by FINRA Rule 5110(e)(2). Right of First Refusal On May 27, 2021, subject to certain conditions, the Company granted Maxim, for a period beginning on the closing of the offering and ending 12 months after the date of the consummation of a business combination, a right of first refusal to act as lead left book-running managing underwriter with at least 75% of the economics; or, in the case of a three-handed deal 50% of the economics, for any and all future public and private equity, convertible and debt offerings for the Company or any of the Company’s successors or subsidiaries. In accordance with FINRA Rule 5110(g)(6), such right of first refusal shall not have a duration of more than three years from the commencement of sales of the Initial Public Offering. Merger Agreement On August 10, 2022, the Company, OceanTech Merger Sub, Inc., a Delaware corporation, and OceanTech Acquisitions I Sponsors, LLC, the Company’s Original Sponsor, entered into a definitive Agreement and Plan of Merger with Captura Biopharma, Inc., a Delaware corporation (and Michael Geranen, as seller representative. Pursuant to the Merger Agreement, upon the closing of the business combination, the Parties will effect the merger of Merger Sub with and into the Target, with the Target continuing as the surviving entity, as a result of which all of the issued and outstanding capital stock of the Target shall be exchanged shares of the Class A Common Stock of the Company upon the terms set forth in the Merger Agreement. On October 13, 2022, Captura and OceanTech mutually terminated the Merger Agreement pursuant to Section 8.1(a) of the Merger Agreement, effective immediately. Neither party was required to pay the other a termination fee as a result of the mutual decision to terminate the Merger Agreement. Business Combination Agreement On November 15, 2022, OceanTech Acquisitions I Corp., a Delaware corporation entered into a definitive business combination agreement with OceanTech Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of the Company, OceanTech Merger Sub 2, LLC, a Wyoming limited liability company and a wholly-owned subsidiary of the Company (“ Merger Sub 2 Merger Subs Company Representative Target Target Representative On October 13, 2022, Majic and OceanTech mutually terminated the Merger Agreement pursuant to Section 8.1(a) of the Merger Agreement, effective immediately. Neither party was required to pay the other a termination fee as a result of the mutual decision to terminate the Merger Agreement. |
Stockholders_ Deficit
Stockholders’ Deficit | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Equity [Abstract] | ||
Stockholders’ Deficit | Note 10 - Stockholders’ Deficit Preferred Stock - 1,000,000 0.0001 Class A common stock- 100,000,000 0.0001 2,684,760 103,260 812,715 1,848,503 Class B common stock 10,000,000 0.0001 no 2,581,500 326,000 293,500 The Company’s initial stockholders have agreed not to transfer, assign or sell any of their Founder Shares until the earlier to occur of (i) one 12.00 20 30 150 The shares of Class B common stock will automatically convert into shares of Class A common stock at the time of the initial Business Combination on a one-for-one basis 20 Holders of the Class A common stock and holders of the Class B common stock will vote together as a single class on all matters submitted to a vote of the Company’s stockholders, with each share of common stock entitling the holder to one | Note 9 — Stockholders’ Deficit Preferred Stock 1,000,000 0.0001 no Class A common stock 100,000,000 0.0001 103,260 1,848,503 Class B common stock 10,000,000 0.0001 one 2,581,500 326,000 293,500 The Company’s initial stockholders have agreed not to transfer, assign or sell any of their Founder Shares until the earlier to occur of (i) one 12 20 30 150 The shares of Class B common stock will automatically convert into shares of Class A common stock at the time of the initial business combination on a one-for-one basis 20 Holders of the Class A common stock and holders of the Class B common stock will vote together as a single class on all matters submitted to a vote of the Company’s stockholders, with each share of common stock entitling the holder to one |
Subsequent Events
Subsequent Events | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Subsequent Events [Abstract] | ||
Subsequent Events | Note 11 - Subsequent Events The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the condensed financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the condensed financial statements, except as noted below. Promissory Note On October 24, 2023, the Company or Sponsor entered into a promissory note with Investor, pursuant to which the Investor agreed to provide a $250,000 loan to the Company or Sponsor. In consideration of the Initial Capital Contribution, the Company or Sponsor will, upon the closing of the initial business combination, assign and transfer, or cause the assignment and transfer, to Investor Subscription Shares at a rate of one Class A common stock for each $1.00 of Initial Capital Contribution, or the Investor may elect to receive payments in cash. The Subscription Shares, if issued, shall be subject to no transfer restrictions or any other lock-up provisions, earn outs, or other contingencies. The Initial Capital Contribution shall not accrue interest and shall be repaid by the Company, upon the closing of the initial business combination. The Company or Sponsor will pay to the Investor all repayments Sponsor or the Company has received within 5 business days of the closing of the initial business combination. Nasdaq Compliance After the Hearing with Nasdaq, the Company provided a chart listing each of the initial listing requirements and noted how it planned to meet each requirement, as requested by Nasdaq at the Hearing. On October 9, 2023, the Company received a letter from Nasdaq stating that the Panel granted OTEC’s request for an exception until January 2, 2024, subject to the following: (1) On or before October 20, 2023, OTEC shall demonstrate compliance with MVLS Requirement, and (2) On or before January 2, 2024, OTEC shall complete the Business Combination, and establish compliance with Listing Rule 5505. On October 10, 2023, the Company further demonstrated compliance with the MVLS Requirement. On October 12, 2023, the Company received a letter from Nasdaq stating that the Company regained compliance under the MVLS Requirement. As such, this deficiency has been cured and the Company is in compliance with Nasdaq’s MVLS Requirement. The Company anticipates completing the Business Combination pursuant to the Merger Agreement with Regentis and Merger Sub by the end of 2023, and upon such completion, expects to establish compliance with the Public Holder Requirement. The Company does not anticipate that its business operations will be affected and fully intends to regain compliance with the Public Holder Requirement. The Company will monitor its Nasdaq listing and evaluate its available options to regain compliance with Nasdaq. Extension Payment to Trust Account On October 27, 2023, the Company deposited $ 30,000 0.037 Amendment No. 2 to Form S-4 On November 3, 2023, the Company filed Amendment No. 2 to the initial Form S-4 filed on July 10, 2023. | Note 11 — Subsequent Events The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the consolidated financial statements were issued. On February 2, 2023, the Company caused to be deposited $ 125,000 0.067 On March 2, 2023, the Company deposited $ 125,000 0.067 On March 13, 2023, the Company entered into a Purchase Agreement (the “ Purchase Agreement New Sponsor 2,581,500 shares of Class B common stock of the Company (the “ Class B common stock 0.0001 per share and 5,869,800 Private Placement Warrants, each of which is exercisable to purchase one share of Class A common stock of the Company, par value $ 0.0001 per share, for an aggregate purchase price of $ 1.00 (the “ Purchase Price Pursuant to the Purchase Agreement, the New Sponsor has replaced the Company’s current directors and officers with directors and officers of the Company selected in the New Sponsor’s sole discretion. Joseph Adir, Michael Payne, Eric Blair, and Mitchell Gordon resigned as directors of the Company, and Joseph Adir, Charles Baumgartner, Ofer Oz, and Ken Hickling resigned as officers of the Company. Michael Peterson, Donald Fell, Venkatesh Srinivasan, and Siva Saravanan were appointed as directors of the Company. Suren Ajjarapu was appointed Chief Executive Officer and Chairman of the Company, and Francis Knuettel II was appointed as the Company’s Chief Financial Officer. The Purchase Agreement and change in Company directors and officers are further described in the Form 8-K, filed by the Company on March 13, 2023. |
Income Tax
Income Tax | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Tax | Note 10 – Income Tax The Company’s net deferred tax assets (liability) at December 31, 2022 and 2021 are as follows: Schedule of Company’s net deferred tax assets December 31, December 31, 2022 2021 Deferred tax assets (liability) Net operating loss carryforward $ 7,840 $ 37,500 Startup/Organization Expenses 807,889 550,983 Total deferred tax assets (liability) 815,729 588,483 Valuation Allowance (815,729 ) (588,483 ) Deferred tax assets (liability) $ — $ — The income tax provision for the year ended December 31, 2022 and for the period from February 3, 2021 (inception) through December 31, 2021 consists of the following: Schedule of income tax provision December 31, December 31, 2022 2021 Federal Current $ — $ — Deferred (227,246 ) (588,483 ) State and Local Current — — Deferred — — Change in valuation allowance 227,246 588,483 Income tax provision $ — $ — As of December 31, 2022, and 2021, the Company had $ 37,331 178,570 80 In assessing the realization of the deferred tax assets, management considers whether it is more likely than not that some portion of all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. After consideration of all of the information available, management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance. For the year ended December 31, 2022, the change in the valuation allowance was $ 227,246 A reconciliation of the federal income tax rate to the Company’s effective tax rate at December 31, 2022 and 2021 is as follows: Schedule of reconciliation of the federal income tax rate to the Company’s effective tax rate December 31, December 31, 2022 2021 Statutory federal income tax rate 21.00 % 21.00 % Change in fair value of warrants (71.27 )% (46.59 )% Transaction costs allocated to warrants 38.48 % — Non-deductible expenses 0.23 % — Warrant issuance costs 0.00 % 5.06 % Valuation allowance 11.56 % 20.53 % Income tax provision 0.00 % 0.00 % The Company’s effective tax rates for the periods presented differ from the expected (statutory) rates due to transaction costs related to warrants, change in FV of warrants and the recording of full valuation allowances on deferred tax assets and permanent differences. The Company files income tax returns in the U.S. federal jurisdiction in various state and local jurisdictions and is subject to examination by the various taxing authorities, since inception. The Company considers the U.S. Federal jurisdiction and the State of New York as significant tax jurisdictions. Additionally, the Company has also incurred $ 200,000 181,918 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Accounting Policies [Abstract] | ||
Basis of Presentation | Basis of Presentation The accompanying unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the Securities and Exchange Commission (the “SEC”). Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of the Company’s management, the unaudited financial statements as of September 30, 2023, and for the three and six months ended September 30, 2023 include all adjustments, which are only of a normal and recurring nature, necessary for a fair statement of the financial position of the Company as of September 30, 2023, and its results of operations and cash flows for the three and nine months ended September 30, 2023. The results of operations for the three and nine months ended September 30, 2023, are not necessarily indicative of the results to be expected for the full fiscal year ending December 31, 2023 or any future interim period. | Basis of Presentation The accompanying financial statement is presented in conformity with accounting principles generally accepted in the United States of America (“ GAAP |
Principles of Consolidation | Principles of Consolidation The accompanying condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, Merger Sub 1 and Merger Sub 2. All significant intercompany balances and transactions have been eliminated in consolidation. | Principles of Consolidation The accompanying consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of the Company and OceanTech Merger Sub 2, LLC, a Wyoming limited liability company and a wholly-owned subsidiary of the Company. All significant intercompany balances and transactions have been eliminated in consolidation. |
Emerging Growth Company | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley 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 stockholder approval of any golden parachute payments not previously approved. Further, Section102(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 an emerging growth 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 unaudited condensed consolidated 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. | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012, (the “ JOBS Act 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 statement 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 consolidated financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these consolidated financial statements is the determination of fair value of the warrant liabilities. Such estimates may be subject to change as more current information becomes available and accordingly, the actual results could differ significantly from those estimates. | Use of Estimates The preparation of the consolidated financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these consolidated financial statements is the determination of fair value of the warrant liabilities. Such estimates may be subject to change as more current information becomes available and accordingly, the actual results could differ significantly from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not | 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 not have cash equivalents as of December 31, 2022 and 2021. |
Trust Account | Trust Account Upon the closing of the Initial Public Offering and the Private Placement, $ 104.3 million 10.10 Upon closing of the offering of the Private Warrants on June 2, 2022 (as described above) an additional $ 1.5 0.15 In connection with the extension vote at the special meeting of stockholders of the Company on November 29, 2022, stockholders holding 8,477,497 87,541,321 10.32 On December 1, 2022, the Company caused to be deposited $ 125,000 0.067 On December 30, 2022, The Company caused to be deposited $ 125,000 0.067 On February 2, 2023, the Company caused to be deposited $ 125,000 0.067 On March 2, 2023, the Company caused to be deposited $ 125,000 0.067 On March 31, 2023, the Company caused to be deposited $ 125,000 0.067 On May 2, 2023, the Company caused to be deposited $ 125,000 0.067 On June 1, 2023, the Company caused to be deposited $ 30,000 0.037 On June 27, 2023, the Company caused to be deposited $ 30,000 0.037 On July 28, 2023, the Company caused to be deposited $ 30,000 0.037 On August 30, 2023, the Company caused to be deposited $ 30,000 0.037 On September 27, 2023, the Company caused to be deposited $ 30,000 0.037 | Trust Account Upon the closing of the Initial Public Offering and the Private Placement, $ 104.3 million 10.10 Trust Account Investment Company Act Upon closing of the offering of the Private warrants on June 2, 2022 (as described above) an additional $ 1.5 0.15 In connection with the Extension Meeting on November 29, 2022, stockholders holding 8,477,497 87,541,321.66 10.32 On December 1, 2022, the Company caused to be deposited $ 125,000 0.067 On December 30, 2022, the Company caused to be deposited $ 125,000 0.067 |
Offering Costs | Offering Costs Offering costs consisted of legal, accounting, underwriting and other costs incurred that were directly related to the Initial Public Offering. Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with warrant liabilities are expensed as incurred, presented as non-operating expenses in the unaudited condensed consolidated statements of operations. Offering costs associated with the issuance of Class A common stock subject to possible redemption were charged to temporary equity upon the completion of the Initial Public Offering. The Company classifies deferred underwriting commissions as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities. In connection with the Extension payment on June 2, 2022, the Original Sponsor transferred 1,200,000 | Offering Costs Offering costs consisted of legal, accounting, underwriting and other costs incurred that were directly related to the Initial Public Offering. Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with warrant liabilities are expensed as incurred, presented as non-operating expenses in the consolidated statements of operations. Offering costs associated with the issuance of Class A common stock subject to possible redemption were charged to temporary equity upon the completion of the Initial Public Offering. The Company classifies deferred underwriting commissions as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities. In connection with the Extension payment on June 2, 2022, the Original Sponsor transferred 1,200,000 of previously issued Class B shares (the “ Founder Shares |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheets, primarily due to its short-term nature. | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheets, primarily due to its short-term nature. |
Derivative Financial Instruments | Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with changes in the fair value reported in the unaudited condensed consolidated statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the balance sheets as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. | Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with changes in the fair value reported in the consolidated statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the consolidated balance sheets as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. |
Fair Value Measurements | Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid to transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. | Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid to transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. |
Net Income per Common Share | Net (Loss) Income Per Common Stock The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares, which are referred to as Class A common stock and Class B common stock. Income and losses are shared pro rata between the two classes of shares. Net (loss) income per common stock is calculated by dividing the net (loss) income by the weighted average shares of common stock outstanding for the respective period. The calculation of diluted net (loss) income does not consider the effect of the warrants underlying the Units sold in the Initial Public Offering and the private placement warrants to purchase an aggregate of 16,543,700 The basic and diluted (loss) income per common stock is calculated as follows: For the Three Months Ended September 30, 2023 2022 Common stock subject to possible redemption Numerator: Net (loss) income allocable to Class A common stock subject to possible redemption $ (93,776 ) $ 3,244 Denominator: Weighted Average Redeemable Class A common stock, basic and diluted 812,715 10,326,000 Basic and Diluted net (loss) income per share, redeemable Class A common stock $ (0.12 ) $ 0.00 Non-redeemable common stock Numerator: Net (loss) income allocable to non-redeemable common stock $ (309,786 ) $ 844 Denominator: Weighted Average non-redeemable common stock, basic and diluted 2,684,760 2,684,760 Basic and diluted net (loss) income per share, common stock $ (0.12 ) $ 0.00 For the Nine Months Ended September 30, 2023 2022 Common stock subject to possible redemption Numerator: Net (loss) income allocable to Class A common stock subject to possible redemption $ (677,336 ) $ 967,807 Denominator: Weighted Average Redeemable Class A common stock, basic and diluted 1,381,829 10,326,000 Basic and Diluted net (loss) income per share, redeemable Class A common stock $ (0.49 ) $ 0.09 Non-redeemable common stock Numerator: Net (loss) income allocable to non-redeemable common stock $ (1,315,997 ) $ 251,630 Denominator: Weighted Average non-redeemable common stock, basic and diluted 2,684,760 2,684,760 Basic and diluted net (loss) income per share, common stock $ (0.49 ) $ 0.09 | Net Income per Common Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares, which are referred to as Class A common stock and Class B common stock. Income and losses are shared pro rata between the two classes of shares. Net income per common stock is calculated by dividing the net income by the weighted average shares of common stock outstanding for the respective period. The calculation of diluted net income does not consider the effect of the warrants underlying the Units sold in the Initial Public Offering and the private placement warrants to purchase an aggregate of 16,543,700 shares for the year ended December 31, 2022 and 14,994,800 shares for the period from February 3, 2021 (inception) through December 31, 2021 of Class A common stock subject to possible redemption in the calculation of diluted income per share, because they are contingent on future events and their inclusion would be anti-dilutive under the treasury stock method. As a result, diluted net income per share is the same as basic net income per share for the year ended December 31, 2022 and for the period from February 3, 2021 (inception) through December 31, 2021. Accretion associated with the redeemable Class A common stock is excluded from earnings per share as the redemption value approximates fair value. The basic and diluted income per common stock is calculated as follows: For the period For the Year from February 3, 2021 Ended (inception) Through December 31, 2022 December 31, 2021 Common stock subject to possible redemption Numerator: Net income allocable to Class A common stock subject to possible redemption $ 1,534,917 $ 2,287,263 Denominator: Weighted Average Redeemable Class A common stock, basic and diluted 9,582,767 10,326,000 Basic and Diluted net income per share, redeemable Class A common stock $ 0.16 $ 0.22 Non-redeemable common stock Numerator: Net income allocable to non-redeemable common stock $ 430,031 $ 578,954 Denominator: Weighted Average non-redeemable common stock, basic and diluted 2,684,760 2,613,724 Basic and diluted net income per share, common stock $ 0.16 $ 0.22 |
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 consolidated 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. Our effective tax rate was ( 11.93 0.00 4.28 0.00 21 While ASC 740 identifies usage of an effective annual tax rate for purposes of an interim provision, it does allow for estimating individual elements in the current period if they are significant, unusual or infrequent. Computing the effective tax rate for the Company is complicated due to the potential impact of the timing of any Business Combination expenses and the actual interest income that will be recognized during the year. The Company has taken a position as to the calculation of income tax expense in a current period based on ASC 740-270-25-3 which states, “If an entity is unable to estimate a part of its ordinary income (or loss) or the related tax (benefit) but is otherwise able to make a reasonable estimate, the tax (or benefit) applicable to the item that cannot be estimated shall be reported in the interim period in which the item is reported.” The Company believes its calculation to be a reliable estimate and allows it to properly take into account the usual elements that can impact its annualized book income and its impact on the effective tax rate. As such, the Company is computing its taxable income (loss) and associated income tax provision based on actual results through September 30, 2023. 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 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. | Income Taxes The Company accounts for income taxes under FASB ASC 740, “Income Taxes” (“ ASC 740 ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s consolidated 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 as its only “major” tax jurisdiction. The Company is subject to income tax examinations 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. |
Redeemable Share Classification | Redeemable Share Classification All of the 10,326,000 Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount, which approximates fair value. The change in the carrying value of Class A common stock subject to possible redemption resulted in charges against additional paid-in capital (to the extent available) and accumulated deficit and Class A common stock. As of September 30, 2023 and December 31, 2022, the Class A common stock reflected on the balance sheets are reconciled in the following table: September 30, 2023 December 31, 2022 Shares Amount Shares Amount As of beginning of the period 1,848,503 $ 19,419,552 10,326,000 $ 104,292,600 Less: Extension redemptions on May 27, 2023 and November 29, 2022, respectively (1,035,788 ) (11,233,821 ) (8,477,497 ) (87,541,322 ) Plus: Remeasurement of carrying value to redemption value attributable to: Accretion of carrying value to redemption value - 981,286 - 2,668,274 Contingently redeemable Class A common stock subject to possible redemption 812,715 $ 9,167,017 1,848,503 $ 19,419,552 | Redeemable Share Classification All of the 10,326,000 Class A Common Stock sold as part of the Units in the Initial Public Offering 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 amended and restated 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. Given that the Class A common stock was issued with other freestanding instruments (i.e., public warrants), the initial carrying value of Class A Common Stock classified as temporary equity is the allocated proceeds based on the guidance in FASB ASC Topic 470-20, “Debt – Debt with Conversion and Other Options.” Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount, which approximates fair value. The change in the carrying value of Class A common stock subject to possible redemption resulted in charges against additional paid-in capital (to the extent available) and accumulated deficit and Class A common stock. As of December 31, 2022 and 2021, the Class A Common Stock reflected on the consolidated balance sheets are reconciled in the following table: Schedule of class A common stock reconciliation December 31, 2022 December 31, 2021 Shares Amount Shares Amount As of beginning of the period 10,326,000 $ 104,292,600 — $ — Gross Proceeds — — 10,326,000 103,260,000 Less: Proceeds allocated to public warrants — — — (9,190,140 ) Issuance costs related to Class A common stock subject to possible redemption — — — (6,791,909 ) Extension redemptions on November 29, 2022 (8,477,497 ) (87,541,322 ) — — Plus: Accretion of carrying value to redemption value — 2,668,274 — 17,014,649 Contingently redeemable Class A common stock subject to possible redemption 1,848,503 $ 19,419,552 10,326,000 $ 104,292,600 |
Receivable from Sponsor and Payable to Trust Account | Receivable from Sponsor and Payable to Trust Account During the nine months ended September 30, 2023, the Company erroneously overdrew from the Trust Account amounts allocated for tax payments. Accordingly, at September 30, 2023, the Company had an amount payable to the Trust Account in the amount of $ 90,298 | |
Debt discounts | Debt discounts Debt discounts relate to the issuance costs of the promissory notes to non-related parties (see Note 6), and are included in the condensed consolidated balance sheets as a direct deduction from the face amount of the promissory notes. Debt discounts are amortized over the term of the related promissory notes and included in the interest expense. | |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In August 2020, the FASB issued Accounting Standards Update (“ASU”) 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective for fiscal years beginning after December 15, 2023 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company is currently assessing the impact, if any, that ASU 2020-06 would have on its financial position, results of operations or cash flows. Management does not believe that any other recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying unaudited condensed consolidated financial statements. | Recent Accounting Pronouncements In August 2020, the Financial Accounting Standards Board (“ FASB ASU ASU 2020-06 Management does not believe that any other recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying consolidated financial statements. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Accounting Policies [Abstract] | ||
The basic and diluted income per common stock is calculated as follows: | The basic and diluted (loss) income per common stock is calculated as follows: For the Three Months Ended September 30, 2023 2022 Common stock subject to possible redemption Numerator: Net (loss) income allocable to Class A common stock subject to possible redemption $ (93,776 ) $ 3,244 Denominator: Weighted Average Redeemable Class A common stock, basic and diluted 812,715 10,326,000 Basic and Diluted net (loss) income per share, redeemable Class A common stock $ (0.12 ) $ 0.00 Non-redeemable common stock Numerator: Net (loss) income allocable to non-redeemable common stock $ (309,786 ) $ 844 Denominator: Weighted Average non-redeemable common stock, basic and diluted 2,684,760 2,684,760 Basic and diluted net (loss) income per share, common stock $ (0.12 ) $ 0.00 For the Nine Months Ended September 30, 2023 2022 Common stock subject to possible redemption Numerator: Net (loss) income allocable to Class A common stock subject to possible redemption $ (677,336 ) $ 967,807 Denominator: Weighted Average Redeemable Class A common stock, basic and diluted 1,381,829 10,326,000 Basic and Diluted net (loss) income per share, redeemable Class A common stock $ (0.49 ) $ 0.09 Non-redeemable common stock Numerator: Net (loss) income allocable to non-redeemable common stock $ (1,315,997 ) $ 251,630 Denominator: Weighted Average non-redeemable common stock, basic and diluted 2,684,760 2,684,760 Basic and diluted net (loss) income per share, common stock $ (0.49 ) $ 0.09 | The basic and diluted income per common stock is calculated as follows: For the period For the Year from February 3, 2021 Ended (inception) Through December 31, 2022 December 31, 2021 Common stock subject to possible redemption Numerator: Net income allocable to Class A common stock subject to possible redemption $ 1,534,917 $ 2,287,263 Denominator: Weighted Average Redeemable Class A common stock, basic and diluted 9,582,767 10,326,000 Basic and Diluted net income per share, redeemable Class A common stock $ 0.16 $ 0.22 Non-redeemable common stock Numerator: Net income allocable to non-redeemable common stock $ 430,031 $ 578,954 Denominator: Weighted Average non-redeemable common stock, basic and diluted 2,684,760 2,613,724 Basic and diluted net income per share, common stock $ 0.16 $ 0.22 |
Schedule of class A common stock reconciliation | As of September 30, 2023 and December 31, 2022, the Class A common stock reflected on the balance sheets are reconciled in the following table: September 30, 2023 December 31, 2022 Shares Amount Shares Amount As of beginning of the period 1,848,503 $ 19,419,552 10,326,000 $ 104,292,600 Less: Extension redemptions on May 27, 2023 and November 29, 2022, respectively (1,035,788 ) (11,233,821 ) (8,477,497 ) (87,541,322 ) Plus: Remeasurement of carrying value to redemption value attributable to: Accretion of carrying value to redemption value - 981,286 - 2,668,274 Contingently redeemable Class A common stock subject to possible redemption 812,715 $ 9,167,017 1,848,503 $ 19,419,552 | As of December 31, 2022 and 2021, the Class A Common Stock reflected on the consolidated balance sheets are reconciled in the following table: Schedule of class A common stock reconciliation December 31, 2022 December 31, 2021 Shares Amount Shares Amount As of beginning of the period 10,326,000 $ 104,292,600 — $ — Gross Proceeds — — 10,326,000 103,260,000 Less: Proceeds allocated to public warrants — — — (9,190,140 ) Issuance costs related to Class A common stock subject to possible redemption — — — (6,791,909 ) Extension redemptions on November 29, 2022 (8,477,497 ) (87,541,322 ) — — Plus: Accretion of carrying value to redemption value — 2,668,274 — 17,014,649 Contingently redeemable Class A common stock subject to possible redemption 1,848,503 $ 19,419,552 10,326,000 $ 104,292,600 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | ||
Schedule of company’s assets and liabilities that are measured at fair value on a recurring basis. | The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of September 30, 2023 and December 31, 2022, and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value. Schedule of company’s assets and liabilities that are measured at fair value on a recurring basis Quoted Prices In Significant Other Significant Other September 30, Active Markets Observable Inputs Unobservable Inputs 2023 (Level 1) (Level 2) (Level 3) Assets: U.S. Money Market held in Trust Account $ 9,167,017 $ 9,076,719 $ - $ - $ 9,167,017 $ 9,076,719 $ - $ - Liabilities: Warrant Liability- public $ 309,780 $ 309,780 $ - $ - Warrant Liability- private 186,530 - - 186,530 Total Warrant Liability $ 496,310 $ 309,780 $ - $ 186,530 Quoted Prices In Significant Other Significant Other December 31, Active Markets Observable Inputs Unobservable Inputs 2022 (Level 1) (Level 2) (Level 3) Assets: U.S. Money Market held in Trust Account $ 19,429,439 $ 19,429,439 $ - $ - $ 19,429,439 $ 19,429,439 $ - $ - Liabilities: Warrant Liability- public $ 413,040 $ 413,040 $ - $ - Warrant Liability- private 248,707 - - 248,707 Total Warrant Liability $ 661,747 $ 413,040 $ - $ 248,707 | The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of December 31, 2022 and 2021, and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value. Schedule of company’s assets and liabilities that are measured at fair value on a recurring basis. Quoted Prices In Significant Other Significant Other December 31, Active Markets Observable Inputs Unobservable Inputs 2022 (Level 1) (Level 2) (Level 3) Assets: U.S. Money Market held in Trust Account $ 19,429,439 $ 19,429,439 $ — $ — $ 19,429,439 $ 19,429,439 $ — $ — Liabilities: Warrant Liability- public $ 413,040 $ 413,040 $ — $ — Warrant Liability- private $ 248,707 $ — $ — $ 248,707 Total Warrant Liability $ 661,747 $ 413,040 $ — $ 248,707 Quoted Prices In Significant Other Significant Other Active Markets Observable Inputs Unobservable Inputs December 31, 2021 (Level 1) (Level 2) (Level 3) Assets: U.S. Money Market held in Trust Account $ 104,295,948 $ 104,295,948 $ — $ — $ 104,295,948 $ 104,295,948 $ — $ — Liabilities: Warrant Liability- public $ 4,749,960 $ 4,749,960 $ — $ — Warrant Liability- private 2,348,406 — — 2,348,406 Total Warrant Liability $ 7,098,366 $ 4,749,960 $ — $ 2,348,406 |
Schedule of change in the fair value of the warrant liabilities | The Company’s Warrant liability is based on a valuation model utilizing management judgment and pricing inputs from observable and unobservable markets with less volume and transaction frequency than active markets. Significant deviations from these estimates and inputs could result in a material change in fair value. The fair value of the public Warrant liability is classified within Level 1 of the fair value hierarchy, as the public warrants are actively traded. The fair value of the private Warrant liability is classified within Level 3 of the fair value hierarchy. Schedule of change in the fair value of the public warrant liability for 2023 and 2022 is as follows: Private Public Warrants Warrants Warrant Level 1 Level 3 Liabilities Warrant liabilities at December 31, 2022 $ 413,040 $ 248,707 $ 661,747 Change in Fair Value 206,520 124,353 330,873 Warrant liabilities at March 31, 2023 619,560 373,060 992,620 Change in Fair Value (206,520 ) (124,353 ) (330,873 ) Warrant liabilities at June 30, 2023 $ 413,040 $ 248,707 $ 661,747 Change in Fair Value (103,260 ) (62,177 ) (165,437 ) Warrant liabilities at September 30, 2023 $ 309,780 $ 186,530 $ 496,310 Private Public Warrants Warrants Warrant Level 1 Level 3 Liabilities Warrant liabilities at December 31, 2021 $ 4,749,960 $ 2,348,406 $ 7,098,366 Change in Fair Value (3,304,320 ) (1,550,042 ) (4,854,362 ) Warrant liabilities at March 31, 2022 1,445,640 798,364 2,244,004 Issuance of Private warrants - 232,335 232,335 Change in Fair Value (413,040 ) (222,399 ) (635,439 ) Warrant liabilities at June 30, 2022 $ 1,032,600 $ 808,300 $ 1,840,900 Change in Fair Value (103,260 ) (205,184 ) (308,445 ) Warrant liabilities at September 30, 2022 $ 929,340 $ 603,117 $ 1,532,455 | Schedule of change in the fair value of the warrant liabilities Public Warrants Warrants Warrant Level 1 Level 3 Liabilities Warrant liabilities at February 3, 2021 (inception) $ — $ — $ — Issuance of public and private placement warrants in connection with IPO 8,900,000 4,177,894 13,077,894 Issuance of public and private placement warrants in connection with partial exercise of overallotment 290,140 89,390 379,530 Change in Fair Value (4,440,180 ) (1,918,878 ) (6,359,058 ) Warrant liabilities at December 31, 2021 $ 4,749,960 $ 2,348,406 $ 7,098,366 Issuance of Private warrants as part on June 2, 2022 — 232,335 232,335 Change in Fair Value (4,336,920 ) (2,332,034 ) (6,668,954 ) Warrant liabilities at December 31, 2022 $ 413,040 $ 248,707 $ 661,747 |
Schedule of quantitative information regarding Level 3 fair value measurements inputs | The key inputs into the modified Black-Scholes model were as follows: Schedule of quantitative information regarding Level 3 fair value measurements inputs September 30, 2023 December 31, 2022 Risk-free interest rate 4.50 % 3.91 % Expected term (years) 5.09 5.42 Expected volatility 8.1 % 5.30 % Stock price $ 11.02 $ 10.54 Strike price $ 11.50 $ 11.50 Dividend yield 0 % 0 % Probability of business combination 1.50 % 3.00 % | The key inputs into the modified Black-Scholes model were as follows: Schedule of quantitative information regarding Level 3 fair value measurements inputs June 2, December 31, December 31, 2022 2022 2021 Risk-free interest rate 2.89 % 3.91 % 1.29 % Expected term (years) 5.50 5.42 5.42 Expected volatility 3.8 % 5.3 % 11.0 % Stock price $ 10.08 10.54 $ 9.98 Strike price $ 11.50 11.50 $ 11.50 Dividend yield 0 % 0 % 0 % Probability of business combination 30 % 3.0 % 70 % |
Income Tax (Tables)
Income Tax (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Schedule of Company’s net deferred tax assets | Schedule of Company’s net deferred tax assets December 31, December 31, 2022 2021 Deferred tax assets (liability) Net operating loss carryforward $ 7,840 $ 37,500 Startup/Organization Expenses 807,889 550,983 Total deferred tax assets (liability) 815,729 588,483 Valuation Allowance (815,729 ) (588,483 ) Deferred tax assets (liability) $ — $ — |
Schedule of income tax provision | Schedule of income tax provision December 31, December 31, 2022 2021 Federal Current $ — $ — Deferred (227,246 ) (588,483 ) State and Local Current — — Deferred — — Change in valuation allowance 227,246 588,483 Income tax provision $ — $ — |
Schedule of reconciliation of the federal income tax rate to the Company’s effective tax rate | Schedule of reconciliation of the federal income tax rate to the Company’s effective tax rate December 31, December 31, 2022 2021 Statutory federal income tax rate 21.00 % 21.00 % Change in fair value of warrants (71.27 )% (46.59 )% Transaction costs allocated to warrants 38.48 % — Non-deductible expenses 0.23 % — Warrant issuance costs 0.00 % 5.06 % Valuation allowance 11.56 % 20.53 % Income tax provision 0.00 % 0.00 % |
Description of Organization a_2
Description of Organization and Business Operations (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 11 Months Ended | 12 Months Ended | |||||||||||||||||||||||||||||
Jul. 27, 2023 | Jul. 07, 2023 | May 30, 2023 | May 30, 2023 | May 18, 2023 | Nov. 29, 2022 | Jun. 17, 2021 | Jun. 17, 2021 | Jun. 02, 2021 | Feb. 28, 2021 | Jun. 30, 2023 | Sep. 30, 2023 | Dec. 31, 2021 | Dec. 31, 2022 | Oct. 27, 2023 | Sep. 27, 2023 | Sep. 05, 2023 | Aug. 31, 2023 | Aug. 30, 2023 | Aug. 28, 2023 | Aug. 08, 2023 | Jul. 28, 2023 | Jun. 27, 2023 | Jun. 01, 2023 | May 02, 2023 | Mar. 31, 2023 | Mar. 13, 2023 | Mar. 02, 2023 | Feb. 02, 2023 | Dec. 30, 2022 | Dec. 01, 2022 | Aug. 10, 2022 | Jun. 02, 2022 | Jun. 18, 2021 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||||||||||||||||||||||||
Condition for future business combination number of businesses minimum | 1 | 1 | ||||||||||||||||||||||||||||||||
Sponsor fees | $ 30,000 | |||||||||||||||||||||||||||||||||
Purchase price, per unit | $ 10.32 | |||||||||||||||||||||||||||||||||
Proceeds from initial public offering, net of underwriting discount | $ 100,909,536 | |||||||||||||||||||||||||||||||||
Proceeds from sale of Private Placement Warrants | 9,190,140 | |||||||||||||||||||||||||||||||||
Transaction costs | $ 690,542 | 690,542 | ||||||||||||||||||||||||||||||||
Underwriting discount | 2,065,200 | 2,065,200 | ||||||||||||||||||||||||||||||||
Deferred underwriting discount | 3,614,100 | 3,614,100 | ||||||||||||||||||||||||||||||||
Fair value of underwriter shares | 1,033,633 | 1,033,633 | ||||||||||||||||||||||||||||||||
Other offering costs | 769,518 | 769,518 | ||||||||||||||||||||||||||||||||
Transaction costs including accumulated deficit | $ 6,791,909 | 6,791,909 | ||||||||||||||||||||||||||||||||
Condition for future business combination threshold net tangible assets | 5,000,001 | $ 5,000,001 | ||||||||||||||||||||||||||||||||
Share price | $ 0.067 | $ 0.037 | $ 0.037 | $ 0.037 | $ 0.037 | $ 0.037 | $ 0.067 | $ 0.067 | $ 0.067 | $ 0.067 | $ 0.067 | $ 0.067 | ||||||||||||||||||||||
Amount trust account on each public shares | $ 125,000 | |||||||||||||||||||||||||||||||||
Assets held in trust | $ 87,541,322 | $ 30,000 | $ 30,000 | $ 30,000 | $ 30,000 | $ 30,000 | $ 125,000 | $ 125,000 | $ 125,000 | $ 125,000 | $ 125,000 | $ 125,000 | ||||||||||||||||||||||
Sponsor fees, description | the Company and Sponsor, announced that, the Company entered into an unsecured, interest-free promissory note in favor of the Sponsor, pursuant to which the Sponsor will loan the Company $30,000 per month for up to 12, 1-month extensions, up to an aggregate of $360,000. (See below regarding the current extensions exercised.) | |||||||||||||||||||||||||||||||||
Aggregate value | $ 360,000 | |||||||||||||||||||||||||||||||||
Business combination term | 100% of the Company’s Class A common stock included as part of the units sold in the Initial Public Offering. In connection with each Extension, the Company or Sponsor (or its affiliates or permitted designees) is required to deposit into the Trust Account $30,000 (collectively, the “Extension Payments”), and the Sponsor made a non-interest bearing, unsecured loan to the Company in the aggregate of $360,000 for payment of the Extension Payments. | |||||||||||||||||||||||||||||||||
Common Stock, Voting Rights | the voting on the Extension Amendment Proposal and the Trust Amendment Proposal at this special meeting, holders of 1,035,788 shares of Class A common stock (the “Redeeming Stockholder”) exercised the right to redeem such shares. On June 2, 2023, the Company made cash payments to the Redeeming Stockholders totaling $11,233,821, representing approximately $10.84 per share. Following such payments to the Redeeming Stockholders, the Trust Account had a balance of approximately $8,814,443. The Company’s remaining shares of Class A common stock outstanding were 812,715. | |||||||||||||||||||||||||||||||||
Other description | On July 27, 2023, the Company filed a Current Report on Form 8-K stating that the Company fully intends to appeal such determination by requesting a hearing to the Hearings Panel (the “Panel”), pursuant to the procedures set forth in the Nasdaq Listing Rule 5800 Series to stay the suspension of the Company’s securities and the filing of the Form 25-NSE pending the Panel’s decision, and on such date the Company requested the hearing, and wired the $20,000 fee to Nasdaq for the hearing, prior to 4:00 p.m. Eastern Time on August 1, 2023, as required in the Delisting Letter. The hearing with the Panel was then scheduled for September 21, 2023 (the “Hearing”). | |||||||||||||||||||||||||||||||||
Addition securities | $ 28,706,280 | $ 38,891,922 | ||||||||||||||||||||||||||||||||
Marketable securities current | $ 10,185,642 | $ 35,000,000 | ||||||||||||||||||||||||||||||||
Stock closing price, per share | $ 11.12 | |||||||||||||||||||||||||||||||||
Cash | $ 74,916 | 35,806 | ||||||||||||||||||||||||||||||||
Working capital deficit | 4,873,521 | 2,209,084 | ||||||||||||||||||||||||||||||||
Aggregate purchase price | 25,000 | |||||||||||||||||||||||||||||||||
Number of common shares elected to redeem | 1,035,788 | |||||||||||||||||||||||||||||||||
Liability on trust redemptions | $ (112,338) | 112,338 | ||||||||||||||||||||||||||||||||
Aggregate Net Working Capital Deficit | 200,000,000 | |||||||||||||||||||||||||||||||||
Promissory Note with Related Party [Member] | ||||||||||||||||||||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||||||||||||||||||||||||
Repayments of related party advances | 1,375,996 | 323,039 | ||||||||||||||||||||||||||||||||
Maximum [Member] | Merger Agreement [Member] | ||||||||||||||||||||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||||||||||||||||||||||||
Merger consideration | $ 96,000,000 | |||||||||||||||||||||||||||||||||
Minimum [Member] | Merger Agreement [Member] | ||||||||||||||||||||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||||||||||||||||||||||||
Merger consideration | $ 95,000,000 | |||||||||||||||||||||||||||||||||
Trust Account [Member] | ||||||||||||||||||||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||||||||||||||||||||||||
Assets held in trust | $ 30,000 | $ 30,000 | ||||||||||||||||||||||||||||||||
Unsecured debt | $ 360,000 | $ 360,000 | ||||||||||||||||||||||||||||||||
Common Class B [Member] | ||||||||||||||||||||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||||||||||||||||||||||||
Sale of private placement warrants (in shares) | 2,581,500 | |||||||||||||||||||||||||||||||||
Deferred offering costs | $ 1,200,000 | |||||||||||||||||||||||||||||||||
Convertible, per share | $ 0.0001 | |||||||||||||||||||||||||||||||||
Aggregate purchase price | 288 | |||||||||||||||||||||||||||||||||
Liability on trust redemptions | ||||||||||||||||||||||||||||||||||
Common Class A [Member] | ||||||||||||||||||||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||||||||||||||||||||||||
Convertible, per share | $ 0.0001 | |||||||||||||||||||||||||||||||||
Aggregate purchase price | ||||||||||||||||||||||||||||||||||
Liability on trust redemptions | ||||||||||||||||||||||||||||||||||
Sponsor [Member] | Founder Share [Member] | ||||||||||||||||||||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||||||||||||||||||||||||
Aggregate purchase price | $ 25,000 | $ 25,000 | ||||||||||||||||||||||||||||||||
Sponsor [Member] | Common Class B [Member] | Founder Share [Member] | ||||||||||||||||||||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||||||||||||||||||||||||
Deferred offering costs | $ 25,000 | |||||||||||||||||||||||||||||||||
Aggregate purchase price | $ 25,000 | |||||||||||||||||||||||||||||||||
Private Placement Warrants [Member] | ||||||||||||||||||||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||||||||||||||||||||||||
Sale of private placement warrants (in shares) | 5,869,880 | 1,548,900 | ||||||||||||||||||||||||||||||||
Exercise price of warrants | $ 1 | |||||||||||||||||||||||||||||||||
Public Warrants [Member] | ||||||||||||||||||||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||||||||||||||||||||||||
Exercise price of warrants | $ 0.15 | |||||||||||||||||||||||||||||||||
Public Warrants [Member] | Common Class A [Member] | ||||||||||||||||||||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||||||||||||||||||||||||
Exercise price of warrants | $ 11.50 | $ 11.50 | ||||||||||||||||||||||||||||||||
Share price | $ 9.20 | $ 9.20 | ||||||||||||||||||||||||||||||||
Common Stock [Member] | ||||||||||||||||||||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||||||||||||||||||||||||
Sale of private placement warrants (in shares) | 8,477,497 | |||||||||||||||||||||||||||||||||
Subsequent Event [Member] | ||||||||||||||||||||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||||||||||||||||||||||||
Share price | $ 0.037 | $ 0.067 | ||||||||||||||||||||||||||||||||
Assets held in trust | $ 30,000 | $ 125,000 | ||||||||||||||||||||||||||||||||
IPO [Member] | ||||||||||||||||||||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||||||||||||||||||||||||
Number of units issued | 10,000,000 | |||||||||||||||||||||||||||||||||
Purchase price, per unit | $ 10 | |||||||||||||||||||||||||||||||||
Proceeds from initial public offering, net of underwriting discount | $ 100,000,000 | |||||||||||||||||||||||||||||||||
Transaction costs | $ 7,482,451 | $ 7,482,451 | ||||||||||||||||||||||||||||||||
Share price | $ 0.067 | $ 0.037 | $ 0.037 | $ 0.037 | $ 0.037 | $ 0.037 | $ 0.067 | $ 0.067 | $ 0.067 | $ 0.067 | $ 0.067 | |||||||||||||||||||||||
Assets held in trust | $ 125,000 | $ 30,000 | $ 30,000 | $ 30,000 | $ 30,000 | $ 30,000 | $ 125,000 | $ 125,000 | $ 125,000 | $ 125,000 | $ 125,000 | |||||||||||||||||||||||
IPO [Member] | Maximum [Member] | ||||||||||||||||||||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||||||||||||||||||||||||
Number of units issued | 11,500,000 | |||||||||||||||||||||||||||||||||
IPO [Member] | Public Warrants [Member] | Common Class A [Member] | ||||||||||||||||||||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||||||||||||||||||||||||
Exercise price of warrants | $ 11.50 | |||||||||||||||||||||||||||||||||
Private Placement [Member] | Private Placement Warrants [Member] | ||||||||||||||||||||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||||||||||||||||||||||||
Sale of private placement warrants (in shares) | 97,800 | 97,800 | 4,571,000 | |||||||||||||||||||||||||||||||
Warrants price (in dollars per share) | $ 1 | |||||||||||||||||||||||||||||||||
Proceeds from sale of Private Placement Warrants | $ 97,800 | $ 4,571,000 | ||||||||||||||||||||||||||||||||
Exercise price of warrants | $ 1 | $ 1 | $ 1 | |||||||||||||||||||||||||||||||
Private Placement [Member] | Private Placement Warrants [Member] | Sponsor [Member] | ||||||||||||||||||||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||||||||||||||||||||||||
Sale of private placement warrants (in shares) | 74,980 | 74,980 | 3,871,000 | 74,980 | ||||||||||||||||||||||||||||||
Private Placement [Member] | Private Placement Warrants [Member] | Maxim Groups Llc [Member] | ||||||||||||||||||||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||||||||||||||||||||||||
Sale of private placement warrants (in shares) | 22,820 | 22,820 | 700,000 | |||||||||||||||||||||||||||||||
Over-Allotment Option [Member] | ||||||||||||||||||||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||||||||||||||||||||||||
Number of units issued | 326,000 | 326,000 | 1,500,000 | 1,500,000 | ||||||||||||||||||||||||||||||
Purchase price, per unit | $ 10 | $ 10 | $ 10 | |||||||||||||||||||||||||||||||
Proceeds from initial public offering, net of underwriting discount | $ 326,000,000 | $ 326,000,000 | ||||||||||||||||||||||||||||||||
Proceeds from issuance of units | 3,260,000 | |||||||||||||||||||||||||||||||||
Underwriting fees | $ 65,200 | $ 65,200 | ||||||||||||||||||||||||||||||||
Chief Executive Officer [Member] | ||||||||||||||||||||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||||||||||||||||||||||||
Sponsor fees | $ 25,000 | |||||||||||||||||||||||||||||||||
Chief Financial Officer [Member] | ||||||||||||||||||||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||||||||||||||||||||||||
Sponsor fees | $ 5,000 |
The basic and diluted (loss) in
The basic and diluted (loss) income per common stock is calculated as follows: (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 11 Months Ended | 12 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | |
Common Class A Subject to Redemption [Member] | ||||||
Net income allocable to Class A common stock subject to possible redemption | $ (93,776) | $ 3,244 | $ (677,336) | $ 967,807 | $ 2,287,263 | $ 1,534,917 |
Weighted average redeemable common stock, basic | 812,715 | 10,326,000 | 1,381,829 | 10,326,000 | 10,326,000 | 9,582,767 |
Weighted average redeemable common stock, diluted | 812,715 | 10,326,000 | 1,381,829 | 10,326,000 | ||
Redeemable net income loss per share, diluted | $ (0.12) | $ 0 | $ (0.49) | $ 0.09 | ||
Redeemable net income loss per share, basic | $ (0.12) | $ 0 | $ (0.49) | $ 0.09 | ||
Common Share Not Subject Redemption [Member] | ||||||
Weighted average redeemable common stock, basic | 2,684,760 | 2,684,760 | 2,684,760 | 2,684,760 | ||
Weighted average redeemable common stock, diluted | 2,613,724 | 2,684,760 | ||||
Net (loss) income allocable to non-redeemable common stock | $ (309,786) | $ 844 | $ (1,315,997) | $ 251,630 | ||
Weighted average non redeemable common stock, basic | 2,684,760 | 2,684,760 | 2,684,760 | 2,684,760 | ||
Weighted average non redeemable common stock, diluted | 2,684,760 | 2,684,760 | 2,684,760 | 2,684,760 | ||
Non redeemable net income loss per share. diluted | $ (0.12) | $ 0 | $ (0.49) | $ 0.09 | ||
Non redeemable net income loss per share. basic | $ (0.12) | $ 0 | $ (0.49) | $ 0.09 |
As of September 30, 2023 and De
As of September 30, 2023 and December 31, 2022, the Class A common stock reflected on the balance sheets are reconciled in the following table: (Details) - USD ($) | 9 Months Ended | 11 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2021 | Dec. 31, 2022 | |
Temporary equity, carrying amount, attributable to parent | $ 19,419,552 | ||
Extension redemptions on November 29, 2022 (in shares) | (1,035,788) | (8,477,497) | |
Extension redemptions on November 29, 2022 | $ (11,233,821) | $ (87,541,322) | |
Trust earnings | 981,286 | $ 17,014,649 | 2,668,274 |
Temporary equity, carrying amount, attributable to parent | $ 9,167,017 | $ 19,419,552 | |
Common Class A Subject to Redemption [Member] | |||
Temporary equity, shares outstanding (in shares) | 1,848,503 | 10,326,000 | |
Temporary equity, carrying amount, attributable to parent | $ 19,419,552 | $ 104,292,600 | |
Temporary equity, shares outstanding (in shares) | 812,715 | 10,326,000 | 1,848,503 |
Temporary equity, carrying amount, attributable to parent | $ 9,167,017 | $ 104,292,600 | $ 19,419,552 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | 11 Months Ended | 12 Months Ended | ||||||||||||||||||
Jun. 02, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | Sep. 27, 2023 | Aug. 31, 2023 | Aug. 30, 2023 | Jul. 28, 2023 | Jun. 27, 2023 | Jun. 01, 2023 | May 02, 2023 | Mar. 31, 2023 | Mar. 13, 2023 | Mar. 02, 2023 | Feb. 02, 2023 | Dec. 30, 2022 | Dec. 01, 2022 | Nov. 29, 2022 | Jun. 02, 2021 | |
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||||||||
Cash equivalents | $ 0 | $ 0 | $ 0 | |||||||||||||||||||
Share price | $ 0.037 | $ 0.037 | $ 0.037 | $ 0.037 | $ 0.037 | $ 0.067 | $ 0.067 | $ 0.067 | $ 0.067 | $ 0.067 | $ 0.067 | $ 0.067 | ||||||||||
Assets held in trust | $ 30,000 | $ 30,000 | $ 30,000 | $ 30,000 | $ 30,000 | $ 125,000 | $ 125,000 | $ 125,000 | $ 125,000 | $ 125,000 | $ 125,000 | $ 87,541,322 | ||||||||||
Purchase price, per unit | $ 10.32 | |||||||||||||||||||||
Effective tax rate | 11.93% | 0% | 4.28% | 0% | ||||||||||||||||||
Effective income tax rate | 21% | 21% | 21% | 21% | 21% | 21% | ||||||||||||||||
Unrecognized tax benefits | $ 0 | $ 0 | $ 0 | |||||||||||||||||||
Unrecognized tax benefits, income tax penalties and interest accrued | 0 | |||||||||||||||||||||
Accounts Payable, Current | $ 90,298 | $ 90,298 | ||||||||||||||||||||
Common Class B [Member] | ||||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||||||||
Sale of private placement warrants (in shares) | 2,581,500 | |||||||||||||||||||||
Shares transferred in extension offering | 1,200,000 | |||||||||||||||||||||
Common Class A Subject to Redemption [Member] | ||||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||||||||
Anti-dilutive securities attributable to warrants (in shares) | 16,543,700 | 14,994,800 | 16,543,700 | |||||||||||||||||||
Temporary equity, shares outstanding | 812,715 | 812,715 | 10,326,000 | 1,848,503 | ||||||||||||||||||
Common Stock [Member] | ||||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||||||||
Sale of private placement warrants (in shares) | 8,477,497 | |||||||||||||||||||||
IPO and Private Placement [Member] | ||||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||||||||
Proceeds from issuance initial public offering and private placement | $ 104,300,000 | $ 104,300,000 | ||||||||||||||||||||
Share price | $ 10.10 | $ 10.10 | $ 10.10 | |||||||||||||||||||
Private Warrants [Member] | ||||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||||||||
Additional amount placed in trust account | $ 1,500,000 | |||||||||||||||||||||
Class A common stock subject to possible redemption, share price | $ 0.15 | |||||||||||||||||||||
IPO [Member] | ||||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||||||||
Share price | $ 0.067 | $ 0.037 | $ 0.037 | $ 0.037 | $ 0.037 | $ 0.037 | $ 0.067 | $ 0.067 | $ 0.067 | $ 0.067 | $ 0.067 | |||||||||||
Assets held in trust | $ 125,000 | $ 30,000 | $ 30,000 | $ 30,000 | $ 30,000 | $ 30,000 | $ 125,000 | $ 125,000 | $ 125,000 | $ 125,000 | $ 125,000 | |||||||||||
Purchase price, per unit | $ 10 | |||||||||||||||||||||
IPO [Member] | Common Class A [Member] | ||||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||||||||
Temporary equity, shares outstanding | 10,326,000 | 10,326,000 | 10,326,000 |
Initial Public Offering (Detail
Initial Public Offering (Details Narrative) - USD ($) | 9 Months Ended | 11 Months Ended | 12 Months Ended | |||||
Jun. 17, 2021 | Jun. 17, 2021 | Jun. 02, 2021 | Sep. 30, 2023 | Dec. 31, 2021 | Dec. 31, 2022 | Nov. 29, 2022 | Jun. 02, 2022 | |
Subsidiary, Sale of Stock [Line Items] | ||||||||
Purchase price, per unit | $ 10.32 | |||||||
Proceeds from initial public offering, net of underwriting discount | $ 100,909,536 | |||||||
Common Class A [Member] | ||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||
Public Warrants [Member] | ||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||
Exercise price of warrants | $ 0.15 | |||||||
Public Warrants [Member] | Common Class A [Member] | ||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||
Number of warrants in a unit | 1 | 1 | 1 | |||||
Exercise price of warrants | $ 11.50 | $ 11.50 | ||||||
IPO [Member] | ||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||
Number of units issued | 10,000,000 | |||||||
Purchase price, per unit | $ 10 | |||||||
Proceeds from initial public offering, net of underwriting discount | $ 100,000,000 | |||||||
IPO [Member] | Common Class A [Member] | ||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||
Common stock, par value (in dollars per share) | $ 0.0001 | |||||||
Number of shares in a unit | 1 | |||||||
IPO [Member] | Public Warrants [Member] | Common Class A [Member] | ||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||
Number of shares issuable per warrant | 1 | |||||||
Exercise price of warrants | $ 11.50 | |||||||
Over-Allotment Option [Member] | ||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||
Number of units issued | 326,000 | 326,000 | 1,500,000 | 1,500,000 | ||||
Purchase price, per unit | $ 10 | $ 10 | $ 10 | |||||
Proceeds from initial public offering, net of underwriting discount | $ 326,000,000 | $ 326,000,000 |
Private Placement (Details Narr
Private Placement (Details Narrative) - USD ($) | 9 Months Ended | 11 Months Ended | ||||||
Jun. 17, 2021 | Jun. 17, 2021 | Jun. 02, 2021 | Sep. 30, 2023 | Dec. 31, 2021 | Mar. 13, 2023 | Jun. 02, 2022 | Jun. 18, 2021 | |
Class of Warrant or Right [Line Items] | ||||||||
Proceeds from issuance of warrants | $ 9,190,140 | |||||||
Over-Allotment Option [Member] | ||||||||
Class of Warrant or Right [Line Items] | ||||||||
Number of units issued | 326,000 | 326,000 | 1,500,000 | 1,500,000 | ||||
Private Placement Warrants [Member] | ||||||||
Class of Warrant or Right [Line Items] | ||||||||
Number of warrants to purchase of shares issued | 5,869,880 | 1,548,900 | ||||||
Exercise price of warrant | $ 1 | |||||||
Private Placement Warrants [Member] | Private Placement [Member] | ||||||||
Class of Warrant or Right [Line Items] | ||||||||
Number of warrants to purchase of shares issued | 97,800 | 97,800 | 4,571,000 | |||||
Exercise price of warrant | $ 1 | $ 1 | $ 1 | |||||
Proceeds from issuance of warrants | $ 97,800 | $ 4,571,000 | ||||||
Private Placement Warrants [Member] | Private Placement [Member] | Sponsor [Member] | ||||||||
Class of Warrant or Right [Line Items] | ||||||||
Number of warrants to purchase of shares issued | 74,980 | 74,980 | 3,871,000 | 74,980 | ||||
Private Placement Warrants [Member] | Private Placement [Member] | Maxim Groups Llc [Member] | ||||||||
Class of Warrant or Right [Line Items] | ||||||||
Number of warrants to purchase of shares issued | 22,820 | 22,820 | 700,000 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 11 Months Ended | 12 Months Ended | ||||||||||||||
May 18, 2023 | Mar. 13, 2023 | Mar. 13, 2023 | Jun. 02, 2022 | Jun. 21, 2021 | Jun. 21, 2021 | Jun. 17, 2021 | Jun. 17, 2021 | Jun. 02, 2021 | Feb. 28, 2021 | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Jun. 22, 2021 | Feb. 14, 2021 | |
Related Party Transaction [Line Items] | |||||||||||||||||||
Conversion of stock, amount converted | $ 3,600,000 | ||||||||||||||||||
Fair value per share converted | $ 3 | ||||||||||||||||||
Sponsor fees | $ 30,000 | ||||||||||||||||||
Aggregate value | $ 360,000 | ||||||||||||||||||
Related party transaction, amounts of transaction | $ 10,000 | $ 10,000 | |||||||||||||||||
Offering costs | $ 25,000 | ||||||||||||||||||
Initial Business Combination [Member] | |||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||
Common Stock, Shares, Outstanding | 250,000 | 250,000 | |||||||||||||||||
IPO [Member] | |||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||
Number of units issued | 10,000,000 | ||||||||||||||||||
Over-Allotment Option [Member] | |||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||
Number of units issued | 326,000 | 326,000 | 1,500,000 | 1,500,000 | |||||||||||||||
Private Placement [Member] | |||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||
Stock issued during Period, shares, new issues | 5,869,880 | ||||||||||||||||||
Private Placement [Member] | Initial Business Combination [Member] | |||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||
Stock issued during Period, shares, new issues | 250,000 | ||||||||||||||||||
Maximum [Member] | IPO [Member] | |||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||
Number of units issued | 11,500,000 | ||||||||||||||||||
Common Class B [Member] | |||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||
Offering costs | $ 1,200,000 | ||||||||||||||||||
Stock issued during Period, shares, new issues | 2,875,000 | ||||||||||||||||||
Number of shares subject to forfeiture | 293,500 | ||||||||||||||||||
Common Stock, Shares, Outstanding | 0 | 0 | 2,581,500 | 2,581,500 | 2,581,500 | ||||||||||||||
Offering costs | $ 288 | ||||||||||||||||||
Common Class B [Member] | Private Warrants [Member] | |||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||
Conversion of stock, shares converted | 1,200,000 | ||||||||||||||||||
Founder Share [Member] | Over-Allotment Option [Member] | |||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||
Number of shares subject to forfeiture | 326,000 | 326,000 | |||||||||||||||||
Founder Share [Member] | Common Class B [Member] | |||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||
Number of shares subject to forfeiture | 2,581,500 | 2,581,500 | |||||||||||||||||
Founder Share [Member] | Sponsor [Member] | |||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||
Conversion of stock, amount converted | $ 464,670 | ||||||||||||||||||
Fair value per share converted | $ 0.18 | $ 0.18 | |||||||||||||||||
Share converted | 2,581,500 | ||||||||||||||||||
Offering costs | $ 25,000 | $ 25,000 | |||||||||||||||||
Founder Share [Member] | Sponsor [Member] | Common Class B [Member] | |||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||
Offering costs | $ 25,000 | ||||||||||||||||||
Stock issued during Period, shares, new issues | 293,500 | 293,500 | 2,875,000 | ||||||||||||||||
Percentage of oustanding shares | 20% | ||||||||||||||||||
Restrictions on transfer period of time after business combination completion | 1 year | 1 year | |||||||||||||||||
Stock price trigger to transfer, assign or sell any shares or warrants of the company, after the completion of the initial business combination (in dollars per share) | $ 12 | $ 12 | |||||||||||||||||
Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | 20 days | 20 days | |||||||||||||||||
Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | 30 days | 30 days | |||||||||||||||||
Threshold period after the business combination in which the 20 trading days within any 30 trading day period commences | 150 days | 150 days | |||||||||||||||||
Offering costs | $ 25,000 | ||||||||||||||||||
Shares consideration | 2,875,000 | ||||||||||||||||||
Founder Share [Member] | Sponsor [Member] | Common Class B [Member] | Over-Allotment Option [Member] | |||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||
Number of shares subject to forfeiture | 326,000 | 326,000 | 375,000 | ||||||||||||||||
Promissory Note with Related Party [Member] | |||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||
Maximum borrowing capacity of related party promissory note | $ 300,000 | ||||||||||||||||||
Notes payable, related parties | $ 448,039 | $ 448,039 | 163,039 | $ 323,039 | $ 163,039 | ||||||||||||||
Related Party Loans [Member] | |||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||
Maximum loans convertible into warrants | $ 1,500,000 | $ 1,500,000 | $ 1,500,000 | ||||||||||||||||
Warrants price per unit | $ 1 | $ 1 | $ 1 | ||||||||||||||||
Administrative Support Agreement [Member] | |||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||
Related party transaction, amounts of transaction | $ 30,000 | $ 30,000 | $ 90,000 | $ 90,000 | $ 71,667 | $ 120,000 | |||||||||||||
Debt instrument related to administrative support agreement | $ 397,667 | $ 307,667 | $ 62,667 |
Promissory Notes (Details Narra
Promissory Notes (Details Narrative) - USD ($) | 9 Months Ended | ||
May 23, 2023 | Sep. 30, 2023 | May 18, 2023 | |
Short-Term Debt [Line Items] | |||
Aggregate value | $ 360,000 | ||
Promissory Notes [Member] | Investor [Member] | |||
Short-Term Debt [Line Items] | |||
Aggregate borrowing amount | $ 726,500 | ||
Promissary notes outstanding amount | 1,001,500 | ||
Debt discount total | $ 113,400 | ||
Debt discount per share | $ 0.18 | ||
Unamortized debt discount | $ 73,543 | ||
Promissory Notes [Member] | Investor [Member] | Common Class A [Member] | |||
Short-Term Debt [Line Items] | |||
Stock issued during period, shares, new issues | 95,000 | ||
Promissory Notes [Member] | Polar Multi Strategy Master Fund [Member] | |||
Short-Term Debt [Line Items] | |||
Aggregate value | $ 500,000 | ||
Promissory Notes [Member] | Polar Multi Strategy Master Fund [Member] | Common Class A [Member] | |||
Short-Term Debt [Line Items] | |||
Stock issued during period, shares, new issues | 500,000 |
Derivative Warrant Liabilities
Derivative Warrant Liabilities (Details Narrative) - $ / shares | 9 Months Ended | 12 Months Ended | |||||||||||||||
Jun. 02, 2021 | Sep. 30, 2023 | Dec. 31, 2022 | Sep. 27, 2023 | Aug. 31, 2023 | Jul. 28, 2023 | Jun. 27, 2023 | Jun. 01, 2023 | May 02, 2023 | Mar. 31, 2023 | Mar. 02, 2023 | Feb. 02, 2023 | Dec. 30, 2022 | Dec. 01, 2022 | Nov. 29, 2022 | Jun. 02, 2022 | Dec. 31, 2021 | |
Share price | $ 0.037 | $ 0.037 | $ 0.037 | $ 0.037 | $ 0.037 | $ 0.067 | $ 0.067 | $ 0.067 | $ 0.067 | $ 0.067 | $ 0.067 | $ 0.067 | |||||
Number of trading days on which fair market value of shares is reported | 10 days | 10 days | |||||||||||||||
Public Warrants [Member] | |||||||||||||||||
Warrants outstanding | 10,326,000 | 10,326,000 | |||||||||||||||
Exercise price of warrants | $ 0.15 | ||||||||||||||||
Threshold period for filling registration statement after business combination | 15 days | 15 days | |||||||||||||||
Maximum threshold period for registration statement to become effective after business combination | 90 days | 90 days | |||||||||||||||
Public Warrants [Member] | Common Class A [Member] | |||||||||||||||||
Number of warrants in a unit | 1 | 1 | 1 | ||||||||||||||
Exercise price of warrants | $ 11.50 | $ 11.50 | |||||||||||||||
Share price | $ 9.20 | $ 9.20 | |||||||||||||||
Percentage of gross new proceeds to total equity proceeds used to measure dilution of warrant | 60% | 60% | |||||||||||||||
Threshold consecutive trading days | 20 days | ||||||||||||||||
Share price trigger | $ 9.20 | $ 9.20 | |||||||||||||||
Percentage of gross proceeds on total equity proceeds | 115% | 115% | |||||||||||||||
Stock price trigger for redemption of public warrants (in dollars per share) | $ 18 | $ 18 | |||||||||||||||
Adjustment of exercise price of warrants based on market value and newly issued price (as a percent) | 180% | 180% | |||||||||||||||
Public Warrants expiration term | 5 years | 5 years | |||||||||||||||
Private Placement Warrants [Member] | |||||||||||||||||
Warrants outstanding | 6,217,700 | 6,217,700 | 4,668,800 | ||||||||||||||
Exercise price of warrants | $ 1 | ||||||||||||||||
Private Placement Warrants [Member] | Redemption of Warrants When Price Per Share of Class Common Stock Equals or Exceeds18.00 [Member] | |||||||||||||||||
Warrant redemption condition minimum share price | $ 18 | $ 18 | |||||||||||||||
Redemption price per public warrant (in dollars per share) | $ 0.01 | $ 0.01 | |||||||||||||||
Redemption period | 30 days | 30 days | |||||||||||||||
class of warrant or right, redemption of warrants or rights, , threshold trading days | 20 days | 20 days |
Schedule of company_s assets an
Schedule of company’s assets and liabilities that are measured at fair value on a recurring basis (Details) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
U.S. Money Market held in Trust Account | $ 9,167,017 | $ 19,429,439 | $ 104,295,948 |
Fair Value, Recurring [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
U.S. Money Market held in Trust Account | 9,167,017 | 19,429,439 | 104,295,948 |
Warrant Liabilities | 496,310 | 661,747 | 7,098,366 |
Fair Value, Recurring [Member] | Public Warrants [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Warrant Liabilities | 309,780 | 413,040 | 4,749,960 |
Fair Value, Recurring [Member] | Private Placement Warrants [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Warrant Liabilities | 186,530 | 248,707 | 2,348,406 |
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 1 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
U.S. Money Market held in Trust Account | 9,076,719 | 19,429,439 | 104,295,948 |
Warrant Liabilities | 309,780 | 413,040 | 4,749,960 |
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 3 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Warrant Liabilities | 186,530 | 248,707 | 2,348,406 |
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 3 [Member] | Private Placement Warrants [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Warrant Liabilities | 186,530 | 248,707 | $ 2,348,406 |
U S Money Market Funds [Member] | Fair Value, Recurring [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
U.S. Money Market held in Trust Account | 9,167,017 | 19,429,439 | |
U S Money Market Funds [Member] | Fair Value, Recurring [Member] | Fair Value, Inputs, Level 1 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
U.S. Money Market held in Trust Account | $ 9,076,719 | $ 19,429,439 |
Schedule of change in the fair
Schedule of change in the fair value of the public warrant liability for 2023 and 2022 is as follows: (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 11 Months Ended | 12 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 | Dec. 31, 2021 | Dec. 31, 2022 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||||||
Warrant liabilities at beginning of period | $ 661,747 | $ 992,620 | $ 661,747 | $ 1,840,900 | $ 2,244,004 | $ 7,098,366 | $ 661,747 | $ 7,098,366 | $ 7,098,366 | |
Change in fair value | (165,437) | (330,873) | 330,873 | (308,445) | (635,439) | (4,854,362) | (165,437) | (5,798,246) | $ (6,359,058) | (6,668,954) |
Warrant liabilities at end of period | 496,310 | 661,747 | 992,620 | 1,532,455 | 1,840,900 | 2,244,004 | 496,310 | 1,532,455 | 7,098,366 | 661,747 |
Issuance of Private warrants as part on June 2, 2022 | 232,335 | |||||||||
Fair Value, Inputs, Level 1 [Member] | Public Warrants [Member] | ||||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||||||
Warrant liabilities at beginning of period | 413,040 | 619,560 | 413,040 | 1,032,600 | 1,445,640 | 4,749,960 | 413,040 | 4,749,960 | 4,749,960 | |
Change in fair value | (103,260) | (206,520) | 206,520 | (103,260) | (413,040) | (3,304,320) | ||||
Warrant liabilities at end of period | 309,780 | 413,040 | 619,560 | 929,340 | 1,032,600 | 1,445,640 | 309,780 | 929,340 | 4,749,960 | 413,040 |
Issuance of Private warrants as part on June 2, 2022 | ||||||||||
Fair Value, Inputs, Level 3 [Member] | ||||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||||||
Warrant liabilities at beginning of period | 661,747 | 7,098,366 | 661,747 | 7,098,366 | 7,098,366 | |||||
Change in fair value | (6,359,058) | (6,668,954) | ||||||||
Warrant liabilities at end of period | 7,098,366 | 661,747 | ||||||||
Fair Value, Inputs, Level 3 [Member] | Public Warrants [Member] | ||||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||||||
Warrant liabilities at beginning of period | 413,040 | 4,749,960 | 413,040 | 4,749,960 | 4,749,960 | |||||
Change in fair value | (4,440,180) | (4,336,920) | ||||||||
Warrant liabilities at end of period | 4,749,960 | 413,040 | ||||||||
Fair Value, Inputs, Level 3 [Member] | Private Placement Warrants [Member] | ||||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||||||
Warrant liabilities at beginning of period | 248,707 | 373,060 | 248,707 | 808,300 | 798,364 | 2,348,406 | 248,707 | 2,348,406 | 2,348,406 | |
Change in fair value | (62,177) | (124,353) | 124,353 | (205,184) | (222,399) | (1,550,042) | (1,918,878) | (2,332,034) | ||
Warrant liabilities at end of period | $ 186,530 | $ 248,707 | $ 373,060 | $ 603,117 | 808,300 | $ 798,364 | $ 186,530 | $ 603,117 | $ 2,348,406 | $ 248,707 |
Issuance of Private warrants as part on June 2, 2022 | $ 232,335 |
Schedule of quantitative inform
Schedule of quantitative information regarding Level 3 fair value measurements inputs (Details) - Fair Value, Inputs, Level 3 [Member] - Modified Black Scholes Model [Member] | Sep. 30, 2023 N $ / shares | Dec. 31, 2022 | Dec. 31, 2022 $ / shares | Dec. 31, 2022 | Dec. 31, 2022 N | Jun. 02, 2022 $ / shares | Dec. 31, 2021 $ / shares |
Measurement Input, Risk Free Interest Rate [Member] | |||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||||
Probability of business combination | 0.0450 | 0.0391 | 0.0391 | 0.0289 | 0.0129 | ||
Measurement Input, Expected Term [Member] | |||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||||
Expected term (years) | 5 years 1 month 2 days | 5 years 5 months 1 day | |||||
Expected term (years) | 5 years 5 months 1 day | 5 years 6 months | 5 years 5 months 1 day | ||||
Measurement Input, Price Volatility [Member] | Pre Announcement [Member] | |||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||||
Probability of business combination | 0.081 | 0.053 | 0.0530 | 0.038 | 0.110 | ||
Measurement Input, Share Price [Member] | |||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||||
Strike price | $ 11.02 | $ 10.54 | $ 10.08 | $ 9.98 | |||
Measurement Input, Exercise Price [Member] | |||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||||
Strike price | $ 11.50 | $ 11.50 | $ 11.50 | $ 11.50 | |||
Measurement Input, Expected Dividend Rate [Member] | |||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||||
Probability of business combination | 0 | 0 | 0 | 0 | 0 | ||
Measurement Input Probability of Completing Business Combination [Member] | |||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||||
Probability of business combination | 0.0150 | 0.030 | 0.0300 | 0.30 | 0.70 |
Fair Value Measurements (Detail
Fair Value Measurements (Details Narrative) - Fair Value, Recurring [Member] - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Warrant liabilities | $ 496,310 | $ 661,747 | $ 7,098,366 |
Fair Value, Inputs, Level 3 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Warrant liabilities | 186,530 | 248,707 | 2,348,406 |
Public Warrants [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Warrant liabilities | 309,780 | 413,040 | 4,749,960 |
Private Placement Warrants [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Warrant liabilities | 186,530 | 248,707 | 2,348,406 |
Private Placement Warrants [Member] | Fair Value, Inputs, Level 3 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Warrant liabilities | $ 186,530 | $ 248,707 | $ 2,348,406 |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) | 9 Months Ended | 12 Months Ended | ||||||||||||||||||||
Mar. 13, 2023 $ / shares shares | Jun. 21, 2021 shares | Jun. 17, 2021 USD ($) shares | Jun. 17, 2021 USD ($) shares | Jun. 02, 2021 shares | Sep. 30, 2023 USD ($) N $ / shares shares | Dec. 31, 2022 USD ($) $ / shares shares | Sep. 27, 2023 $ / shares | Aug. 31, 2023 $ / shares | Jul. 28, 2023 $ / shares | Jun. 27, 2023 $ / shares | Jun. 01, 2023 $ / shares | May 23, 2023 $ / shares shares | May 02, 2023 $ / shares | Mar. 31, 2023 $ / shares | Mar. 02, 2023 $ / shares | Feb. 02, 2023 $ / shares | Dec. 30, 2022 $ / shares | Dec. 01, 2022 $ / shares | Nov. 29, 2022 $ / shares | Dec. 31, 2021 USD ($) $ / shares | Dec. 15, 2021 USD ($) shares | |
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||||||||
Maximum number of demands for registration of securities | N | 3 | |||||||||||||||||||||
Underwriter gross proceeds | $ | $ 2,065,200 | $ 2,065,200 | ||||||||||||||||||||
Underwriting cash discount per unit | $ / shares | $ 0.20 | $ 0.20 | ||||||||||||||||||||
Consideration payable for waive of the right to first refusal | $ | $ 2,000,000 | |||||||||||||||||||||
Other long-term liabilities | $ | $ 2,000,000 | $ 2,000,000 | $ 2,000,000 | |||||||||||||||||||
Purchase price | $ / shares | $ 0.037 | $ 0.037 | $ 0.037 | $ 0.037 | $ 0.037 | $ 0.067 | $ 0.067 | $ 0.067 | $ 0.067 | $ 0.067 | $ 0.067 | $ 0.067 | ||||||||||
Common Class A [Member] | ||||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||||||||
Number of units issued | 103,260 | 103,260 | ||||||||||||||||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||||||||||||
Underwriting Agreement [Member] | ||||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||||||||
Deferred underwriting fee payable | $ | $ 3,614,100 | $ 3,614,100 | ||||||||||||||||||||
Purchase Agreement [Member] | ||||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||||||||
Common stock, shares outstanding | 2,581,500 | |||||||||||||||||||||
Common stock, shares issued | 2,581,500 | |||||||||||||||||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | |||||||||||||||||||||
Purchase Agreement [Member] | Common Class A [Member] | ||||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||||||||
Common stock, par value (in dollars per share) | $ / shares | 0.0001 | |||||||||||||||||||||
Purchase price | $ / shares | $ 1 | |||||||||||||||||||||
Initial Business Combination [Member] | ||||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||||||||
Common stock, shares outstanding | 250,000 | |||||||||||||||||||||
Subscription Agreement [Member] | Common Class A [Member] | ||||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||||||||
Common stock, shares outstanding | 500,000 | |||||||||||||||||||||
Common stock, par value (in dollars per share) | $ / shares | $ 1 | |||||||||||||||||||||
Over-Allotment Option [Member] | ||||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||||||||
Underwriting option period | 45 days | |||||||||||||||||||||
Number of units issued | 326,000 | 326,000 | 1,500,000 | 1,500,000 | ||||||||||||||||||
Underwriter gross proceeds | $ | $ 3,260,000 | $ 3,260,000 | ||||||||||||||||||||
Maximum number of units issuable under amendment of underwriting agreement | 326,000 | |||||||||||||||||||||
Number of units issued | 1,500,000 | |||||||||||||||||||||
Over-Allotment Option [Member] | Underwriting Agreement [Member] | ||||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||||||||
Number of units issued | 1,174,000 | |||||||||||||||||||||
Private Placement [Member] | ||||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||||||||
Stock issued during period, shares, new issues | 5,869,880 | |||||||||||||||||||||
Private Placement [Member] | Initial Business Combination [Member] | ||||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||||||||
Stock issued during period, shares, new issues | 250,000 |
Stockholders_ Deficit (Details
Stockholders’ Deficit (Details Narrative) | 9 Months Ended | 12 Months Ended | ||||||||
Jun. 17, 2021 shares | Jun. 17, 2021 shares | Jun. 02, 2021 shares | Sep. 30, 2023 N $ / shares shares | Dec. 31, 2022 N $ / shares shares | Mar. 31, 2023 N | Dec. 31, 2021 $ / shares shares | Jun. 22, 2021 shares | Jun. 21, 2021 shares | Feb. 28, 2021 shares | |
Class of Stock [Line Items] | ||||||||||
Preferred shares, shares authorized | 1,000,000 | 1,000,000 | 1,000,000 | |||||||
Preferred stock, par value, (per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||
Class A common stock subject to possible redemption | 812,715 | 1,848,503 | 1,848,503 | |||||||
Preferred shares, shares issued | 0 | 0 | 0 | |||||||
Preferred shares, shares outstanding | 0 | 0 | 0 | |||||||
Over-Allotment Option [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Number of units issued | 326,000 | 326,000 | 1,500,000 | 1,500,000 | ||||||
Over-Allotment Option [Member] | Founder Share [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Shares subject to forfeiture | 326,000 | |||||||||
Common Class A [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Common shares, shares authorized (in shares) | 100,000,000 | 100,000,000 | 100,000,000 | |||||||
Common shares, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||
Number of common stock issuable pursuant to Initial Business Combination, as a percent of outstanding shares | 20% | 20% | ||||||||
Common shares, votes per share | N | 1 | |||||||||
Common Class A Not Subject to Redemption [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Common shares, shares outstanding (in shares) | 2,684,760 | 103,260 | 103,260 | |||||||
Common shares, shares issued (in shares) | 2,684,760 | 103,260 | 103,260 | |||||||
Common Class B [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Common shares, shares authorized (in shares) | 10,000,000 | 10,000,000 | 10,000,000 | |||||||
Common shares, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||
Common shares, shares outstanding (in shares) | 0 | 2,581,500 | 2,581,500 | |||||||
Common shares, shares issued (in shares) | 0 | 2,581,500 | 2,581,500 | |||||||
Shares subject to forfeiture | 293,500 | |||||||||
Conversion ratio | one-for-one basis | one-for-one basis | ||||||||
Common shares, votes per share | N | 1 | 1 | 1 | |||||||
Common Class B [Member] | Founder Share [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Shares subject to forfeiture | 2,581,500 | |||||||||
Common Class B [Member] | Founder Share [Member] | Sponsor [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Restrictions on transfer period of time after business combination completion | 1 year | 1 year | ||||||||
Stock price trigger to transfer, assign or sell any shares or warrants of the company, after the completion of the initial business combination (in dollars per share) | $ / shares | $ 12 | $ 12 | ||||||||
Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | 20 days | 20 days | ||||||||
Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | 30 days | 30 days | ||||||||
Threshold period after the business combination in which the 20 trading days within any 30 trading day period commences | 150 days | 150 days | ||||||||
Common Class B [Member] | Over-Allotment Option [Member] | Founder Share [Member] | Sponsor [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Shares subject to forfeiture | 326,000 | 375,000 | ||||||||
Common Class A Subject to Redemption [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Class A common stock subject to possible redemption | 812,715 | 1,848,503 | 10,326,000 | |||||||
Shares subject to forfeiture | 293,500 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | 11 Months Ended | ||||||||||||||||||
Oct. 24, 2023 | Jul. 27, 2023 | Mar. 13, 2023 | Dec. 31, 2021 | Oct. 27, 2023 | Sep. 30, 2023 | Sep. 27, 2023 | Aug. 31, 2023 | Jul. 28, 2023 | Jun. 27, 2023 | Jun. 01, 2023 | May 02, 2023 | Mar. 31, 2023 | Mar. 02, 2023 | Feb. 02, 2023 | Dec. 31, 2022 | Dec. 30, 2022 | Dec. 01, 2022 | Nov. 29, 2022 | |
Subsequent Event [Line Items] | |||||||||||||||||||
Other subsequent event description | On July 27, 2023, the Company filed a Current Report on Form 8-K stating that the Company fully intends to appeal such determination by requesting a hearing to the Hearings Panel (the “Panel”), pursuant to the procedures set forth in the Nasdaq Listing Rule 5800 Series to stay the suspension of the Company’s securities and the filing of the Form 25-NSE pending the Panel’s decision, and on such date the Company requested the hearing, and wired the $20,000 fee to Nasdaq for the hearing, prior to 4:00 p.m. Eastern Time on August 1, 2023, as required in the Delisting Letter. The hearing with the Panel was then scheduled for September 21, 2023 (the “Hearing”). | ||||||||||||||||||
Assets held in trust | $ 30,000 | $ 30,000 | $ 30,000 | $ 30,000 | $ 30,000 | $ 125,000 | $ 125,000 | $ 125,000 | $ 125,000 | $ 125,000 | $ 125,000 | $ 87,541,322 | |||||||
Share Price | $ 0.037 | $ 0.037 | $ 0.037 | $ 0.037 | $ 0.037 | $ 0.067 | $ 0.067 | $ 0.067 | $ 0.067 | $ 0.067 | $ 0.067 | $ 0.067 | |||||||
Common Class B [Member] | |||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||
Class B common stock issued to sponsor (in shares) | 2,875,000 | ||||||||||||||||||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||||||||||
Private placement warrants | 2,581,500 | ||||||||||||||||||
Common Class A [Member] | |||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||||||||||
Subsequent Event [Member] | |||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||
Assets held in trust | $ 30,000 | $ 125,000 | |||||||||||||||||
Share Price | $ 0.037 | $ 0.067 | |||||||||||||||||
Subsequent Event [Member] | |||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||
Other subsequent event description | On October 24, 2023, the Company or Sponsor entered into a promissory note with Investor, pursuant to which the Investor agreed to provide a $250,000 loan to the Company or Sponsor. In consideration of the Initial Capital Contribution, the Company or Sponsor will, upon the closing of the initial business combination, assign and transfer, or cause the assignment and transfer, to Investor Subscription Shares at a rate of one Class A common stock for each $1.00 of Initial Capital Contribution, or the Investor may elect to receive payments in cash. The Subscription Shares, if issued, shall be subject to no transfer restrictions or any other lock-up provisions, earn outs, or other contingencies. The Initial Capital Contribution shall not accrue interest and shall be repaid by the Company, upon the closing of the initial business combination. The Company or Sponsor will pay to the Investor all repayments Sponsor or the Company has received within 5 business days of the closing of the initial business combination. | ||||||||||||||||||
Assets held in trust | $ 125,000 | $ 125,000 | |||||||||||||||||
Share Price | $ 0.067 | $ 0.067 | |||||||||||||||||
Class B common stock issued to sponsor (in shares) | 2,581,500 | ||||||||||||||||||
Private placement warrants | 5,869,800 | ||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 1 | ||||||||||||||||||
Subsequent Event [Member] | Common Class B [Member] | |||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||
Common Stock, Par or Stated Value Per Share | 0.0001 | ||||||||||||||||||
Subsequent Event [Member] | Common Class A [Member] | |||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||
Common Stock, Par or Stated Value Per Share | $ 0.0001 |
The basic and diluted income pe
The basic and diluted income per common stock is calculated as follows: (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 11 Months Ended | 12 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | |
Common Class A Subject to Redemption [Member] | ||||||
Class of Stock [Line Items] | ||||||
Net income allocable to Class A common stock subject to possible redemption | $ (93,776) | $ 3,244 | $ (677,336) | $ 967,807 | $ 2,287,263 | $ 1,534,917 |
Basic weighted average shares outstanding | 812,715 | 10,326,000 | 1,381,829 | 10,326,000 | 10,326,000 | 9,582,767 |
Basic net income per common stock | $ (0.12) | $ 0 | $ (0.49) | $ 0.09 | $ 0.22 | $ 0.16 |
Earnings Per Share, Diluted | $ (0.12) | $ 0 | $ (0.49) | $ 0.09 | 0.22 | 0.16 |
Weighted Average Number of Diluted Shares Outstanding One | 812,715 | 10,326,000 | 1,381,829 | 10,326,000 | ||
Common Share Not Subject Redemption [Member] | ||||||
Class of Stock [Line Items] | ||||||
Basic weighted average shares outstanding | 2,684,760 | 2,684,760 | 2,684,760 | 2,684,760 | ||
Basic net income per common stock | $ (0.12) | $ 0 | $ (0.49) | $ 0.09 | 0.22 | 0.16 |
Earnings Per Share, Diluted | $ (0.12) | $ 0 | $ (0.49) | $ 0.09 | $ 0.22 | $ 0.16 |
Net (loss) income allocable to non-redeemable common stock | $ 578,954 | $ 430,031 | ||||
Weighted average number of shares outstanding, basic | 2,613,724 | 2,684,760 | ||||
Weighted Average Number of Diluted Shares Outstanding One | 2,613,724 | 2,684,760 |
Schedule of class A common stoc
Schedule of class A common stock reconciliation (Details) - USD ($) | 9 Months Ended | 11 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2021 | Dec. 31, 2022 | |
Class of Stock [Line Items] | |||
Temporary equity, shares outstanding (in shares) | 812,715 | 1,848,503 | 1,848,503 |
Temporary equity, carrying amount, attributable to parent | $ 9,167,017 | $ 19,419,552 | |
Temporary equity, stock issued during period, shares, new issues | 10,326,000 | ||
Proceeds from Issuance Initial Public Offering value | $ 103,260,000 | ||
Proceeds from Issuance of Warrants | (9,190,140) | ||
Temporary equity, issuance costs | (6,791,909) | ||
Extension redemptions on November 29, 2022 (in shares) | (1,035,788) | (8,477,497) | |
Temporary Equity Extension to Redemption Value Adjustment | $ (11,233,821) | $ (87,541,322) | |
Temporary Equity, Accretion to Redemption Value, Adjustment | $ 981,286 | $ 17,014,649 | $ 2,668,274 |
Common Class A Subject to Redemption [Member] | |||
Class of Stock [Line Items] | |||
Temporary equity, shares outstanding (in shares) | 812,715 | 10,326,000 | 1,848,503 |
Temporary equity, carrying amount, attributable to parent | $ 9,167,017 | $ 104,292,600 | $ 19,419,552 |
Schedule of company_s assets _2
Schedule of company’s assets and liabilities that are measured at fair value on a recurring basis. (Details) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Class of Warrant or Right [Line Items] | |||
U.S. money market held in trust account | $ 9,167,017 | $ 19,429,439 | $ 104,295,948 |
Fair Value, Recurring [Member] | |||
Class of Warrant or Right [Line Items] | |||
U.S. money market held in trust account | 9,167,017 | 19,429,439 | 104,295,948 |
Warrant liabilities | 496,310 | 661,747 | 7,098,366 |
Fair Value, Recurring [Member] | Public Warrants [Member] | |||
Class of Warrant or Right [Line Items] | |||
Warrant liabilities | 309,780 | 413,040 | 4,749,960 |
Fair Value, Recurring [Member] | Private Placement Warrants [Member] | |||
Class of Warrant or Right [Line Items] | |||
Warrant liabilities | 186,530 | 248,707 | 2,348,406 |
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 1 [Member] | |||
Class of Warrant or Right [Line Items] | |||
U.S. money market held in trust account | 9,076,719 | 19,429,439 | 104,295,948 |
Warrant liabilities | 309,780 | 413,040 | 4,749,960 |
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 3 [Member] | |||
Class of Warrant or Right [Line Items] | |||
Warrant liabilities | 186,530 | 248,707 | 2,348,406 |
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 3 [Member] | Private Placement Warrants [Member] | |||
Class of Warrant or Right [Line Items] | |||
Warrant liabilities | $ 186,530 | $ 248,707 | $ 2,348,406 |
Schedule of change in the fai_2
Schedule of change in the fair value of the warrant liabilities (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 11 Months Ended | 12 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 | Dec. 31, 2021 | Dec. 31, 2022 | |
Class of Warrant or Right [Line Items] | ||||||||||
Warrant liabilities at beginning of period | $ 661,747 | $ 992,620 | $ 661,747 | $ 1,840,900 | $ 2,244,004 | $ 7,098,366 | $ 661,747 | $ 7,098,366 | $ 7,098,366 | |
Change in fair value | (165,437) | (330,873) | 330,873 | (308,445) | (635,439) | (4,854,362) | (165,437) | (5,798,246) | $ (6,359,058) | (6,668,954) |
Warrant liabilities at end of period | 496,310 | 661,747 | 992,620 | 1,532,455 | 1,840,900 | 2,244,004 | 496,310 | 1,532,455 | 7,098,366 | 661,747 |
Fair Value, Inputs, Level 3 [Member] | ||||||||||
Class of Warrant or Right [Line Items] | ||||||||||
Warrant liabilities at beginning of period | 661,747 | 7,098,366 | 661,747 | 7,098,366 | 7,098,366 | |||||
Issuance of private warrants | 232,335 | |||||||||
Change in fair value | (6,359,058) | (6,668,954) | ||||||||
Warrant liabilities at end of period | 7,098,366 | 661,747 | ||||||||
Fair Value, Inputs, Level 3 [Member] | IPO [Member] | ||||||||||
Class of Warrant or Right [Line Items] | ||||||||||
Issuance of private warrants | 13,077,894 | |||||||||
Fair Value, Inputs, Level 3 [Member] | Over-Allotment Option [Member] | ||||||||||
Class of Warrant or Right [Line Items] | ||||||||||
Issuance of private warrants | 379,530 | |||||||||
Public Warrants [Member] | Fair Value, Inputs, Level 3 [Member] | ||||||||||
Class of Warrant or Right [Line Items] | ||||||||||
Warrant liabilities at beginning of period | 413,040 | 4,749,960 | 413,040 | 4,749,960 | 4,749,960 | |||||
Issuance of private warrants | ||||||||||
Change in fair value | (4,440,180) | (4,336,920) | ||||||||
Warrant liabilities at end of period | 4,749,960 | 413,040 | ||||||||
Public Warrants [Member] | Fair Value, Inputs, Level 3 [Member] | IPO [Member] | ||||||||||
Class of Warrant or Right [Line Items] | ||||||||||
Issuance of private warrants | 8,900,000 | |||||||||
Public Warrants [Member] | Fair Value, Inputs, Level 3 [Member] | Over-Allotment Option [Member] | ||||||||||
Class of Warrant or Right [Line Items] | ||||||||||
Issuance of private warrants | 290,140 | |||||||||
Private Placement Warrants [Member] | Fair Value, Inputs, Level 3 [Member] | ||||||||||
Class of Warrant or Right [Line Items] | ||||||||||
Warrant liabilities at beginning of period | 248,707 | 373,060 | 248,707 | 808,300 | 798,364 | 2,348,406 | 248,707 | 2,348,406 | 2,348,406 | |
Issuance of private warrants | 232,335 | |||||||||
Change in fair value | (62,177) | (124,353) | 124,353 | (205,184) | (222,399) | (1,550,042) | (1,918,878) | (2,332,034) | ||
Warrant liabilities at end of period | $ 186,530 | $ 248,707 | $ 373,060 | $ 603,117 | $ 808,300 | $ 798,364 | $ 186,530 | $ 603,117 | 2,348,406 | $ 248,707 |
Private Placement Warrants [Member] | Fair Value, Inputs, Level 3 [Member] | IPO [Member] | ||||||||||
Class of Warrant or Right [Line Items] | ||||||||||
Issuance of private warrants | 4,177,894 | |||||||||
Private Placement Warrants [Member] | Fair Value, Inputs, Level 3 [Member] | Over-Allotment Option [Member] | ||||||||||
Class of Warrant or Right [Line Items] | ||||||||||
Issuance of private warrants | $ 89,390 |
Schedule of Company_s net defer
Schedule of Company’s net deferred tax assets (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Income Tax Disclosure [Abstract] | ||
Federal net operating loss | $ 7,840 | $ 37,500 |
Startup/Organization Expenses | 807,889 | 550,983 |
Deferred Tax Assets, Gross | 815,729 | 588,483 |
Valuation Allowance | $ (815,729) | $ (588,483) |
Schedule of income tax provisio
Schedule of income tax provision (Details) - USD ($) | 11 Months Ended | 12 Months Ended |
Dec. 31, 2021 | Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | ||
Deferred | $ (588,483) | $ (227,246) |
Change in valuation allowance | $ 588,483 | $ 227,246 |
Schedule of reconciliation of t
Schedule of reconciliation of the federal income tax rate to the Company’s effective tax rate (Details) | 3 Months Ended | 9 Months Ended | 11 Months Ended | 12 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | ||||||
Statutory federal income tax rate | 21% | 21% | 21% | 21% | 21% | 21% |
Change in fair value of warrants | (46.59%) | (71.27%) | ||||
Transaction costs allocated to warrants | 38.48% | |||||
Non-deductibile expenses | 0.23% | |||||
Warrant issuance costs | 5.06% | 0% | ||||
Valuation allowance | 20.53% | 11.56% | ||||
Income tax provision | 0% | 0% |
Income Tax (Details Narrative)
Income Tax (Details Narrative) - USD ($) | 11 Months Ended | 12 Months Ended |
Dec. 31, 2021 | Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | ||
Operating loss carryforwards | $ 178,570 | $ 37,331 |
Taxable income | 80% | |
Change in valuation allowance | 588,483 | $ 227,246 |
Franchise tax expense (benefit) | $ 181,918 | $ 200,000 |