Document And Entity Information
Document And Entity Information | 9 Months Ended |
Sep. 30, 2023 | |
Document Information Line Items | |
Entity Registrant Name | Clover Leaf Capital Corp. |
Document Type | S-4/A |
Amendment Flag | true |
Amendment Description | AMENDMENT NO. 2 |
Entity Central Index Key | 0001849058 |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | true |
Entity Ex Transition Period | false |
Entity Incorporation, State or Country Code | DE |
Condensed Balance Sheets
Condensed Balance Sheets - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Assets: | |||
Cash | $ 13,567 | $ 303,449 | $ 680,302 |
Prepaid expenses | 208,372 | 104,876 | 183,663 |
Total current assets | 221,939 | 408,325 | 863,965 |
Investments held in Trust Account | 14,317,173 | 18,276,649 | 140,404,628 |
Total Assets | 14,539,112 | 18,684,974 | 141,366,538 |
Liabilities, Redeemable Common Stock and Stockholders’ Deficit | |||
Accrued costs and expenses | 695,198 | 367,408 | 442,564 |
Income taxes payable | 132,923 | 137,633 | |
Excise Tax Payable | 42,099 | ||
Deferred income tax | 18,790 | ||
Promissory note to Related Party | 2,767,015 | ||
Total current liabilities | 3,290,846 | 445,467 | |
Deferred underwriting commissions | 4,840,931 | 4,840,931 | 4,840,931 |
Total Liabilities | 9,038,166 | 8,131,777 | 5,286,398 |
Commitments and Contingencies (see Note 7) | |||
Redeemable Common Stock: | |||
Class A common stock subject to possible redemption | 14,453,415 | 18,283,387 | 140,386,985 |
Stockholders’ Deficit: | |||
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | |||
Class A common stock value | 81 | 81 | |
Class B common stock value | 346 | 346 | |
Accumulated deficit | (8,952,896) | (7,730,617) | (4,307,272) |
Total Stockholders’ Deficit | (8,952,469) | (7,730,190) | (4,306,845) |
Total Liabilities, Redeemable Common Stock and Stockholders’ Deficit | 14,539,112 | 18,684,974 | 141,366,538 |
Current assets: | |||
Prepaid expenses – long term portion | 97,945 | ||
Class A Common Stock | |||
Stockholders’ Deficit: | |||
Class A common stock value | 427 | 81 | |
Class B Common Stock | |||
Stockholders’ Deficit: | |||
Class B common stock value | 346 | ||
Related Party | |||
Liabilities, Redeemable Common Stock and Stockholders’ Deficit | |||
Promissory note to Related Party | 3,327,015 | 2,767,015 | |
Total current liabilities | $ 4,197,235 | 3,290,846 | |
Due to related party | $ 2,903 |
Condensed Balance Sheets (Paren
Condensed Balance Sheets (Parentheticals) - $ / shares | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
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 | |||
Preferred stock, shares outstanding | |||
Class A Common Stock | |||
Common stock redemption shares | 1,251,156 | 1,627,158 | 13,831,230 |
Common stock redemption per share (in Dollars per share) | $ 11.55 | $ 11.24 | $ 10.15 |
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 stock, shares issued | 4,271,711 | 813,905 | 813,905 |
Common stock, shares outstanding | 4,271,711 | 813,905 | 813,905 |
Class B Common Stock | |||
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 | 1 | 3,457,807 | 3,457,807 |
Common stock, shares outstanding | 1 | 3,457,807 | 3,457,807 |
Unaudited Condensed Statements
Unaudited Condensed Statements of Operations - USD ($) | 3 Months Ended | 9 Months Ended | 10 Months Ended | 12 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | |
Formation and operating costs | $ 468,110 | $ 384,730 | $ 1,219,117 | $ 1,037,688 | $ 851,777 | $ 1,291,228 |
Loss from operations | (468,110) | (384,730) | (1,219,117) | (1,037,688) | (851,777) | (1,291,228) |
Other income: | ||||||
Recovery of previously incurred costs | 341,684 | 341,684 | ||||
Interest and dividends earned on investments held in trust account | 163,950 | 607,876 | 585,304 | 880,096 | 17,690 | 1,195,135 |
Interest earned on cash held in bank | 41 | 3 | 115 | 26 | 69 | |
Total other income | 163,991 | 607,879 | 585,419 | 1,221,806 | 17,690 | 1,536,888 |
(Loss) Income before provision for income taxes | (304,119) | 223,149 | (633,698) | 184,118 | (834,087) | 245,660 |
Provision for income taxes | (77,724) | (128,936) | (166,523) | (133,611) | (185,423) | |
Net (loss) income | $ (381,843) | $ 94,213 | $ (800,221) | $ 50,507 | $ (834,087) | $ 60,237 |
Basic net (loss) income per share, common stock (in Dollars per share) | $ (0.08) | $ 0 | ||||
Redeemable Class A Common Stock | ||||||
Other income: | ||||||
Basic weighted average common stock outstanding (in Shares) | 1,328,809 | 14,645,135 | 1,526,615 | 14,645,135 | ||
Basic net (loss) income per share, common stock (in Dollars per share) | $ (0.06) | $ 0.01 | $ (0.14) | $ 0 | ||
Non-redeemable Class A and Class B Common Stock | ||||||
Other income: | ||||||
Basic weighted average common stock outstanding (in Shares) | 4,271,712 | 3,457,807 | 4,271,712 | 3,457,807 | ||
Basic net (loss) income per share, common stock (in Dollars per share) | $ (0.06) | $ 0.01 | $ (0.14) | $ 0 | ||
Class A Common Stock | ||||||
Other income: | ||||||
Basic weighted average common stock outstanding (in Shares) | 7,700,506 | 12,204,321 | ||||
Basic net (loss) income per share, common stock (in Dollars per share) | $ (0.08) | $ 0 | ||||
Class B Common Stock | ||||||
Other income: | ||||||
Basic weighted average common stock outstanding (in Shares) | 3,189,105 | 3,457,807 | ||||
Basic net (loss) income per share, common stock (in Dollars per share) | $ (0.08) | $ 0 |
Unaudited Condensed Statement_2
Unaudited Condensed Statements of Operations (Parentheticals) - $ / shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Redeemable Class A Common Stock | ||||
Diluted weighted average common stock outstanding | 1,328,809 | 14,645,135 | 1,526,615 | 14,645,135 |
Diluted net (loss) income per share, common stock | $ (0.06) | $ 0.01 | $ (0.14) | $ 0 |
Non-redeemable Class A and Class B Common Stock | ||||
Diluted weighted average common stock outstanding | 4,271,712 | 3,457,807 | 4,271,712 | 3,457,807 |
Diluted net (loss) income per share, common stock | $ (0.06) | $ 0.01 | $ (0.14) | $ 0 |
Unaudited Condensed Statement_3
Unaudited Condensed Statements of Changes in Stockholders’ Deficit - USD ($) | Class A Common Stock | Class B Common Stock | Additional Paid-in Capital | Accumulated Deficit | Total |
Balance at Feb. 24, 2021 | |||||
Balance (in Shares) at Feb. 24, 2021 | |||||
Class B common stock issued to initial stockholder | $ 359 | 24,641 | 25,000 | ||
Class B common stock issued to initial stockholder (in Shares) | 3,593,750 | ||||
Sales of 103,734 private placement units through the exercise of the over-allotment | $ 10 | 1,037,332 | 1,037,342 | ||
Sales of 103,734 private placement units through the exercise of the over-allotment (in Shares) | 103,734 | ||||
Sale of 571,859 private placement units | $ 57 | 5,718,531 | 5,718,588 | ||
Sale of 571,859 private placement units (in Shares) | 571,859 | ||||
Representative shares | $ 14 | 1,383,109 | 1,383,123 | ||
Representative shares (in Shares) | 138,312 | ||||
Forfeiture of shares due to over-allotment not exercised in full | $ (13) | 13 | |||
Forfeiture of shares due to over-allotment not exercised in full (in Shares) | (135,943) | ||||
Proceeds allocated to equity rights | 760,718 | 760,718 | |||
Issuance costs allocated to equity rights | (52,593) | (52,593) | |||
Class A share remeasurement to redemption value, net of allocation of rights proceeds and offering costs | (8,871,751) | (3,473,185) | (12,344,936) | ||
Net loss | (834,087) | (834,087) | |||
Balance at Dec. 31, 2021 | $ 81 | $ 346 | (4,307,272) | (4,306,845) | |
Balance (in Shares) at Dec. 31, 2021 | 813,905 | 3,457,807 | |||
Net loss | 78,483 | 78,483 | |||
Balance at Mar. 31, 2022 | $ 81 | $ 346 | (4,228,789) | (4,228,362) | |
Balance (in Shares) at Mar. 31, 2022 | 813,905 | 3,457,807 | |||
Balance at Dec. 31, 2021 | $ 81 | $ 346 | (4,307,272) | (4,306,845) | |
Balance (in Shares) at Dec. 31, 2021 | 813,905 | 3,457,807 | |||
Net loss | 50,507 | ||||
Balance at Sep. 30, 2022 | $ 81 | $ 346 | (4,683,263) | (4,682,836) | |
Balance (in Shares) at Sep. 30, 2022 | 813,905 | 3,457,807 | |||
Balance at Dec. 31, 2021 | $ 81 | $ 346 | (4,307,272) | (4,306,845) | |
Balance (in Shares) at Dec. 31, 2021 | 813,905 | 3,457,807 | |||
Remeasurement of Class A ordinary shares to redemption amount | (3,483,582) | (3,483,582) | |||
Net loss | 60,237 | 60,237 | |||
Balance at Dec. 31, 2022 | $ 81 | $ 346 | (7,730,617) | (7,730,190) | |
Balance (in Shares) at Dec. 31, 2022 | 813,905 | 3,457,807 | |||
Balance at Mar. 31, 2022 | $ 81 | $ 346 | (4,228,789) | (4,228,362) | |
Balance (in Shares) at Mar. 31, 2022 | 813,905 | 3,457,807 | |||
Net loss | (122,189) | (122,189) | |||
Balance at Jun. 30, 2022 | $ 81 | $ 346 | (4,350,978) | (4,350,551) | |
Balance (in Shares) at Jun. 30, 2022 | 813,905 | 3,457,807 | |||
Accretion of Class A ordinary shares to redemption amount | (426,498) | (426,498) | |||
Net loss | 94,213 | 94,213 | |||
Balance at Sep. 30, 2022 | $ 81 | $ 346 | (4,683,263) | (4,682,836) | |
Balance (in Shares) at Sep. 30, 2022 | 813,905 | 3,457,807 | |||
Balance at Dec. 31, 2022 | $ 81 | $ 346 | (7,730,617) | (7,730,190) | |
Balance (in Shares) at Dec. 31, 2022 | 813,905 | 3,457,807 | |||
Accretion of Class A ordinary shares to redemption amount | (120,011) | (120,011) | |||
Net loss | (32,464) | (32,464) | |||
Balance at Mar. 31, 2023 | $ 81 | $ 346 | (7,883,092) | (7,882,665) | |
Balance (in Shares) at Mar. 31, 2023 | 813,905 | 3,457,807 | |||
Balance at Dec. 31, 2022 | $ 81 | $ 346 | (7,730,617) | (7,730,190) | |
Balance (in Shares) at Dec. 31, 2022 | 813,905 | 3,457,807 | |||
Balance at Jun. 30, 2023 | $ 81 | $ 346 | (8,448,035) | (8,447,608) | |
Balance (in Shares) at Jun. 30, 2023 | 813,905 | 3,457,807 | |||
Balance at Dec. 31, 2022 | $ 81 | $ 346 | (7,730,617) | (7,730,190) | |
Balance (in Shares) at Dec. 31, 2022 | 813,905 | 3,457,807 | |||
Net loss | (800,221) | ||||
Balance at Sep. 30, 2023 | $ 427 | (8,952,896) | (8,952,469) | ||
Balance (in Shares) at Sep. 30, 2023 | 4,271,711 | 1 | |||
Balance at Mar. 31, 2023 | $ 81 | $ 346 | (7,883,092) | (7,882,665) | |
Balance (in Shares) at Mar. 31, 2023 | 813,905 | 3,457,807 | |||
Accretion of Class A ordinary shares to redemption amount | (179,029) | (179,029) | |||
Net loss | (385,914) | (385,914) | |||
Balance at Jun. 30, 2023 | $ 81 | $ 346 | (8,448,035) | (8,447,608) | |
Balance (in Shares) at Jun. 30, 2023 | 813,905 | 3,457,807 | |||
Conversion of Class B ordinary shares in Class A ordinary shares | $ 346 | $ (346) | |||
Conversion of Class B ordinary shares in Class A ordinary shares (in Shares) | 3,457,806 | (3,457,806) | |||
Accretion of Class A ordinary shares to redemption amount | (80,919) | (80,919) | |||
Excise tax liability on share redemptions | (42,099) | (42,099) | |||
Net loss | (381,843) | (381,843) | |||
Balance at Sep. 30, 2023 | $ 427 | $ (8,952,896) | $ (8,952,469) | ||
Balance (in Shares) at Sep. 30, 2023 | 4,271,711 | 1 |
Unaudited Condensed Statement_4
Unaudited Condensed Statements of Changes in Stockholders’ Deficit (Parentheticals) | 10 Months Ended |
Dec. 31, 2021 shares | |
Statement of Stockholders' Equity [Abstract] | |
Sales of private placement units through the exercise | 103,734 |
Sale of private placement units | 571,859 |
Unaudited Condensed Statement_5
Unaudited Condensed Statements of Cash Flows - USD ($) | 9 Months Ended | 10 Months Ended | 12 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | |
Cash flows from operating activities: | ||||
Net (loss) income | $ (800,221) | $ 50,507 | $ (834,087) | $ 60,237 |
Adjustments to reconcile net (loss) income to net cash used in operating activities: | ||||
Formation cost paid by Sponsor | 6,725 | |||
Interest and dividends earned on investment in Trust | (585,419) | (880,096) | (17,643) | (1,195,135) |
Amortization of prepaid expenses | 206,258 | 46,557 | 102,892 | 46,557 |
Changes in operating assets and liabilities: | ||||
Accrued costs and expenses | 327,790 | (49,143) | 442,564 | (75,156) |
Prepaid expenses | (309,754) | 66,564 | (384,500) | 130,175 |
Due to related party | (2,903) | 2,903 | (2,903) | |
Income taxes payable | (23,500) | 104,611 | 137,633 | |
Deferred income tax | 18,790 | |||
Net cash used in operating activities | (1,184,846) | (663,903) | (681,146) | (879,802) |
Cash flows from investing activities: | ||||
Investment of cash in Trust Account | (180,000) | (1,383,892) | (140,386,985) | (2,767,015) |
Disposal of trust assets for redemptions | 4,209,931 | 125,587,180 | ||
Withdrawal of trust funds to pay taxes | 514,964 | 502,949 | ||
Net cash provided by (used in) investing activities | 4,544,895 | (1,383,892) | (140,386,985) | 123,323,114 |
Cash flows from financing activities: | ||||
Payments from sale of common stocks to initial shareholders | (4,209,931) | |||
Proceeds from Initial Public Offering | 135,546,054 | |||
Proceeds from Private placement | 6,755,930 | |||
Proceeds from sale of founder shares to initial stockholders | 25,000 | |||
Proceeds from issuance of promissory note to related party | 560,000 | 1,383,892 | 130,000 | 2,767,015 |
Payment of promissory note to related party | (174,225) | |||
Payment of deferred offering costs | (534,326) | |||
Payment for redemptions of shares subject to possible redemption | (125,587,180) | |||
Net cash (used in) provided by financing activities | (3,649,931) | 1,383,892 | 141,748,433 | (122,820,165) |
Net change in cash | (289,882) | (663,903) | 680,302 | (376,853) |
Cash, beginning of the period | 303,449 | 680,302 | 680,302 | |
Cash, end of the period | 13,567 | 16,399 | 680,302 | 303,449 |
Supplemental disclosure of cash flow information: | ||||
Remeasurement of Class A ordinary shares to redemption amount | 3,483,582 | |||
Initial value of Class A common stock subject to possible redemption | 140,386,985 | |||
Deferred underwriters commission | 4,840,931 | |||
Deferred offering costs paid by promissory note – related party | 37,500 | |||
Forfeiture of shares due to over-allotment not exercised in full | 13 | |||
Fair value of representative shares issued | $ 1,383,124 | |||
Recognition of liability for excise tax on redemptions | 42,099 | |||
Accretion of Class A ordinary shares to redemption amount | $ 379,959 | $ 426,498 |
Organization, Business Operatio
Organization, Business Operation and Going Concern | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Organization, Business Operation and Going Concern [Abstract] | ||
Organization, Business Operation and Going Concern | Note 1 — Organization, Business Operation and Going Concern Clover Leaf Capital Corp. (the “Company” or “Clover Leaf”), a blank check company incorporated in the State of Delaware for the purpose of effecting a merger, stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Initial Business Combination”). The Company may pursue the Initial Business Combination target in any industry or geographic location. The Company intended to focus its search for a target business engaged in the cannabis industry. As of September 30, 2023, the Company had not commenced any operations. All activity for the period from February 25, 2021 (inception) through September 30, 2023 relates to the Company’s formation, the initial public offering (the “IPO”) and the Company’s efforts to pursue an Initial Business Combination described below. 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 The Company’s sponsor is Yntegra Capital Investments, LLC, a Delaware limited liability company (the “Sponsor”). The Registration Statement for the Company’s IPO (the “IPO Registration Statement”) was declared effective on July 19, 2021. On July 22, 2021, the Company consummated its IPO of 13,831,230 units (the “Units” and, with respect to the Company’s Class A common stock, par value $0.0001 (“Class A common stock”) included in the Units being offered, the “public shares”) at $10.00 per Unit, which is discussed in Note 4 (“ The Initial Public Offering The Private Placement -allotment Transaction costs amounted to $9,562,126 consisting of $2,766,246 of underwriting commissions, $4,840,931 of deferred underwriting commissions, $1,383,123 of fair value of the representative shares, and $571,826 of other cash offering costs. The Company’s Initial Business Combination must be with one or more target businesses that together have a fair market value equal to at least 80% of the net balance in the Trust Account (as defined below) (excluding the amount of deferred underwriting discounts held and taxes payable on the income earned on the Trust Account) at the time of the signing an agreement to enter into an Initial Business Combination. However, the Company will only complete an Initial Business Combination if the post -Initial Following the closing of the IPO on July 22, 2021, $140,386,985 ($10.15 per Unit) from the net proceeds sold in the IPO, including the proceeds of the sale of the Private Placement Units, will be held in a trust account (“Trust Account”), with Continental Stock Transfer & Trust Company (“Continental”) acting as trustee, and until July 6, 2023 were invested only in U.S. government securities with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a -7 from the Trust Account until the earliest to occur of: (1) the completion of an Initial Business Combination; (2) the redemption of any public shares properly submitted in connection with a stockholder vote to amend the Company’s amended and restated certificate of incorporation (A) to modify the substance or timing of the Company’s obligation to redeem 100% of the public shares if the Company does not complete an Initial Business Combination within the applicable period or (B) with respect to any other provision relating to stockholders’ rights or pre -Initial The Company will provide its public stockholders with the opportunity to redeem all or a portion of their public shares upon the completion of the Initial Business Combination either (1) in connection with a stockholder meeting called to approve the Initial Business Combination or (2) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a proposed Initial Business Combination or conduct a tender offer will be made by the Company, solely in its discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would require it to seek stockholder approval under applicable law or stock exchange listing requirement. The Company will provide its public stockholders with the opportunity to redeem all or a portion of their public shares upon the completion of the Initial Business Combination at a per -share The shares of common stock subject to redemption will be recorded at a redemption value and classified as temporary equity upon the completion of the IPO, in accordance with the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” The Company will proceed with an Initial Business Combination if the Company has net tangible assets of at least $5,000,001 upon such consummation of an Initial Business Combination and, if the Company seeks stockholder approval, a majority of the issued and outstanding shares voted are voted in favor of the Initial Business Combination. The Company will have only until January 22, 2024 to complete the Initial Business Combination (the “Combination Period”). Pursuant to the terms of the Company’s amended and restated certificate of incorporation and the trust agreement to be entered into between the Company and Continental, in order to extend the time available for the Company to consummate its Initial Business Combination, the Sponsor or its affiliates or designees, upon five days’ advance notice prior to the applicable deadline, must deposit into the Trust Account for each additional three -month -month -interest On July 18, 2022, the Company issued a promissory note (the “First Extension Note”) in the principal amount of $1,383,123 to the Sponsor in connection with the extension of the Combination Period from July 22, 2022 to October 22, 2022 (the “First Extension”). On October 19, 2022, the Company held a special meeting of stockholders (the “Second Extension Meeting”). At the Second Extension Meeting, the Company’s stockholders approved an amendment to the Company’s amended and restated certificate of incorporation to extend the date by which the Company must consummate its Initial Business Combination from October 22, 2022 to July 22, 2023, or such earlier date as determined by the Company’s board of directors (the “Board”) (the “Second Extension”). In connection with the Second Extension Meeting, stockholders holding 12,204,072 to redeem such shares for a pro rata portion of the funds in the Company’s Trust Account. As a result, approximately $125,587,180.34 (approximately $10.29 per share) was removed from the Company’s Trust Account to pay such holders. On July 19, 2023, the Company held a special meeting of stockholders in lieu of an annual meeting of stockholders (the “Third Extension Meeting”). At the Third Extension Meeting, the Company’s stockholders approved an amendment (the “Third Extension Amendment”) to the Company’s amended and restated certificate of incorporation to extend the date by which the Company must consummate its Initial Business Combination from July 22, 2023 to January 22, 2024, or such earlier date as determined by the Company’s Board (the “Third Extension”). On July 20, 2023, the Company filed the Third Extension Amendment with the Secretary of State of the State of Delaware. In connection with the Third Extension Meeting, stockholders holding 376,002 In connection with the Third Extension, the Company will cause up to $360,000 to be deposited into the Trust Account in installments of $60,000 per month, which equates to approximately $0.048 per remaining Public Share, for each calendar month or portion thereof (commencing on July 22, 2023 and on the 22 nd On August 31, 2023, the Company received a deficiency letter from the Listing Qualifications Department (the “Staff”) of The Nasdaq Stock Market (“Nasdaq”) notifying the Company that the Company no longer meets the minimum 300 public holders requirement for The Nasdaq Capital Market pursuant to Nasdaq Listing Rule 5550(a)(3) (the “Minimum Public Holders Requirement”). The notification received has no immediate effect on the Company’s Nasdaq listing. On October 16, 2023, the Company submitted to Nasdaq a plan to regain compliance with the Minimum Public Holders Requirement. On October 25, 2023, in response to such compliance plan, the Staff granted the Company an extension of time to regain compliance with the Minimum Public Holders Requirement. On or before February 27, 2024, the Company must file with Nasdaq documentation that demonstrates that its common stock has a minimum of 300 public holders, and if the Company does not satisfy such terms, the Company’s securities will be delisted. At that time, the Company may appeal the Staff’s determination to a Listing Qualifications Panel. If the Company has not completed the Initial Business Combination within the Combination Period, the Company will: (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per -share The Sponsor, officers and directors have entered into a letter agreement with the Company, pursuant to which they have agreed to waive: (i) their redemption rights with respect to any Founder Shares, as defined below (see Note 6), Private Placement shares and public shares held by them, as applicable, in connection with the completion of the Initial Business Combination; (ii) their redemption rights with respect to any Founder Shares and public shares held by them in connection with a stockholder vote to amend the Company’s amended and restated certificate of incorporation (a) to modify the substance or timing of the Company’s obligation to redeem 100% of the public shares if the Company does not complete the Initial Business Combination within the Combination Period or (b) with respect to any other provision relating to stockholders’ rights or pre -Initial The Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party (other than the Company’s independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (i) $10.15 per public share or (ii) the actual amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.15 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable), nor will it apply to any claims under the Company’s indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act of 1933 (the “Securities Act”). The Company has not independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and believes that the Sponsor’s only assets are securities of the Company and, therefore, the Sponsor may not be able to satisfy those obligations. The Company has not asked the Sponsor to reserve for such obligations. Going Concern As of September 30, 2023 and December 31, 2022, the Company had $13,567 and $303,449 in cash, respectively, and working capital deficit of $3,950,016 and $2,882,521 (net of Delaware franchise and income taxes), respectively. Prior to the completion of the IPO, the Company’s liquidity needs had been satisfied through a payment from the Sponsor of $25,000 (see Note 6) for the Founder Shares to cover certain offering costs and the loan under an unsecured promissory note from the Sponsor of $300,000 (see Note 6). On July 24, 2023, the Company issued a promissory note (the “Working Capital Note”) in the principal amount of up to $300,000 to the Sponsor. The Working Capital Note was issued in connection with advances the Sponsor may make in the future to the Company for working capital expenses. The loan is non -interest In addition, in order to finance transaction costs in connection with an Initial Business Combination, the Company’s Sponsor or an affiliate of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to, provide the Company Working Capital Loans, as defined below (see Note 6). As of September 30, 2023 and December 31, 2022, there were no amounts outstanding under any Working Capital Loans. Until the consummation of an Initial 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 Initial 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. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. In connection with the Company’s assessment of going concern considerations in accordance with FASB’s Accounting Standards Update (“ASU”) Topic 2014 -15 Merger Agreement On June 1, 2023, Clover Leaf entered into an Agreement and Plan of Merger (the “Merger Agreement”) with CL Merger Sub, Inc., a Nevada corporation and a wholly -owned Pursuant to the Merger Agreement, subject to the terms and conditions set forth therein upon the consummation of the transactions contemplated by the Merger Agreement (the “Closing”), Merger Sub will merge with and into Kustom Entertainment (the “Merger” and, together with the other transactions contemplated by the Merger Agreement, the “Transactions”), with Kustom Entertainment continuing as the surviving corporation in the Merger and a wholly -owned The aggregate merger consideration to be paid pursuant to the Merger Agreement to the Kustom Entertainment Stockholder as of immediately prior to the Effective Time will be an amount equal to (the “Merger Consideration”) (i) $125 million, minus (ii) the estimated consolidated indebtedness of Kustom Entertainment as of the Closing (“Closing Indebtedness”). The Merger Consideration to be paid to the Kustom Entertainment Stockholder will be paid solely by the delivery of new shares of Clover Leaf Class A Common Stock, each valued at $11.14 per share. The Closing Indebtedness (and the resulting Merger Consideration) is based solely on estimates determined shortly prior to the Closing and is not subject to any post -Closing -up Risks and Uncertainties Management continues to evaluate the impact of the COVID -19 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 an Initial Business Combination, a vote by the stockholders of the Company to extend the period of time to complete the Initial 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 an Initial 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 Initial Business Combination, extension or otherwise, (ii) the structure of an Initial Business Combination, (iii) the nature and amount of any “PIPE” or other equity issuances in connection with an Initial Business Combination (or otherwise issued not in connection with an Initial Business Combination but issued within the same taxable year of an Initial 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 an Initial Business Combination and in the Company’s ability to complete an Initial Business Combination. | Note 1 — Organization, Business Operation and Going Concern Clover Leaf Capital Corp. (the “Company”) a blank check company incorporated in the State of Delaware for the purpose of effecting a merger, stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company may pursue the initial Business Combination target in any industry or geographic location, the Company intends to focus its search for a target business engaged in the cannabis industry. As of December 31, 2022, the Company had not commenced any operations. All activity for the period from February 25, 2021 (inception) through December 31, 2022 relates to the Company’s formation and the initial public offering (the “IPO”) and search for the business combination target as described below. 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 The Company’s sponsor is Yntegra Capital Investments, LLC, a Delaware limited liability company (the “Sponsor”). The registration statement for the Company’s IPO was declared effective on July 19, 2021 (the “Effective Date”). On July 22, 2021, the Company consummated its IPO of 13,831,230 Units (the “Units” and, with respect to the Class A common stock included in the Units being offered, the “public shares”) at $10.00 per Unit, which is discussed in Note 3 (the “Initial Public Offering”), and the sale of 675,593 Units which is discussed in Note 4 (the “Private Placement”), at a price of $10.00 per Unit, in a private placement to the Sponsor and Maxim Group LLC (“Maxim”), the representative of the underwriters, that closed simultaneously with the IPO. On July 22, 2021 the underwriters partially exercised their over -allotment Transaction costs amounted to $9,562,126 consisting of $2,766,246 of underwriting commissions, $4,840,931 of deferred underwriting commissions, $1,383,123 of fair value of the representative shares and $571,826 of other cash offering costs. The Company’s Business Combination must be with one or more target businesses that together have a fair market value equal to at least 80% of the net balance in the Trust Account (as defined below) (excluding the amount of deferred underwriting discounts held and taxes payable on the income earned on the Trust Account) at the time of the signing an agreement to enter into a Business Combination. However, the Company will only complete a Business Combination if the post -Business Following the closing of the IPO on July 22, 2021, $140,386,985 ($10.15 per Unit) from the net proceeds sold in the IPO, including the proceeds of the sale of the Private Placement Units, will be held in a Trust Account (“Trust Account”) and will be invested only in U.S. government securities with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a -7 stockholders’ rights or pre -initial The Company will provide its public stockholders with the opportunity to redeem all or a portion of their public shares upon the completion of the initial Business Combination either (1) in connection with a stockholder meeting called to approve the Business Combination or (2) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a proposed Business Combination or conduct a tender offer will be made by the Company, solely in its discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would require it to seek stockholder approval under applicable law or stock exchange listing requirement. The Company will provide its public stockholders with the opportunity to redeem all or a portion of their public shares upon the completion of the initial Business Combination at a per -share The shares of common stock subject to redemption will be recorded at a redemption value and classified as temporary equity upon the completion of the IPO, in accordance with Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” The Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 upon such consummation of a Business Combination and, if the Company seeks stockholder approval, a majority of the issued and outstanding shares voted are voted in favor of the Business Combination. The Company will have only until July 22, 2023 to complete the initial Business Combination (the “Combination Period”). Pursuant to the terms of the Company’s amended and restated certificate of incorporation and the trust agreement to be entered into between the Company and Continental Stock Transfer & Trust Company, in order to extend the time available for the Company to consummate its initial Business Combination, the Sponsor or its affiliates or designees, upon five days advance notice prior to the applicable deadline, must deposit into the trust account for each additional three month period, $1,383,123 ($0.10 per share on or prior to the date of the applicable deadline) for each additional three month period. Any such payments would be made in the form of a loan. Any such loans will be non -interest On July 18, 2022, the Company issued a promissory note (the “Note”) in the principal amount of $1,383,123 (the “Extension Payment”) to the Sponsor in connection with the extension of the Combination Period from July 22, 2022 to October 22, 2022. On October 19, 2022, the Company held a special meeting of stockholders (the “Meeting”). At the Meeting, the Company’s stockholders approved an amendment to the Company’s amended and restated certificate of incorporation (the “Extension Amendment”) to extend the date by which the Company must consummate its initial business combination from October 22, 2022 to July 22, 2023, or such earlier date as determined by the Company’s board of directors (the “Extension”). In connection with the Meeting, stockholders holding 12,204,072 If the Company has not completed the initial Business Combination within the Combination Period, the Company will: (1) cease all operations except for the purpose of winding up; (2) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per -share amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay franchise and income taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then issued and outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any); and (3) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the board of directors, liquidate and dissolve, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. The Sponsor, officers and directors have entered into a letter agreement with the Company, pursuant to which they have agreed to waive: (1) their redemption rights with respect to any Founder Shares, private placement shares and public shares held by them, as applicable, in connection with the completion of the initial Business Combination; (2) their redemption rights with respect to any Founder Shares and public shares held by them in connection with a stockholder vote to amend the Company’s amended and restated certificate of incorporation (A) to modify the substance or timing of the Company’s obligation to redeem 100% of the public shares if the Company does not complete the initial Business Combination within the Combination Period or (B) with respect to any other provision relating to stockholders’ rights or pre -initial The Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party (other than the Company’s independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (1) $10.15 per public share or (2) the actual amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.15 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under our indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act of 1933 (the “Securities Act”). The Company has not independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and believe that the Sponsor’s only assets are securities of the Company and, therefore, the Sponsor may not be able to satisfy those obligations. The Company has not asked the Sponsor to reserve for such obligations. Going Concern As of December 31, 2022, and 2021, the Company had $303,449 and $680,302 in cash, respectively, and working capital deficit of $2,882,521 (net of Delaware Franchise and income taxes) and working capital of $418,498, respectively. Prior to the completion of the IPO, the Company’s liquidity needs had been satisfied through a payment from the Sponsor of $25,000 (see Note 5) for the Founder Shares to cover certain offering costs and the loan under an unsecured promissory note from the Sponsor of $300,000 (see Note 5). In addition, in order to finance transaction costs in connection with a Business Combination, the Company’s Sponsor or an affiliate of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to, provide the Company Working Capital Loans, as defined below (see Note 5). As of December 31, 2022 and 2021, there were no amounts outstanding under any Working Capital Loans. 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. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standard Board’s Account Standards Update (“ASU”) 2014 -15 Risks and Uncertainties Management continues to evaluate the impact of the COVID -19 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, a vote by the stockholders of the Company to extend the period of time to complete the 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. |
Revision of Previously Issued F
Revision of Previously Issued Financial Statements | 9 Months Ended |
Sep. 30, 2023 | |
Revision of Previously Issued Financial Statements [Abstract] | |
Revision of Previously Issued Financial Statements | Note 2 — Revision of Previously Issued Financial Statements During preparation of the financial statements for the period ended September 30, 2023, the Company determined that the amounts of income taxes payable and formation and operating costs for the period ended June 30, 2023, were overstated by $149,000. In accordance with SEC Staff Accounting Bulletin No. Impact of the Revision As Adjustment As revised Condensed Unaudited Balance Sheet as of June 30, 2023 Income taxes payable 245,222 (149,000 ) 96,222 Total current liabilities 4,004,192 (149,000 ) 3,855,192 Total Liabilities 8,845,123 (149,000 ) 8,696,123 Accumulated deficit (8,597,035 ) 149,000 (8,448,035 ) Total Stockholders’ Deficit (8,596,608 ) 149,000 (8,447,608 ) Statement of Shareholder equity as of June 30, 2023 Accumulated deficit (8,597,035 ) 149,000 (8,448,035 ) Total Stockholders’ Deficit (8,596,608 ) 149,000 (8,447,608 ) Condensed Unaudited Statement of Operation For the three months ended June 30, 2023 Formation and operating costs 709,836 (149,000 ) 560,836 Loss from operations (709,836 ) 149,000 (560,836 ) Loss before provision for income taxes (487,694 ) 149,000 (338,694 ) Net loss (534,914 ) 149,000 (385,914 ) Basic and diluted weighted average of Class A common stock outstanding 2,441,063 Basic and diluted net loss per share, Class A common stock (0.08 ) 0.01 (0.07 ) Basic and diluted weighted average Class B common stock outstanding 3,457,807 Basic and diluted net loss per share, Class B common stock (0.08 ) 0.01 (0.07 ) For the six months ended June 30, 2023 Formation and operating costs 900,007 (149,000 ) 751,007 Loss from operations (900,007 ) 149,000 (751,007 ) Loss before provision for income taxes (478,579 ) 149,000 (329,579 ) Net loss (567,378 ) 149,000 (418,378 ) Basic and diluted weighted average of Class A common stock outstanding 2,441,063 Basic and diluted net loss per share, Class A common stock (0.10 ) 0.03 (0.07 ) Basic and diluted weighted average Class B common stock outstanding 3,457,807 Basic and diluted net loss per share, Class B common stock (0.10 ) 0.03 (0.07 ) Condensed Unaudited Statement of Cash Flows as of June 30, 2023 Net Loss (567,378 ) 149,000 (418,378 ) Changes in current assets and current liabilities: Income taxes payable 88,799 (149,000 ) (60,201 ) |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Summary of Significant Accounting Policies [Abstract] | ||
Summary of Significant Accounting Policies | Note 3 — Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed 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 -X The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10 -K -K -K Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes -Oxley Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non -emerging Use of Estimates The preparation of these unaudited condensed financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. Cash and Cash Equivalents The Company considers all short -term Investments Held in Trust Account As of September 30, 2023 and December 31, 2022, the Company had $14,317,173 and $18,276,649 in investments held in the Trust Account, respectively. As of September 30, 2023, the Company’s investments held in the Trust Account are held in an interest -bearing Prior to the current reporting period, the Company classified its United States Treasury securities as held -to-maturity -to-maturity -to-maturity A decline in the market value of held -to-maturity -end Premiums and discounts are amortized or accreted over the life of the related held -to-maturity -interest The carrying value, excluding gross unrealized holding loss and fair value of held -to-maturity Carrying Gross Gross Fair Money Market Funds 14,317,173 — — 14,317,173 $ 14,317,173 $ — $ — $ 14,317,173 Carrying Gross Gross Fair U.S. Treasury Securities (matures November 25, 2022) 18,276,649 — 217 18,276,866 $ 18,276,649 $ — $ 217 $ 18,276,866 Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the federal depository insurance coverage of $250,000. The Company has not experienced losses on these accounts, and management believes the Company is not exposed to significant risks on such accounts. Offering Costs Associated with Initial Public Offering The Company complies with the requirements of the FASB ASC Topic 340 -10-S99-1 -redeemable Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC Topic 820, “Fair Value Measurements and Disclosures,” (“ASC 820”) approximates the carrying amounts represented in the balance sheet, primarily due to its short -term The Company follows the guidance in ASC 820 for its financial assets and liabilities that are re -measured -financial -measured The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: • • • 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 FASB 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 -current -cash Class A Common Stock Subject to Possible Redemption All of the 13,831,230 Class A common stock sold as part of the Units in the IPO contain a redemption feature that 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 Initial Business Combination and in connection with certain amendments to the Company’s amended and restated certificate of incorporation. In accordance with the SEC and its staff’s guidance on redeemable equity instruments, which has been codified in FASB ASC Topic 480 -10-S99 -20 -Debt If it is probable that the equity instrument will become redeemable, the Company has the option to either accrete changes in the redemption value over the period from the date of issuance (or from the date that it becomes probable that the instrument will become redeemable, if later) to the earliest redemption date of the instrument or to recognize changes in the redemption value immediately as they occur and adjust the carrying amount of the instrument to equal the redemption value at the end of each reporting period. The Company has elected to recognize the changes immediately. Immediately upon the closing of the IPO, 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 As of September 30, 2023 and December 31, 2022, the Class A common stock reflected on the balance sheet is reconciled in the following table: Gross Proceeds $ 138,312,300 Proceeds allocated to equity rights (760,718 ) Less: Issuance costs related to Class A common stock subject to possible redemption (9,509,534 ) Plus: Remeasurement of carrying value to redemption value 12,344,937 Contingently redeemable Class A common stock subject to possible redemption (December 31, 2021) 140,386,985 Less: Redemptions of Class A common stock (125,587,180 ) Plus: Remeasurement of carrying value to redemption value 3,483,582 Contingently redeemable Class A common stock subject to possible redemption (December 31, 2022) 18,283,387 Plus: Remeasurement of carrying value to redemption value 120,011 Contingently redeemable Class A common stock subject to possible redemption (March 31, 2023) 18,403,398 Plus: Remeasurement of carrying value to redemption value 179,029 Contingently redeemable Class A common stock subject to possible redemption (June 30, 2023) 18,582,427 Plus: Remeasurement of carrying value to redemption value 80,919 Less: Redemptions of Class A common stock (4,209,931 ) Contingently redeemable Class A common stock subject to possible redemption (September 30, 2023) $ 14,453,415 Net (Loss) Income Per Common Stock The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” (“ASC 260”) Net (loss) income per share is computed by dividing net (loss) income by the weighted average number of shares of common stock outstanding during the period. The Company has two classes of shares, redeemable common stock and non -redeemable -redeemable -class -redeemable -redeemable The calculation of diluted (loss) income per share of common stock does not consider the effect of the rights issued in connection with the IPO since exercise of the rights is contingent upon the occurrence of future events and the inclusion of such rights would be anti -dilutive The basic and diluted (loss) income per common stock is calculated as follows: For the Three Months Ended For the Three Months Ended For the Nine Months Ended For the Nine Months Ended Common stock subject to possible redemption Numerator: Net (loss) income allocable to Class A common stock subject to possible redemption $ (90,598 ) $ 76,217 $ (210,687 ) $ 40,860 Denominator: Weighted average Class A common stock subject to possible redemption, basic and diluted 1,328,809 14,645,135 1,526,615 14,645,135 Basic and diluted net (loss) income per share, Class A common stock subject to possible redemptions $ (0.06 ) $ 0.01 $ (0.14 ) $ 0.00 Non-redeemable common stock Numerator: Net (loss) income allocable to Class A and Class B non-redeemable common stock $ (291,245 ) $ 17,995 $ (589,534 ) $ 9,647 Denominator: Weighted average non-redeemable common stock, basic and diluted 4,271,712 3,457,807 4,271,712 3,457,807 Basic and diluted net (loss) income per share, Class A and Class B non-redeemable common stock $ (0.06 ) $ 0.01 $ (0.14 ) $ 0.00 Income Taxes The Company accounts for income taxes under FASB ASC Topic 740, “Income Taxes” (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the unaudited condensed financial statements and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. As of September 30, 2023 and December 31, 2022, the Company’s deferred tax asset had a full valuation allowance recorded against it. The Company’s effective tax rate was (25.56)% and 57.78% for the three months ended September 30, 2023, and 2022, respectively, and (26.28%) and 72.57% for the nine months ended September 30, 2023, and 2022, respectively. The effective tax rate differs from the statutory tax rate of 21% for the three and nine months ended September 30, 2023 and 2022, due to the valuation allowance on the deferred tax assets. 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 The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of September 30, 2023 and December 31, 2022. The Company is currently not aware of any issues under review that could result in significant payments, accruals, or material deviations from its position. The Company has identified the United States and Florida as its only “major” tax jurisdictions. The Company is subject to income taxation by major taxing authorities since inception. These examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. Recent Accounting Pronouncements In August 2020, the FASB issued ASU Topic 2020 -06 -Debt -20 -Contracts -40 -06 -06 -linked -06 Management does not believe that any other recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s unaudited condensed financial statements. | Note 2 — Summary of Significant Accounting Policies Basis of Presentation The accompanying financial statements of the Company are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes -Oxley Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non -emerging Use of Estimates The preparation of these financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. Cash and Cash Equivalents The Company considers all short -term Investments Held in Trust Account As of December 31, 2022 and 2021, the Company had $18,276,649 and $140,404,628 in investments held in the Trust Account, respectively. The Company classifies its United States Treasury securities as held -to-maturity -to-maturity -to-maturity A decline in the market value of held -to-maturity -end Premiums and discounts are amortized or accreted over the life of the related held -to-maturity -interest The carrying value, excluding gross unrealized holding loss and fair value of held to maturity securities on December 31, 2022 and 2021, are as follows: Carrying Value as of December 31, 2022 Gross Unrealized Gains Gross Unrealized Losses Fair Value as of December 31, 2022 U.S. Treasury Securities (matures May 25, 2023) 18,276,649 — 217 18,276,866 $ 18,276,649 $ — $ 217 $ 18,276,866 Carrying Value as of December 31, 2021 Gross Unrealized Gains Gross Unrealized Losses Fair Value as of December 31, 2021 U.S. Treasury Securities (matures February 24, 2022) 140,404,628 — (1,142 ) 140,403,486 $ 140,404,628 $ — $ (1,142 ) $ 140,403,486 Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the federal depository insurance coverage of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. Offering Costs Associated with Initial Public Offering The Company complies with the requirements of the ASC 340 -10-S99-1 -redeemable Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheets, primarily due to its short -term The Company follows the guidance in ASC 820 for its financial assets and liabilities that are re -measured -financial -measured The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: • • • 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 -current -cash Class A Common Stock Subject to Possible Redemption All of the 13,831,230 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 -20 If it is probable that the equity instrument will become redeemable, the Company has the option to either accrete changes in the redemption value over the period from the date of issuance (or from the date that it becomes probable that the instrument will become redeemable, if later) to the earliest redemption date of the instrument or to recognize changes in the redemption value immediately as they occur and adjust the carrying amount of the instrument to equal the redemption value at the end of each reporting period. The Company has elected to recognize the changes immediately. 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 As of December 31, 2022 and 2021, the Class A common stock reflected on the balance sheets are reconciled in the following table: Gross Proceeds $ 138,312,300 Proceeds allocated to equity rights (760,718 ) Less: Issuance costs related to Class A common stock subject to possible redemption (9,509,534 ) Plus: Remeasurement of carrying value to redemption value 12,344,937 Contingently redeemable Class A common stock subject to possible redemption (December 31, 2021) 140,386,985 Less: Redemptions of Class A common stock (125,587,180 ) Plus: Remeasurement of carrying value to redemption value 3,483,582 Contingently redeemable Class A common stock subject to possible redemption (December 31, 2022) $ 18,283,387 Net Income (Loss) Per Common Stock The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, Earnings Per Share. Net loss per share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. The Company has two classes of shares, redeemable common stock and non -redeemable -redeemable -class and non -redeemable -redeemable The calculation of diluted income (loss) per share of common stock does not consider the effect of the rights issued in connection with the IPO since exercise of the rights is contingent upon the occurrence of future events and the inclusion of such rights would be anti -dilutive The basic and diluted loss per common stock is calculated as follows: 2022 For the 2021 Common stock subject to possible redemption Numerator: Net income (loss) allocable to Class A common stock subject to possible redemption $ 46,938 $ (589,818 ) Denominator: Weighted Average Class A common stock, basic and diluted 12,204,321 7,700,506 Basic and Diluted net income (loss) per share, Class A common stock $ 0.00 $ (0.08 ) Non-redeemable common stock Numerator: Net income (loss) allocable to Class B common stock $ 13,299 $ (244,269 ) Denominator: Weighted Average non-redeemable common stock, basic and diluted 3,457,807 3,189,105 Basic and diluted net income (loss) per share, common stock $ 0.00 $ (0.08 ) Income Taxes The Company accounts for income taxes under FASB ASC 740, “Income Taxes” (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement 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. 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 The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2022 and 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company 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. Recent Accounting Pronouncements In August 2020, the FASB issued ASU No. 2020 -06 -20 -40 -06 -linked -06 Management does not believe that any other recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. |
Initial Public Offering
Initial Public Offering | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Initial Public Offering [Abstract] | ||
Initial Public Offering | Note 4 — Initial Public Offering On July 22, 2021, the Company consummated its IPO of 13,831,230 Units at a purchase price of $10.00 per Unit, generating gross proceeds of $138,312,300. This included 1,331,230 Units due to a partial over -allotment -allotment -eighth The Company paid an underwriting fee at the closing of the IPO of $2,766,246. An additional fee of $4,840,931 was deferred and will become payable to the underwriters from the amounts held in the Trust Account solely in the event the Company completes its Initial Business Combination. | Note 3 — Initial Public Offering On July 22, 2021, the Company consummated its IPO of 13,831,230 Units at a purchase price of $10.00 per Unit, generating gross proceeds of $138,312,300. This included 1,331,230 units due to a partial over -allotment -allotment -eighth The Company paid an underwriting fee at the closing of the IPO of $2,766,246. An additional fee of $4,840,931 was deferred and will become payable to the underwriters from the amounts held in the Trust Account solely in the event the Company completes its initial Business Combination. |
Private Placement
Private Placement | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Private Placement [Abstract] | ||
Private Placement | Note 5 — Private Placement Simultaneously with the closing of the IPO and the sale of the Units, the Sponsor purchased an aggregate of 571,859 Private Placement Units at a price of $10.00 per Private Placement Unit ($5,718,590 in the aggregate) and Maxim purchased an aggregate of 103,734 Private Placement Units at a price of $10.00 per Private Placement Unit ($1,037,340 in the aggregate) in a Private Placement. Each Private Placement Unit is identical to the Units offered in the IPO except as described below. The Private Placement Units and their component securities will not be transferable, assignable or salable until after the completion of the Initial Business Combination except to permitted transferees. There will be no redemption rights or liquidating distributions from the Trust Account with respect to the Founder Shares, private placement shares or private placement rights, which will expire worthless if the Company does not consummate an Initial Business Combination within the Combination Period. | Note 4 — Private Placement Simultaneously with the closing of the IPO and the sale of the Units, the Sponsor purchased an aggregate of 571,859 Private Placement Units at a price of $10.00 per Unit ($5,718,590 in the aggregate) and the representative purchased an aggregate of 103,734 Private Placement Units at a price of $10.00 per Unit ($1,037,340 in the aggregate) in a private placement. Each Private Placement Unit is identical to the Units offered in the IPO except as described below. The Private Placement Units and their component securities will not be transferable, assignable or salable until after the completion of the initial Business Combination except to permitted transferees. There will be no redemption rights or liquidating distributions from the Trust Account with respect to the Founder Shares, private placement shares or private placement rights, which will expire worthless if the Company does not consummate a Business Combination within the Combination Period. |
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 6 — Related Party Transactions Founder Shares In March 2021, the Sponsor paid $25,000 in consideration for 3,593,750 -allotment -allotment -allotment On April 8, 2021, the Sponsor transferred a membership interest (the “Interest”) to three of the Company’s officers and the three independent directors of 75,000 Founder Shares. The Interest relates solely to the number of Founder Shares laid out in the Company’s officers’ and independent directors’ respective agreements. The transferred shares shall vest upon the Company consummating an Initial Business Combination (the “Vesting Date”). If prior to the Vesting Date, any of the grantees ceases to remain in their role, either voluntarily or for a cause (a “Separation Event”), 100% of the shares granted will be automatically and immediately transferred back to the Sponsor upon such Separation Event. Since the stock grants to both directors and to the officers contain the performance condition of consummating an Initial Business Combination, the Company has determined the appropriate accounting treatment is to defer recognition of the compensation costs until the consummation of an Initial Business Combination in accordance with FASB ASC Topic 718, “Compensation -Stock The Company’s initial stockholders, including the Interests transferred to the Company’s officers and directors, have agreed not to transfer, assign or sell any of their Founder Shares until the earlier to occur of: (i) six months after the completion of the Initial Business Combination; and (ii) subsequent to the Initial Business Combination (a) if the closing price of the shares of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30 -trading -up On July Promissory Note — Related Party On March 4, 2021, the Sponsor agreed to loan the Company up to $300,000 to be used for a portion of the expenses of the IPO, under a promissory note. These loans are non -interest On July 18, 2022, the Company issued the First Extension Note in the principal amount of $1,383,123 to the Sponsor in connection with the First Extension. The First Extension Note bears no interest and is due and payable upon the earlier to occur of (i) the date on which the Company’s Initial Business Combination is consummated and (ii) the liquidation of the Company on or before October 22, 2022 or such liquidation date as may be approved by the Company’s stockholders. At the election of the Sponsor, up to $1,383,123 of the unpaid principal amount of the First Extension Note may be converted into Units of the Company (the “Conversion Units”) with the total Conversion Units so issued shall be equal to: (i) the portion of the principal amount of the First Extension Note being converted divided by (ii) the conversion price of ten dollars ($10.00), rounded up to the nearest whole number of Conversion Units. The conversion feature included in the First Extension Note is closely related to the debt instrument itself and is not bifurcated from the host instrument. On October 19, 2022, in connection with the Second Extension, the Company issued a further promissory note (the “Second Extension Note”) in the principal amount of $1,383,123 to the Sponsor pursuant to which the Sponsor loaned to the Company $1,383,123 to deposit into the Company’s Trust Account for each share of the Company’s Class A common stock that was not redeemed in connection with the Second Extension. The Second Extension Note bears no interest and is repayable in full upon the earlier of (i) the date of the consummation of the Company’s Initial Business Combination, or (ii) the date of the liquidation of the Company. As of September 30, 2023 and December 31, 2022, there is $3,067,015 and $2,767,015 outstanding under the First Extension Note and Second Extension Note, respectively. On July 21, 2023, the Company issued a promissory note (the “Third Extension Note”) in the aggregate principal amount of up to $360,000 to the Sponsor, pursuant to which the Sponsor agreed to loan to the Company up to $360,000 to deposit into Trust Account for the Company’s Class A common stock, held by the Company’s public stockholders that were not redeemed in connection with the Third Extension Amendment. On July 21, 2023, the Company deposited $60,000 into the Trust Account, with such amount being treated as the first draw under the Third Extension Note, and the Company will continue to deposit $60,000 into the Trust Account for each additional calendar month (promptly following the 22 nd On July 21, 2023, the Company issued the Working Capital Note in the principal amount of up to $300,000 to the Sponsor. The Working Capital Note was issued in connection with advances the Sponsor may make in the future to the Company for working capital expenses. The loan is non -interest Related Party Loans In order to fund working capital deficiencies or 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 will repay such loaned amounts out of the proceeds of the Trust Account released to the Company. Otherwise, such Working Capital 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 Working Capital Loans may be convertible into Private Placement -equivalent Administrative Support Agreement Commencing on the date of the IPO, the Company has agreed to pay an affiliate of the Sponsor for office space, secretarial, and administrative services provided to members of the management team, in the amount of $10,000 per month. The administrative support agreement began on the day the Company first listed on The Nasdaq Capital Market and continue monthly until the completion of the Company’s Initial Business Combination or liquidation of the Company. For the three and nine months ended September 30, 2023, the Company incurred $30,000 and $90,000, respectively, in administrative support fees, which is included in formation and operating costs in the accompanying statements of operations. For the three and nine months ended September 30, 2022, the Company incurred $30,000 and $90,000, respectively, in administrative support fees, which is included in formation and operating costs in the accompanying statements of operations. As of September 30, 2023 and December 31, 2022, there was $0 and $2,903, respectively, outstanding, which is included on the accompanying balance sheets as “due to related party”. | Note 5 — Related Party Transactions Founder Shares In March 2021, the Sponsor paid $25,000 in consideration for 3,593,750 -allotment -allotment -allotment On April 8, 2021, the Sponsor transferred a membership interest (the “Interest”) to 3 of the Company’s officers and the 3 Independent Directors of 75,000 Founder Shares. The Interest relates solely to the number of Founder Shares laid out in their respective agreements. The transferred shares shall vest upon the Company consummating an initial Business Combination (the “Vesting Date”). If prior to the Vesting Date, any of the grantees ceases to remain in their role, either voluntarily or for a cause, (a “Separation Event”), 100% of the shares granted will be automatically and immediately transferred back to the Sponsor upon such Separation Event. Since the stock grants to both directors and to the officers contain the performance condition of consummating a Business Combination, the Company has determined the appropriate accounting treatment is to defer recognition of the compensation costs until the consummation of an initial Business Combination in accordance with ASC Topic 718 — “Compensation — Stock Compensation”. The Company’s initial stockholders, including the Interests transferred to the Company’s officers and directors, have agreed not to transfer, assign or sell any of their Founder Shares until the earlier to occur of: (A) six months after the completion of the initial Business Combination; and (B) subsequent to the initial Business Combination (x) if the closing price of the shares of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30 -trading -up Promissory Note — Related Party On March 4, 2021, the Sponsor agreed to loan the Company up to $300,000 to be used for a portion of the expenses of the Initial Public Offering, under a promissory note. These loans are non -interest On July 18, 2022, the Company issued a promissory note (the “July Note”) in the principal amount of $1,383,123 to the Sponsor in connection with the Company’s extension of the date by which the Company has to complete its initial Business Combination from July 22, 2022 to October 22, 2022. The July Note bears no interest and is due and payable upon the earlier to occur of (i) the date on which the Company’s initial Business Combination is consummated and (ii) the liquidation of the Company on or before October 22, 2022 or such liquidation date as may be approved by the Company’s stockholders. At the election of the Sponsor, up to $1,383,123 of the unpaid principal amount of the July Note may be converted into units of the Company (the “Conversion Units”) with the total Conversion Units so issued shall be equal to: (x) the portion of the principal amount of the July Note being converted divided by (y) the conversion price of ten dollars ($10.00), rounded up to the nearest whole number of units. The conversion feature included in the July Note is closely related to the debt instrument itself and is not bifurcated from the host instrument. On October 19, 2022, in connection with the extension of the period of initial Business Combination from October 22, 2022, to July 22, 2023, the Company issued a further promissory note (the “October Note”) in the principal amount of $1,383,123 to the Sponsor pursuant to which the Sponsor loaned to the Company $1,383,123 to deposit into the Company’s Trust Account for each share of the Company’s Class A common stock that was not redeemed in connection with the Extension. The October Note bears no interest and is repayable in full upon the earlier of (a) the date of the consummation of the Company’s initial Business Combination, or (b) the date of the liquidation of the Company. As of December 31, 2022 and 2021, there is $2,767,015 and $0 outstanding under the July Note and October Notes, respectively. Related Party Loans In order to fund working capital deficiencies or 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 of such loans may be convertible into private placement -equivalent Administrative Support Agreement Commencing on the date of the IPO, the Company has agreed to pay an affiliate of the Sponsor for office space, secretarial and administrative services provided to members of the management team, in the amount of $10,000 per month. The administrative support agreement began on the day the Company first listed on the Nasdaq Capital Market and continue monthly until the completion of the Company’s initial Business Combination or liquidation of the Company. For the year ended December 31, 2022, the Company incurred $120,000 in administrative support fees which is included in formation and operating costs in the accompanying statements of operations. For the period from February 25, 2021 (inception) through December 31, 2021, the Company incurred $54,237 in administrative support fees. As of December 31, 2022 and 2021, there were $0 and $2,903 outstanding, respectively, which is included on the accompanying balance sheets as “due to related party”. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Commitments and Contingencies [Abstract] | ||
Commitments and Contingencies | Note 7 — Commitments and Contingencies Registration Rights The holders of the Founder Shares, Private Placement Units and securities that may be issued upon conversion of Working Capital Loans and extension loans will have registration rights to require the Company to register a sale of any of its securities held by them pursuant to a registration rights agreement. These holders will be entitled to make up to three demands, excluding short -form other registration statements filed by the Company. Notwithstanding the foregoing, the underwriters may not exercise their demand and “piggyback” registration rights after five and seven years, respectively, after the effective date of the IPO Registration Statement forms a part and may not exercise their demand rights on more than one occasion. Underwriting Agreement The Company granted the underwriters a 30 -day -allotments -allotment -allotment The Company agreed to pay or reimburse the underwriters for travel, lodging, and other “road show” expenses, expenses of the underwriters’ legal counsel, and certain diligence and other fees, including the preparation, binding and delivery of bound volumes in form and style reasonably satisfactory to Maxim, transaction Lucite cubes, or similar commemorative items in a style as reasonably requested by Maxim, and reimbursement for background checks on the Company’s directors and executive officers, which such fees and expenses are capped at an aggregate of $125,000 (less amounts previously paid). The underwriters will be entitled to a deferred underwriting discount of 3.5% of the gross proceeds of the IPO held in the Trust Account upon the completion of the Company’s Initial Business Combination, subject to the terms of the underwriting agreement. Maxim’s Common Stock The Company agreed to issue to Maxim and/or its designees, 125,000 -allotment -allotment The shares have been deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and are therefore subject to a lock -up Right of First Refusal Subject to certain conditions, the Company will grant Maxim, for a period beginning on the closing of the IPO and ending 15 months after the date of the consummation of the Initial Business Combination, a right of first refusal to act as lead left book -running -handed | Note 6 — Commitments and Contingencies Registration Rights The holders of the Founder Shares, Private Placement Units and securities that may be issued upon conversion of Working Capital Loans and extension loans will have registration rights to require the Company to register a sale of any of its securities held by them pursuant to a registration rights agreement. These holders will be entitled to make up to three demands, excluding short form registration demands, that the Company registers such securities for sale under the Securities Act. In addition, these holders will have “piggy -back Underwriting Agreement The Company has granted the underwriters a 30 -day -allotments -allotment -allotment The Company agreed to pay or reimburse the underwriters for travel, lodging and other “road show” expenses, expenses of the underwriters’ legal counsel and certain diligence and other fees, including the preparation, binding and delivery of bound volumes in form and style reasonably satisfactory to the Representative, transaction Lucite cubes or similar commemorative items in a style as reasonably requested by the Representative, and reimbursement for background checks on the Company’s directors and executive officers, which such fees and expenses are capped at an aggregate of $125,000 (less amounts previously paid). The underwriters will be entitled to a deferred underwriting discount of 3.5% of the gross proceeds of the IPO held in the Trust Account upon the completion of the Company’s initial Business Combination subject to the terms of the underwriting agreement. Representative’s Common Stock The Company agreed to issue to Maxim and/or its designees, 125,000 -allotment -allotment The shares have been deemed compensation by FINRA and are therefore subject to a lock -up Right of First Refusal Subject to certain conditions, the Company will grant Maxim, for a period beginning on the closing of the IPO and ending 15 months after the date of the consummation of the Business Combination, a right of first refusal to act as lead left book -running -handed |
Stockholders_ Deficit
Stockholders’ Deficit | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Stockholders’ Deficit [Abstract] | ||
Stockholders’ Deficit | Note 8 — Stockholders’ Deficit Preferred Stock no Class A common stock Class B common stock -converted 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) six months after the date of the consummation of the Initial Business Combination and (ii) subsequent to the Initial Business Combination (a) if the closing price of the Company’s shares of Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations, and the like) for any 20 trading days within any 30 -trading Common stockholders of record are entitled to one vote for each share held on all matters to be voted on by stockholders. 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, except as required by law. 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 -linked -converted -linked Rights Each holder of a right will receive one -eighth Company is unable to complete an Initial Business Combination within the required time period and the Company redeems the public shares of Class A common stock for the funds held in the Trust Account, holders of rights will not receive any such funds in exchange for their rights and the rights will expire worthless. Every eight (8) rights that a holder holds will entitle the holder to receive one share at the closing of the Initial Business Combination. The Company will not issue fractional shares of Class A common stock upon exchange of the rights. If, upon conversion of the rights, a holder would be entitled to receive a fractional interest in a share, fractional shares will be rounded up to the nearest whole share. If the Company is unable to complete an Initial Business Combination within the required time period and it liquidates the funds held in the Trust Account, holders of rights will not receive any such funds with respect to any of their rights, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such rights, and all rights will expire worthless. | Note 7 — Stockholders’ Deficit Preferred Stock — Class A common stock — Class B common stock -converted The Company’s initial stockholders have agreed not to transfer, assign or sell any of their Founder Shares until the earlier to occur of: (A) six months after the date of the consummation of the initial Business Combination; and (B) subsequent to the initial Business Combination (x) if the closing price of our shares of Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30 -trading Common stockholders of record are entitled to one vote for each share held on all matters to be voted on by stockholders. 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 our stockholders, except as required by law. 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 -linked -converted -linked Rights Each holder of a right will receive one -eighth hold will entitle you to receive one share at the closing of the Business Combination. The Company will not issue fractional shares of Class A common stock upon exchange of the rights. If, upon conversion of the rights, a holder would be entitled to receive a fractional interest in a share, fractional shares will be rounded up to the nearest whole share. If the Company is unable to complete an initial Business Combination within the required time period and it liquidates the funds held in the Trust Account, holders of rights will not receive any such funds with respect to any of their rights, nor will they receive any distribution from the Company’s assets held outside of the trust account with respect to such rights, and all rights will expire worthless. |
Subsequent Events
Subsequent Events | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Subsequent Events [Abstract] | ||
Subsequent Events | Note 9 — Subsequent Events The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the unaudited condensed financial statements were issued. Based upon this review, the Company did not identify any subsequent events, other than that identified below, that would have required adjustment or disclosure in the financial statements. On October 4, 2023, Clover Leaf issued a press release announcing that the Company had submitted to EDGAR, the SEC’s online portal, a Registration Statement on Form S -4 On January In connection with the meeting, stockholders holding 202,360 Following the approval and implementation of the January Extension Amendment, on January On January On January -interest | Note 9 — Subsequent Events The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statement. |
Income Tax
Income Tax | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax [Abstract] | |
Income Tax | Note 8 — Income Tax The Company’s net deferred tax assets are as follows: December 31, 2022 December 31, 2021 Deferred tax asset Federal net operating loss $ — $ 38,176 Organizational costs/Start-up costs 334,531 162,250 Total deferred tax asset 334,531 200,426 Deferred tax liability Unrealized gain/loss (18,790 ) (1,955 ) Valuation allowance (334,531 ) (198,471 ) Deferred tax asset (liability), net of allowance $ (18,790 ) $ — The income tax provision consists of the following: December 31, 2022 December 31, 2021 Federal Current $ 138,094 $ — Deferred (86,506 ) (175,158 ) State Current 28,539 — Deferred (30,765 ) (23,313 ) Change in valuation allowance 136,060 198,471 Income tax provision $ 185,423 $ — The Company’s federal and state net operating loss carryforwards as of December 31, 2022 and 2021 amounted to $0 and $160,439, respectively, and will be carried forward indefinitely and are available to offset future taxable income in the respective tax jurisdictions. 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 $136,060. For the period from February 25, 2021 (inception) through December 31, 2021, the change in the valuation allowance was $198,471. Reconciliation of the federal income tax rate to the Company’s effective tax rate at December 31, 2022 and 2021 is as follows: December 31, 2022 December 31, 2022 Statutory federal income tax rate 21.00 % 21.00 % State taxes, net of federal tax benefit 4.30 % 2.80 % Prior year true-up (5.23 )% — Change in valuation allowance 55.41 % (23.80 )% Effective tax rate 75.48 — The Company’s effective tax rates for the periods presented differ from the expected (statutory) rates due to the recording of full valuation allowances on deferred tax assets. The Company files income tax returns in the U.S. federal jurisdiction and Florida and is subject to examination by the various taxing authorities, since inception. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Summary of Significant Accounting Policies [Abstract] | ||
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed 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 -X The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10 -K -K -K | Basis of Presentation The accompanying financial statements of the Company are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). |
Emerging Growth Company Status | Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes -Oxley 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 | Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes -Oxley Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non -emerging |
Use of Estimates | Use of Estimates The preparation of these unaudited condensed financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. | Use of Estimates The preparation of these financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short -term | Cash and Cash Equivalents The Company considers all short -term |
Investments Held in Trust Account | Investments Held in Trust Account As of September 30, 2023 and December 31, 2022, the Company had $14,317,173 and $18,276,649 in investments held in the Trust Account, respectively. As of September 30, 2023, the Company’s investments held in the Trust Account are held in an interest -bearing Prior to the current reporting period, the Company classified its United States Treasury securities as held -to-maturity -to-maturity -to-maturity A decline in the market value of held -to-maturity -end Premiums and discounts are amortized or accreted over the life of the related held -to-maturity -interest The carrying value, excluding gross unrealized holding loss and fair value of held -to-maturity Carrying Gross Gross Fair Money Market Funds 14,317,173 — — 14,317,173 $ 14,317,173 $ — $ — $ 14,317,173 Carrying Gross Gross Fair U.S. Treasury Securities (matures November 25, 2022) 18,276,649 — 217 18,276,866 $ 18,276,649 $ — $ 217 $ 18,276,866 | Investments Held in Trust Account As of December 31, 2022 and 2021, the Company had $18,276,649 and $140,404,628 in investments held in the Trust Account, respectively. The Company classifies its United States Treasury securities as held -to-maturity -to-maturity -to-maturity A decline in the market value of held -to-maturity -end Premiums and discounts are amortized or accreted over the life of the related held -to-maturity -interest The carrying value, excluding gross unrealized holding loss and fair value of held to maturity securities on December 31, 2022 and 2021, are as follows: Carrying Value as of December 31, 2022 Gross Unrealized Gains Gross Unrealized Losses Fair Value as of December 31, 2022 U.S. Treasury Securities (matures May 25, 2023) 18,276,649 — 217 18,276,866 $ 18,276,649 $ — $ 217 $ 18,276,866 Carrying Value as of December 31, 2021 Gross Unrealized Gains Gross Unrealized Losses Fair Value as of December 31, 2021 U.S. Treasury Securities (matures February 24, 2022) 140,404,628 — (1,142 ) 140,403,486 $ 140,404,628 $ — $ (1,142 ) $ 140,403,486 |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the federal depository insurance coverage of $250,000. The Company has not experienced losses on these accounts, and management believes the Company is not exposed to significant risks on such accounts. | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the federal depository insurance coverage of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. |
Offering Costs Associated with Initial Public Offering | Offering Costs Associated with Initial Public Offering The Company complies with the requirements of the FASB ASC Topic 340 -10-S99-1 -redeemable | Offering Costs Associated with Initial Public Offering The Company complies with the requirements of the ASC 340 -10-S99-1 -redeemable |
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 FASB ASC Topic 820, “Fair Value Measurements and Disclosures,” (“ASC 820”) approximates the carrying amounts represented in the balance sheet, primarily due to its short -term The Company follows the guidance in ASC 820 for its financial assets and liabilities that are re -measured -financial -measured The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: • • • | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheets, primarily due to its short -term The Company follows the guidance in ASC 820 for its financial assets and liabilities that are re -measured -financial -measured The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: • • • |
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 FASB 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 -current -cash | 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 -current -cash |
Class A Common Stock Subject to Possible Redemption | Class A Common Stock Subject to Possible Redemption All of the 13,831,230 Class A common stock sold as part of the Units in the IPO contain a redemption feature that 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 Initial Business Combination and in connection with certain amendments to the Company’s amended and restated certificate of incorporation. In accordance with the SEC and its staff’s guidance on redeemable equity instruments, which has been codified in FASB ASC Topic 480 -10-S99 -20 -Debt If it is probable that the equity instrument will become redeemable, the Company has the option to either accrete changes in the redemption value over the period from the date of issuance (or from the date that it becomes probable that the instrument will become redeemable, if later) to the earliest redemption date of the instrument or to recognize changes in the redemption value immediately as they occur and adjust the carrying amount of the instrument to equal the redemption value at the end of each reporting period. The Company has elected to recognize the changes immediately. Immediately upon the closing of the IPO, 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 As of September 30, 2023 and December 31, 2022, the Class A common stock reflected on the balance sheet is reconciled in the following table: Gross Proceeds $ 138,312,300 Proceeds allocated to equity rights (760,718 ) Less: Issuance costs related to Class A common stock subject to possible redemption (9,509,534 ) Plus: Remeasurement of carrying value to redemption value 12,344,937 Contingently redeemable Class A common stock subject to possible redemption (December 31, 2021) 140,386,985 Less: Redemptions of Class A common stock (125,587,180 ) Plus: Remeasurement of carrying value to redemption value 3,483,582 Contingently redeemable Class A common stock subject to possible redemption (December 31, 2022) 18,283,387 Plus: Remeasurement of carrying value to redemption value 120,011 Contingently redeemable Class A common stock subject to possible redemption (March 31, 2023) 18,403,398 Plus: Remeasurement of carrying value to redemption value 179,029 Contingently redeemable Class A common stock subject to possible redemption (June 30, 2023) 18,582,427 Plus: Remeasurement of carrying value to redemption value 80,919 Less: Redemptions of Class A common stock (4,209,931 ) Contingently redeemable Class A common stock subject to possible redemption (September 30, 2023) $ 14,453,415 | Class A Common Stock Subject to Possible Redemption All of the 13,831,230 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 -20 If it is probable that the equity instrument will become redeemable, the Company has the option to either accrete changes in the redemption value over the period from the date of issuance (or from the date that it becomes probable that the instrument will become redeemable, if later) to the earliest redemption date of the instrument or to recognize changes in the redemption value immediately as they occur and adjust the carrying amount of the instrument to equal the redemption value at the end of each reporting period. The Company has elected to recognize the changes immediately. 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 As of December 31, 2022 and 2021, the Class A common stock reflected on the balance sheets are reconciled in the following table: Gross Proceeds $ 138,312,300 Proceeds allocated to equity rights (760,718 ) Less: Issuance costs related to Class A common stock subject to possible redemption (9,509,534 ) Plus: Remeasurement of carrying value to redemption value 12,344,937 Contingently redeemable Class A common stock subject to possible redemption (December 31, 2021) 140,386,985 Less: Redemptions of Class A common stock (125,587,180 ) Plus: Remeasurement of carrying value to redemption value 3,483,582 Contingently redeemable Class A common stock subject to possible redemption (December 31, 2022) $ 18,283,387 |
Net Income (Loss) Per Common Stock | Net (Loss) Income Per Common Stock The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” (“ASC 260”) Net (loss) income per share is computed by dividing net (loss) income by the weighted average number of shares of common stock outstanding during the period. The Company has two classes of shares, redeemable common stock and non -redeemable -redeemable -class -redeemable -redeemable The calculation of diluted (loss) income per share of common stock does not consider the effect of the rights issued in connection with the IPO since exercise of the rights is contingent upon the occurrence of future events and the inclusion of such rights would be anti -dilutive The basic and diluted (loss) income per common stock is calculated as follows: For the Three Months Ended For the Three Months Ended For the Nine Months Ended For the Nine Months Ended Common stock subject to possible redemption Numerator: Net (loss) income allocable to Class A common stock subject to possible redemption $ (90,598 ) $ 76,217 $ (210,687 ) $ 40,860 Denominator: Weighted average Class A common stock subject to possible redemption, basic and diluted 1,328,809 14,645,135 1,526,615 14,645,135 Basic and diluted net (loss) income per share, Class A common stock subject to possible redemptions $ (0.06 ) $ 0.01 $ (0.14 ) $ 0.00 Non-redeemable common stock Numerator: Net (loss) income allocable to Class A and Class B non-redeemable common stock $ (291,245 ) $ 17,995 $ (589,534 ) $ 9,647 Denominator: Weighted average non-redeemable common stock, basic and diluted 4,271,712 3,457,807 4,271,712 3,457,807 Basic and diluted net (loss) income per share, Class A and Class B non-redeemable common stock $ (0.06 ) $ 0.01 $ (0.14 ) $ 0.00 | Net Income (Loss) Per Common Stock The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, Earnings Per Share. Net loss per share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. The Company has two classes of shares, redeemable common stock and non -redeemable -redeemable -class and non -redeemable -redeemable The calculation of diluted income (loss) per share of common stock does not consider the effect of the rights issued in connection with the IPO since exercise of the rights is contingent upon the occurrence of future events and the inclusion of such rights would be anti -dilutive The basic and diluted loss per common stock is calculated as follows: 2022 For the 2021 Common stock subject to possible redemption Numerator: Net income (loss) allocable to Class A common stock subject to possible redemption $ 46,938 $ (589,818 ) Denominator: Weighted Average Class A common stock, basic and diluted 12,204,321 7,700,506 Basic and Diluted net income (loss) per share, Class A common stock $ 0.00 $ (0.08 ) Non-redeemable common stock Numerator: Net income (loss) allocable to Class B common stock $ 13,299 $ (244,269 ) Denominator: Weighted Average non-redeemable common stock, basic and diluted 3,457,807 3,189,105 Basic and diluted net income (loss) per share, common stock $ 0.00 $ (0.08 ) |
Income Taxes | Income Taxes The Company accounts for income taxes under FASB ASC Topic 740, “Income Taxes” (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the unaudited condensed financial statements and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. As of September 30, 2023 and December 31, 2022, the Company’s deferred tax asset had a full valuation allowance recorded against it. The Company’s effective tax rate was (25.56)% and 57.78% for the three months ended September 30, 2023, and 2022, respectively, and (26.28%) and 72.57% for the nine months ended September 30, 2023, and 2022, respectively. The effective tax rate differs from the statutory tax rate of 21% for the three and nine months ended September 30, 2023 and 2022, due to the valuation allowance on the deferred tax assets. 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 The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of September 30, 2023 and December 31, 2022. The Company is currently not aware of any issues under review that could result in significant payments, accruals, or material deviations from its position. The Company has identified the United States and Florida as its only “major” tax jurisdictions. 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 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement 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. 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 The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2022 and 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company 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. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In August 2020, the FASB issued ASU Topic 2020 -06 -Debt -20 -Contracts -40 -06 -06 -linked -06 Management does not believe that any other recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s unaudited condensed financial statements. | Recent Accounting Pronouncements In August 2020, the FASB issued ASU No. 2020 -06 -20 -40 -06 -linked -06 Management does not believe that any other recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. |
Revision of Previously Issued_2
Revision of Previously Issued Financial Statements (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Revision of Previously Issued Financial Statements [Abstract] | |
Schedule of Impact of the Revision | Impact of the Revision As Adjustment As revised Condensed Unaudited Balance Sheet as of June 30, 2023 Income taxes payable 245,222 (149,000 ) 96,222 Total current liabilities 4,004,192 (149,000 ) 3,855,192 Total Liabilities 8,845,123 (149,000 ) 8,696,123 Accumulated deficit (8,597,035 ) 149,000 (8,448,035 ) Total Stockholders’ Deficit (8,596,608 ) 149,000 (8,447,608 ) Statement of Shareholder equity as of June 30, 2023 Accumulated deficit (8,597,035 ) 149,000 (8,448,035 ) Total Stockholders’ Deficit (8,596,608 ) 149,000 (8,447,608 ) Condensed Unaudited Statement of Operation For the three months ended June 30, 2023 Formation and operating costs 709,836 (149,000 ) 560,836 Loss from operations (709,836 ) 149,000 (560,836 ) Loss before provision for income taxes (487,694 ) 149,000 (338,694 ) Net loss (534,914 ) 149,000 (385,914 ) Basic and diluted weighted average of Class A common stock outstanding 2,441,063 Basic and diluted net loss per share, Class A common stock (0.08 ) 0.01 (0.07 ) Basic and diluted weighted average Class B common stock outstanding 3,457,807 Basic and diluted net loss per share, Class B common stock (0.08 ) 0.01 (0.07 ) For the six months ended June 30, 2023 Formation and operating costs 900,007 (149,000 ) 751,007 Loss from operations (900,007 ) 149,000 (751,007 ) Loss before provision for income taxes (478,579 ) 149,000 (329,579 ) Net loss (567,378 ) 149,000 (418,378 ) Basic and diluted weighted average of Class A common stock outstanding 2,441,063 Basic and diluted net loss per share, Class A common stock (0.10 ) 0.03 (0.07 ) Basic and diluted weighted average Class B common stock outstanding 3,457,807 Basic and diluted net loss per share, Class B common stock (0.10 ) 0.03 (0.07 ) Condensed Unaudited Statement of Cash Flows as of June 30, 2023 Net Loss (567,378 ) 149,000 (418,378 ) Changes in current assets and current liabilities: Income taxes payable 88,799 (149,000 ) (60,201 ) |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Summary of Significant Accounting Policies [Abstract] | ||
Schedule of Fair Value of Held to Maturity Securities | The carrying value, excluding gross unrealized holding loss and fair value of held -to-maturity Carrying Gross Gross Fair Money Market Funds 14,317,173 — — 14,317,173 $ 14,317,173 $ — $ — $ 14,317,173 Carrying Gross Gross Fair U.S. Treasury Securities (matures November 25, 2022) 18,276,649 — 217 18,276,866 $ 18,276,649 $ — $ 217 $ 18,276,866 | The carrying value, excluding gross unrealized holding loss and fair value of held to maturity securities on December 31, 2022 and 2021, are as follows: Carrying Value as of December 31, 2022 Gross Unrealized Gains Gross Unrealized Losses Fair Value as of December 31, 2022 U.S. Treasury Securities (matures May 25, 2023) 18,276,649 — 217 18,276,866 $ 18,276,649 $ — $ 217 $ 18,276,866 Carrying Value as of December 31, 2021 Gross Unrealized Gains Gross Unrealized Losses Fair Value as of December 31, 2021 U.S. Treasury Securities (matures February 24, 2022) 140,404,628 — (1,142 ) 140,403,486 $ 140,404,628 $ — $ (1,142 ) $ 140,403,486 |
Schedule of Class A Common Stock Reflected on the Balance Sheet are Reconciled | As of September 30, 2023 and December 31, 2022, the Class A common stock reflected on the balance sheet is reconciled in the following table: Gross Proceeds $ 138,312,300 Proceeds allocated to equity rights (760,718 ) Less: Issuance costs related to Class A common stock subject to possible redemption (9,509,534 ) Plus: Remeasurement of carrying value to redemption value 12,344,937 Contingently redeemable Class A common stock subject to possible redemption (December 31, 2021) 140,386,985 Less: Redemptions of Class A common stock (125,587,180 ) Plus: Remeasurement of carrying value to redemption value 3,483,582 Contingently redeemable Class A common stock subject to possible redemption (December 31, 2022) 18,283,387 Plus: Remeasurement of carrying value to redemption value 120,011 Contingently redeemable Class A common stock subject to possible redemption (March 31, 2023) 18,403,398 Plus: Remeasurement of carrying value to redemption value 179,029 Contingently redeemable Class A common stock subject to possible redemption (June 30, 2023) 18,582,427 Plus: Remeasurement of carrying value to redemption value 80,919 Less: Redemptions of Class A common stock (4,209,931 ) Contingently redeemable Class A common stock subject to possible redemption (September 30, 2023) $ 14,453,415 | As of December 31, 2022 and 2021, the Class A common stock reflected on the balance sheets are reconciled in the following table: Gross Proceeds $ 138,312,300 Proceeds allocated to equity rights (760,718 ) Less: Issuance costs related to Class A common stock subject to possible redemption (9,509,534 ) Plus: Remeasurement of carrying value to redemption value 12,344,937 Contingently redeemable Class A common stock subject to possible redemption (December 31, 2021) 140,386,985 Less: Redemptions of Class A common stock (125,587,180 ) Plus: Remeasurement of carrying value to redemption value 3,483,582 Contingently redeemable Class A common stock subject to possible redemption (December 31, 2022) $ 18,283,387 |
Schedule of Basic and Diluted Loss Per Common Share | The basic and diluted (loss) income per common stock is calculated as follows: For the Three Months Ended For the Three Months Ended For the Nine Months Ended For the Nine Months Ended Common stock subject to possible redemption Numerator: Net (loss) income allocable to Class A common stock subject to possible redemption $ (90,598 ) $ 76,217 $ (210,687 ) $ 40,860 Denominator: Weighted average Class A common stock subject to possible redemption, basic and diluted 1,328,809 14,645,135 1,526,615 14,645,135 Basic and diluted net (loss) income per share, Class A common stock subject to possible redemptions $ (0.06 ) $ 0.01 $ (0.14 ) $ 0.00 Non-redeemable common stock Numerator: Net (loss) income allocable to Class A and Class B non-redeemable common stock $ (291,245 ) $ 17,995 $ (589,534 ) $ 9,647 Denominator: Weighted average non-redeemable common stock, basic and diluted 4,271,712 3,457,807 4,271,712 3,457,807 Basic and diluted net (loss) income per share, Class A and Class B non-redeemable common stock $ (0.06 ) $ 0.01 $ (0.14 ) $ 0.00 | The basic and diluted loss per common stock is calculated as follows: 2022 For the 2021 Common stock subject to possible redemption Numerator: Net income (loss) allocable to Class A common stock subject to possible redemption $ 46,938 $ (589,818 ) Denominator: Weighted Average Class A common stock, basic and diluted 12,204,321 7,700,506 Basic and Diluted net income (loss) per share, Class A common stock $ 0.00 $ (0.08 ) Non-redeemable common stock Numerator: Net income (loss) allocable to Class B common stock $ 13,299 $ (244,269 ) Denominator: Weighted Average non-redeemable common stock, basic and diluted 3,457,807 3,189,105 Basic and diluted net income (loss) per share, common stock $ 0.00 $ (0.08 ) |
Income Tax (Tables)
Income Tax (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax [Abstract] | |
Schedule of Company’s Net Deferred Tax Assets | The Company’s net deferred tax assets are as follows: December 31, 2022 December 31, 2021 Deferred tax asset Federal net operating loss $ — $ 38,176 Organizational costs/Start-up costs 334,531 162,250 Total deferred tax asset 334,531 200,426 Deferred tax liability Unrealized gain/loss (18,790 ) (1,955 ) Valuation allowance (334,531 ) (198,471 ) Deferred tax asset (liability), net of allowance $ (18,790 ) $ — |
Schedule of Income Tax Provision | The income tax provision consists of the following: December 31, 2022 December 31, 2021 Federal Current $ 138,094 $ — Deferred (86,506 ) (175,158 ) State Current 28,539 — Deferred (30,765 ) (23,313 ) Change in valuation allowance 136,060 198,471 Income tax provision $ 185,423 $ — |
Schedule of Reconciliation of the Federal Income Tax Rate | Reconciliation of the federal income tax rate to the Company’s effective tax rate at December 31, 2022 and 2021 is as follows: December 31, 2022 December 31, 2022 Statutory federal income tax rate 21.00 % 21.00 % State taxes, net of federal tax benefit 4.30 % 2.80 % Prior year true-up (5.23 )% — Change in valuation allowance 55.41 % (23.80 )% Effective tax rate 75.48 — |
Organization, Business Operat_2
Organization, Business Operation and Going Concern (Details) - USD ($) | 1 Months Ended | 9 Months Ended | 10 Months Ended | 12 Months Ended | |||||||
Oct. 19, 2022 | Jul. 22, 2021 | Aug. 16, 2022 | Jul. 22, 2021 | Sep. 30, 2023 | Dec. 31, 2021 | Dec. 31, 2022 | Jul. 24, 2023 | Jul. 21, 2023 | Jul. 18, 2022 | Jul. 28, 2021 | |
Organization, Business Operation and Going Concern [Line Items] | |||||||||||
Price per unit (in Dollars per share) | $ 10.29 | $ 10 | $ 10 | $ 11.2 | |||||||
Transaction costs | $ 9,562,126 | ||||||||||
Underwriting commissions | 2,766,246 | ||||||||||
Deferred underwriting commissions | 4,840,931 | ||||||||||
Fair value of representative shares | 1,383,123 | ||||||||||
Other cash offering costs | $ 571,826 | ||||||||||
Percentage of outstanding voting rights | 50% | 50% | |||||||||
Proceeds from initial public offerings | $ 135,546,054 | ||||||||||
Percentage of obligation to redeem public share | 100% | ||||||||||
Condition for future business combination threshold net tangible assets | $ 5,000,001 | ||||||||||
Payments for investment of cash in trust account | $ 1,383,123 | ||||||||||
Per share (in Dollars per share) | $ 11.14 | ||||||||||
Principal amount | $ 1,383,123 | 300,000 | $ 1,383,123 | ||||||||
Proceeds from sale of trust assets | 125,587,180.34 | ||||||||||
Trust account | $ 4,209,931.03 | ||||||||||
Trust account | 14,008,650.13 | ||||||||||
Deposited into the Trust Account | 360,000 | ||||||||||
Installment payments | 60,000 | ||||||||||
Aggregate deposit held in trust account | $ 60,000 | ||||||||||
Deposited in trust account | 1,383,123 | 180,000 | $ 60,000 | ||||||||
Interest to pay dissolution expenses | $ 100,000 | 100,000 | |||||||||
Trust account per share (in Dollars per share) | $ 10.15 | ||||||||||
Cash amount | $ 13,567 | $ 680,302 | 303,449 | ||||||||
Working capital deficit | 3,950,016 | 2,882,521 | |||||||||
Sponsor payment | 300,000 | $ 25,000 | |||||||||
Principal amount | $ 300,000 | ||||||||||
Consideration amount | 125,000,000 | ||||||||||
tax percentage | 1% | 1% | |||||||||
Subsequently forfeited (in Shares) | 1,875,000 | ||||||||||
Transaction costs | $ 9,562,126 | ||||||||||
Consisting of underwriting commissions | 2,766,246 | ||||||||||
Deferred underwriting commissions | 4,840,931 | ||||||||||
Fair value of the representative shares | 1,383,123 | ||||||||||
Other cash offering costs | $ 571,826 | ||||||||||
Redeemed percentage of public shares | 100% | ||||||||||
Net tangible assets | $ 5,000,001 | ||||||||||
Approximately amount | $ 125,587,180.34 | ||||||||||
Transaction agreement description | The Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party (other than the Company’s independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (1) $10.15 per public share or (2) the actual amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.15 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under our indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act of 1933 (the “Securities Act”). | ||||||||||
Working capital | $ 80,000 | $ 418,498 | |||||||||
Inflation Reduction Act of 2022 [Member] | |||||||||||
Organization, Business Operation and Going Concern [Line Items] | |||||||||||
tax percentage | 1% | ||||||||||
Minimum [Member] | |||||||||||
Organization, Business Operation and Going Concern [Line Items] | |||||||||||
Sale of price per unit (in Dollars per share) | $ 0.048 | ||||||||||
Promissory Note [Member] | |||||||||||
Organization, Business Operation and Going Concern [Line Items] | |||||||||||
Principal amount | $ 1,383,123 | ||||||||||
IPO [Member] | |||||||||||
Organization, Business Operation and Going Concern [Line Items] | |||||||||||
Units issued during period shares new issues (in Shares) | 1,875,000 | 13,831,230 | |||||||||
Price per unit (in Dollars per share) | $ 10.15 | $ 10.15 | |||||||||
Sale of price per unit (in Dollars per share) | $ 10 | ||||||||||
Sale of units (in Shares) | 103,734 | ||||||||||
Stock option exercised, shares (in Shares) | 12,204,072 | ||||||||||
Proceeds from initial public offerings | $ 138,312,300 | $ 140,386,985 | |||||||||
Per share (in Dollars per share) | $ 10 | $ 10 | |||||||||
Stock issued (in Shares) | 13,831,230 | 13,831,230 | |||||||||
Sponsor payment | $ 25,000 | ||||||||||
Net proceeds | $ 140,386,985 | ||||||||||
Shares issued (in Shares) | 12,204,072 | ||||||||||
Public Shares [Member] | |||||||||||
Organization, Business Operation and Going Concern [Line Items] | |||||||||||
Units issued during period shares new issues (in Shares) | 13,831,230 | ||||||||||
Sale of price per unit (in Dollars per share) | $ 10 | $ 10 | |||||||||
Percentage of obligation to redeem public share | 100% | ||||||||||
Redeemed percentage of public shares | 100% | ||||||||||
Over-Allotment Option [Member] | |||||||||||
Organization, Business Operation and Going Concern [Line Items] | |||||||||||
Units issued during period shares new issues (in Shares) | 1,331,230 | 1,875,000 | |||||||||
Stock option exercised, shares (in Shares) | 1,331,230 | 1,331,230 | |||||||||
Stock options to purchased shares (in Shares) | 1,331,230 | ||||||||||
Common Class A [Member] | |||||||||||
Organization, Business Operation and Going Concern [Line Items] | |||||||||||
Price per unit (in Dollars per share) | $ 12 | ||||||||||
Stock issued (in Shares) | 376,002 | ||||||||||
Common Class A [Member] | IPO [Member] | |||||||||||
Organization, Business Operation and Going Concern [Line Items] | |||||||||||
Units issued during period shares new issues (in Shares) | 13,831,230 | ||||||||||
Price per unit (in Dollars per share) | $ 0.0001 | $ 0.0001 | |||||||||
Sponsor [Member] | |||||||||||
Organization, Business Operation and Going Concern [Line Items] | |||||||||||
Price per unit (in Dollars per share) | $ 10.15 | ||||||||||
Sale of price per unit (in Dollars per share) | $ 10 | ||||||||||
Sponsor [Member] | Private Placement [Member] | |||||||||||
Organization, Business Operation and Going Concern [Line Items] | |||||||||||
Sale of price per unit (in Dollars per share) | $ 10 | ||||||||||
Sale of units (in Shares) | 571,859 | ||||||||||
Business Combination [Member] | |||||||||||
Organization, Business Operation and Going Concern [Line Items] | |||||||||||
Minimum percentage of voting interests to be acquired in business combination. | 80% | ||||||||||
Percentage of fair market value | 80% | ||||||||||
Business combination reason description | The Company will have only until July 22, 2023 to complete the initial Business Combination (the “Combination Period”). Pursuant to the terms of the Company’s amended and restated certificate of incorporation and the trust agreement to be entered into between the Company and Continental Stock Transfer & Trust Company, in order to extend the time available for the Company to consummate its initial Business Combination, the Sponsor or its affiliates or designees, upon five days advance notice prior to the applicable deadline, must deposit into the trust account for each additional three month period, $1,383,123 ($0.10 per share on or prior to the date of the applicable deadline) for each additional three month period. Any such payments would be made in the form of a loan. Any such loans will be non-interest bearing and payable upon the consummation of an initial business combination. If the Company completes an initial business combination, it will, at the option of the Sponsor, repay such loaned amounts out of the proceeds of the trust account released to the Company or convert a portion or all of the total loan amount into units at a price of $10.00 per unit. | ||||||||||
Series of Individually Immaterial Business Acquisitions [Member] | |||||||||||
Organization, Business Operation and Going Concern [Line Items] | |||||||||||
Price per unit (in Dollars per share) | $ 10.29 | ||||||||||
Sale of price per unit (in Dollars per share) | $ 10 | ||||||||||
Per share (in Dollars per share) | $ 0.1 | ||||||||||
Sponsor [Member] | Public Shares [Member] | |||||||||||
Organization, Business Operation and Going Concern [Line Items] | |||||||||||
Price per unit (in Dollars per share) | 10 | 10 | |||||||||
Sponsor [Member] | Private Placement [Member] | |||||||||||
Organization, Business Operation and Going Concern [Line Items] | |||||||||||
Price per unit (in Dollars per share) | 10 | 10 | |||||||||
Sale of price per unit (in Dollars per share) | $ 10 | $ 10 | |||||||||
Sale of units (in Shares) | 675,593 |
Revision of Previously Issued_3
Revision of Previously Issued Financial Statements (Details) | Jun. 30, 2023 USD ($) |
Revision of Previously Issued Financial Statements [Abstract] | |
Income taxes payable | $ 149,000 |
Revision of Previously Issued_4
Revision of Previously Issued Financial Statements (Details) - Schedule of Impact of the Revision | 3 Months Ended | 6 Months Ended |
Jun. 30, 2023 USD ($) $ / shares shares | Jun. 30, 2023 USD ($) $ / shares shares | |
As previously reported [Member] | ||
Condensed Financial Statements, Captions [Line Items] | ||
Income taxes payable | $ 245,222 | $ 245,222 |
Total current liabilities | 4,004,192 | 4,004,192 |
Total Liabilities | 8,845,123 | 8,845,123 |
Accumulated deficit | (8,597,035) | (8,597,035) |
Total Stockholders’ Deficit | (8,596,608) | (8,596,608) |
Formation and operating costs | 709,836 | 900,007 |
Loss from operations | (709,836) | (900,007) |
Loss before provision for income taxes | (487,694) | (478,579) |
Net Loss | $ (534,914) | (567,378) |
Income taxes payable | $ 88,799 | |
Basic and diluted weighted average common stock outstanding (in Shares) | shares | 3,457,807 | |
As previously reported [Member] | Common Class A [Member] | ||
Condensed Financial Statements, Captions [Line Items] | ||
Basic and diluted weighted average common stock outstanding (in Shares) | shares | 2,441,063 | 2,441,063 |
Basic and diluted net loss per share (in Dollars per share) | $ / shares | $ (0.08) | $ (0.1) |
As previously reported [Member] | Common Class B [Member] | ||
Condensed Financial Statements, Captions [Line Items] | ||
Basic and diluted weighted average common stock outstanding (in Shares) | shares | 3,457,807 | |
Basic and diluted net loss per share (in Dollars per share) | $ / shares | $ (0.08) | $ (0.1) |
Adjustment [Member] | ||
Condensed Financial Statements, Captions [Line Items] | ||
Income taxes payable | $ (149,000) | $ (149,000) |
Total current liabilities | (149,000) | (149,000) |
Total Liabilities | (149,000) | (149,000) |
Accumulated deficit | 149,000 | 149,000 |
Total Stockholders’ Deficit | 149,000 | 149,000 |
Formation and operating costs | (149,000) | (149,000) |
Loss from operations | 149,000 | 149,000 |
Loss before provision for income taxes | 149,000 | 149,000 |
Net Loss | $ 149,000 | 149,000 |
Income taxes payable | $ (149,000) | |
Adjustment [Member] | Common Class A [Member] | ||
Condensed Financial Statements, Captions [Line Items] | ||
Basic and diluted net loss per share (in Dollars per share) | $ / shares | $ 0.01 | $ 0.03 |
Adjustment [Member] | Common Class B [Member] | ||
Condensed Financial Statements, Captions [Line Items] | ||
Basic and diluted net loss per share (in Dollars per share) | $ / shares | $ 0.01 | $ 0.03 |
As revised [Member] | ||
Condensed Financial Statements, Captions [Line Items] | ||
Income taxes payable | $ 96,222 | $ 96,222 |
Total current liabilities | 3,855,192 | 3,855,192 |
Total Liabilities | 8,696,123 | 8,696,123 |
Accumulated deficit | (8,448,035) | (8,448,035) |
Total Stockholders’ Deficit | (8,447,608) | (8,447,608) |
Formation and operating costs | 560,836 | 751,007 |
Loss from operations | (560,836) | (751,007) |
Loss before provision for income taxes | (338,694) | (329,579) |
Net Loss | $ (385,914) | (418,378) |
Income taxes payable | $ (60,201) | |
As revised [Member] | Common Class A [Member] | ||
Condensed Financial Statements, Captions [Line Items] | ||
Basic and diluted net loss per share (in Dollars per share) | $ / shares | $ (0.07) | $ (0.07) |
As revised [Member] | Common Class B [Member] | ||
Condensed Financial Statements, Captions [Line Items] | ||
Basic and diluted net loss per share (in Dollars per share) | $ / shares | $ (0.07) | $ (0.07) |
Revision of Previously Issued_5
Revision of Previously Issued Financial Statements (Details) - Schedule of Impact of the Revision (Parentheticals) - $ / shares | 3 Months Ended | 6 Months Ended |
Jun. 30, 2023 | Jun. 30, 2023 | |
As previously reported [Member] | Common Class A [Member] | ||
Condensed Financial Statements, Captions [Line Items] | ||
Diluted weighted average shares outstanding (in Shares) | 2,441,063 | 2,441,063 |
Diluted net loss per share | $ (0.08) | $ (0.10) |
As previously reported [Member] | Common Class B [Member] | ||
Condensed Financial Statements, Captions [Line Items] | ||
Diluted weighted average shares outstanding (in Shares) | 3,457,807 | 3,457,807 |
Diluted net loss per share | $ (0.08) | $ (0.10) |
Adjustment [Member] | Common Class A [Member] | ||
Condensed Financial Statements, Captions [Line Items] | ||
Diluted net loss per share | 0.01 | 0.03 |
Adjustment [Member] | Common Class B [Member] | ||
Condensed Financial Statements, Captions [Line Items] | ||
Diluted net loss per share | 0.01 | 0.03 |
As revised [Member] | Common Class A [Member] | ||
Condensed Financial Statements, Captions [Line Items] | ||
Diluted net loss per share | (0.07) | (0.07) |
As revised [Member] | Common Class B [Member] | ||
Condensed Financial Statements, Captions [Line Items] | ||
Diluted net loss per share | $ (0.07) | $ (0.07) |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Jul. 22, 2021 | Jul. 22, 2021 | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Summary of Significant Accounting Policies [Line Items] | ||||||||
Cash and cash equivalents | $ 13,567 | $ 13,567 | $ 303,449 | |||||
Investments held in the trust account | 14,317,173 | 14,317,173 | $ 18,276,649 | $ 140,404,628 | ||||
Federal depository insurance coverage | $ 250,000 | 250,000 | ||||||
Offering costs | $ 9,562,126 | |||||||
Tax rate | (25.56%) | 57.78% | 26.28% | 72.57% | 75.48% | |||
Statutory tax rate | 21% | 21% | 21% | 21% | 21% | 21% | ||
Cash and no cash equivalents | $ 303,449 | $ 680,302 | ||||||
Investments held in the trust account | 18,276,649 | $ 140,404,628 | ||||||
Federal depository insurance coverage | 250,000 | |||||||
Offering costs | $ 9,562,126 | |||||||
IPO [Member] | ||||||||
Summary of Significant Accounting Policies [Line Items] | ||||||||
Units issued during period shares (in Shares) | 1,875,000 | 13,831,230 | ||||||
Class A Common Stock [Member] | ||||||||
Summary of Significant Accounting Policies [Line Items] | ||||||||
Common stock sale of units (in Shares) | 13,831,230 | |||||||
Class A Common Stock [Member] | IPO [Member] | ||||||||
Summary of Significant Accounting Policies [Line Items] | ||||||||
Units issued during period shares (in Shares) | 13,831,230 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - Schedule of Fair Value of Held to Maturity Securities - USD ($) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Marketable Securities [Line Items] | ||
Carrying Value | $ 14,317,173 | $ 18,276,649 |
Gross Unrealized Gains | ||
Gross Unrealized Losses | 217 | |
Fair Value | 14,317,173 | 18,276,866 |
Money Market Funds [Member] | ||
Marketable Securities [Line Items] | ||
Carrying Value | 14,317,173 | |
Gross Unrealized Gains | ||
Gross Unrealized Losses | ||
Fair Value | $ 14,317,173 | |
U.S. Treasury Securities [Member] | ||
Marketable Securities [Line Items] | ||
Carrying Value | 18,276,649 | |
Gross Unrealized Gains | ||
Gross Unrealized Losses | 217 | |
Fair Value | $ 18,276,866 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Details) - Schedule of Class A Common Stock Reflected on the Balance Sheet are Reconciled - USD ($) | 3 Months Ended | 10 Months Ended | 12 Months Ended | |||
Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Dec. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Summary of Significant Accounting Policies [Abstract] | ||||||
Gross Proceeds | $ 138,312,300 | |||||
Proceeds allocated to equity rights | $ (25,000) | (760,718) | ||||
Less: | ||||||
Issuance costs related to Class A common stock subject to possible redemption | (9,509,534) | (9,509,534) | ||||
Plus: | ||||||
Remeasurement of carrying value to redemption value | $ 80,919 | $ 179,029 | $ 120,011 | 12,344,937 | 3,483,582 | 12,344,937 |
Contingently redeemable Class A common stock subject to possible redemption | 14,453,415 | $ 18,582,427 | $ 18,403,398 | $ 140,386,985 | 18,283,387 | $ 140,386,985 |
Less: | ||||||
Redemptions of Class A common stock | $ (4,209,931) | $ (125,587,180) |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies (Details) - Schedule of Basic and Diluted Loss Per Common Share - USD ($) | 3 Months Ended | 9 Months Ended | 10 Months Ended | 12 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | |
Class A Common Stock Subject to Possible Redemption [Member] | ||||||
Numerator: | ||||||
Net (loss) income allocable to Class A common stock subject to possible redemption | $ (90,598) | $ 76,217 | $ (210,687) | $ 40,860 | ||
Denominator: | ||||||
Weighted average common stock, basic and diluted | 1,328,809 | 14,645,135 | 1,526,615 | 14,645,135 | ||
Basic and diluted net (loss) income per share, common stock | $ (0.06) | $ 0.01 | $ (0.14) | $ 0 | ||
Non-redeemable Common Stock [Member] | ||||||
Numerator: | ||||||
Net (loss) income allocable to Class A common stock subject to possible redemption | $ (291,245) | $ 17,995 | $ (589,534) | $ 9,647 | ||
Denominator: | ||||||
Weighted average common stock, basic and diluted | 4,271,712 | 3,457,807 | 4,271,712 | 3,457,807 | 3,189,105 | 3,457,807 |
Basic and diluted net (loss) income per share, common stock | $ (0.06) | $ 0.01 | $ (0.14) | $ 0 |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies (Details) - Schedule of Basic and Diluted Loss Per Common Share (Parentheticals) - $ / shares | 3 Months Ended | 9 Months Ended | 10 Months Ended | 12 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | |
Class A Common Stock Subject to Possible Redemption [Member] | ||||||
Summary of Significant Accounting Policies (Details) - Schedule of Basic and Diluted Loss Per Common Share (Parentheticals) [Line Items] | ||||||
Weighted Average common stock, diluted | 1,328,809 | 14,645,135 | 1,526,615 | 14,645,135 | ||
Diluted net income (loss) per share, common stock | $ (0.06) | $ 0.01 | $ (0.14) | $ 0 | ||
Non-redeemable Common Stock [Member] | ||||||
Summary of Significant Accounting Policies (Details) - Schedule of Basic and Diluted Loss Per Common Share (Parentheticals) [Line Items] | ||||||
Weighted Average common stock, diluted | 4,271,712 | 3,457,807 | 4,271,712 | 3,457,807 | 3,189,105 | 3,457,807 |
Diluted net income (loss) per share, common stock | $ (0.06) | $ 0.01 | $ (0.14) | $ 0 |
Initial Public Offering (Detail
Initial Public Offering (Details) - USD ($) | 1 Months Ended | 9 Months Ended | 10 Months Ended | 12 Months Ended | ||
Oct. 19, 2022 | Jul. 22, 2021 | Jul. 22, 2021 | Sep. 30, 2023 | Dec. 31, 2021 | Dec. 31, 2022 | |
Initial Public Offering [Line Items] | ||||||
Proceeds from initial public offering | $ 135,546,054 | |||||
Sale of stock descriptions | Each Unit consists of (i) one share of Class A common stock and (ii) one right to receive one-eighth (1/8) of a share of Class A common stock upon the consummation of the Initial Business Combination (the “rights”). | |||||
Additional fee | $ 4,840,931 | $ 4,840,931 | ||||
Gross proceeds | $ 138,312,300 | |||||
Common stock consummation description | Each Unit consists of (i) one share of Class A common stock and (ii) one right to receive one-eighth (1/8) of a share of Class A common stock upon the consummation of the initial Business Combination (the “rights” or “public rights”). | |||||
IPO [Member] | ||||||
Initial Public Offering [Line Items] | ||||||
Number of shares (in Shares) | 13,831,230 | 13,831,230 | ||||
Purchase price | $ 10 | |||||
Proceeds from initial public offering | $ 138,312,300 | $ 140,386,985 | ||||
Over-allotment exercised (in Shares) | 12,204,072 | |||||
Underwriting fee | 2,766,246 | $ 2,766,246 | ||||
Number of shares (in Shares) | 13,831,230 | 13,831,230 | ||||
Purchase price (in Dollars per share) | $ 10 | |||||
Gross proceeds | $ 138,312,300 | |||||
Over-Allotment Option [Member] | ||||||
Initial Public Offering [Line Items] | ||||||
Over-allotment exercised (in Shares) | 1,331,230 | 1,331,230 | ||||
Underwriting fee | $ 125,000 | |||||
Over-allotment exercised underwriters units | $ 1,331,230 |
Private Placement (Details)
Private Placement (Details) - USD ($) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Private Placement [Line Items] | ||
Purchased aggregate shares | 1,037,340 | |
Purchase price (in Dollars) | $ 5,718,590 | |
IPO [Member] | ||
Private Placement [Line Items] | ||
Sale of price per unit (in Dollars per share) | $ 10 | |
Sale of units | 103,734 | |
Purchase price (in Dollars) | $ 1,037,340 | |
Sponsor [Member] | ||
Private Placement [Line Items] | ||
Purchased aggregate shares | 5,718,590 | |
Sale of price per unit (in Dollars per share) | $ 10 | |
Sponsor [Member] | Private Placement [Member] | ||
Private Placement [Line Items] | ||
Purchased aggregate shares | 571,859 | |
Sale of price per unit (in Dollars per share) | $ 10 | |
Sale of units | 571,859 | |
Maxim [Member] | Private Placement [Member] | ||
Private Placement [Line Items] | ||
Purchased aggregate shares | 103,734 | |
Sale of price per unit (in Dollars per share) | $ 10 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 10 Months Ended | 12 Months Ended | ||||||||||||
Apr. 08, 2021 | Apr. 08, 2021 | Mar. 31, 2021 | Mar. 04, 2021 | Jul. 20, 2023 | Oct. 19, 2022 | Mar. 31, 2021 | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | Jul. 21, 2023 | Jul. 18, 2022 | Jul. 28, 2021 | Jul. 22, 2021 | |
Related Party Transaction [Line Items] | |||||||||||||||||
Purchased full option of additional shares (in Shares) | 1,875,000 | ||||||||||||||||
Founder shares outstanding (in Shares) | 3,457,807 | ||||||||||||||||
Stock issued during period for service (in Shares) | 571,859 | ||||||||||||||||
Percentage of shares transferred or membership interest | 100% | ||||||||||||||||
Closing price per share (in Dollars per share) | $ 10.29 | $ 11.2 | $ 11.2 | $ 10 | |||||||||||||
Conversion percentage | 68.30% | ||||||||||||||||
Loan amount | $ 300,000 | ||||||||||||||||
Principal amount | $ 1,383,123 | $ 300,000 | $ 1,383,123 | ||||||||||||||
Unpaid principal amount | $ 1,383,123 | ||||||||||||||||
Payments or cash deposited in trust account | 1,383,123 | ||||||||||||||||
Deposit into trust account | $ 180,000 | $ 180,000 | |||||||||||||||
Deposit to trust account | 1,383,123 | 180,000 | 180,000 | $ 60,000 | |||||||||||||
Trust account | 60,000 | ||||||||||||||||
Working capital | $ 80,000 | $ 418,498 | |||||||||||||||
Convertibility loan description | Up to $1,500,000 of such Working Capital Loans may be convertible into Private Placement-equivalent Units at a price of $10.00 per Unit (which, for example, would result in the holders being issued 150,000 Units if $1,500,000 of notes were so converted), at the option of the lender. | Up to $1,500,000 of such loans may be convertible into private placement-equivalent units at a price of $10.00 per unit (which, for example, would result in the holders being issued 150,000 units if $1,500,000 of notes were so converted), at the option of the lender. | |||||||||||||||
Office space, secretarial and administrative expenses | $ 10,000 | $ 10,000 | |||||||||||||||
Administrative support fees | $ 30,000 | $ 30,000 | $ 90,000 | $ 90,000 | $ 54,237 | 120,000 | |||||||||||
Founder Shares (in Shares) | 75,000 | 75,000 | |||||||||||||||
Shares granted percentage | 100% | ||||||||||||||||
Conversion price per share (in Dollars per share) | $ 10 | ||||||||||||||||
Outstanding amount | 0 | 2,767,015 | |||||||||||||||
Outstanding | $ 2,903 | $ 0 | |||||||||||||||
Notes Payable, Other Payables [Member] | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Principal amount | $ 1,383,123 | 360,000 | $ 1,383,123 | ||||||||||||||
Conversion price (in Dollars per share) | $ 10 | ||||||||||||||||
Over-Allotment Option [Member] | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Founder shares were subject to forfeiture (in Shares) | 468,750 | 468,750 | |||||||||||||||
Purchased an additional shares (in Shares) | 1,331,230 | ||||||||||||||||
Founder Shares [Member] | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Outstanding shares percentage | 20% | 20% | |||||||||||||||
Founder Shares [Member] | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Consideration price | $ 25,000 | ||||||||||||||||
Sale of stock consideration, number of shares issued (in Shares) | 3,593,750 | ||||||||||||||||
Outstanding shares percentage | 20% | 20% | |||||||||||||||
Class A Common Stock [Member] | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Closing price per share (in Dollars per share) | $ 12 | $ 12 | |||||||||||||||
Stock issued during period shares for conversion (in Shares) | 3,457,806 | ||||||||||||||||
Common stock shares issued (in Shares) | 5,898,869 | 4,271,711 | 4,271,711 | 813,905 | 813,905 | ||||||||||||
Common stock shares outstanding (in Shares) | 5,898,869 | 4,271,711 | 4,271,711 | 813,905 | 813,905 | ||||||||||||
Class B Common Stock [Member] | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Stock issued during period shares for conversion (in Shares) | 3,457,806 | ||||||||||||||||
Common stock shares issued (in Shares) | 1 | 1 | 1 | 3,457,807 | 3,457,807 | ||||||||||||
Common stock shares outstanding (in Shares) | 1 | 1 | 1 | 3,457,807 | 3,457,807 | ||||||||||||
Class B Common Stock [Member] | Founder Shares [Member] | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Consideration price | $ 25,000 | ||||||||||||||||
Founder shares issued (in Shares) | 3,593,750 | ||||||||||||||||
Business Combination [Member] | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Business combination description | The Company’s initial stockholders, including the Interests transferred to the Company’s officers and directors, have agreed not to transfer, assign or sell any of their Founder Shares until the earlier to occur of: (A) six months after the completion of the initial Business Combination; and (B) subsequent to the initial Business Combination (x) if the closing price of the shares of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing after the initial Business Combination or (y) the date on which the Company completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of the public stockholders having the right to exchange their shares of common stock for cash, securities or other property (except with respect to permitted transferees). | ||||||||||||||||
Sponsor [Member] | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Deposit into trust account | 360,000 | ||||||||||||||||
Sponsor [Member] | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Stock issued during period for service (in Shares) | 75,000 | ||||||||||||||||
Closing price per share (in Dollars per share) | $ 10.15 | $ 10.15 | |||||||||||||||
Promissory note principal amount | $ 300,000 | ||||||||||||||||
Related Party [Member] | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Promissory note principal amount | $ 3,067,015 | $ 3,067,015 | $ 2,767,015 | ||||||||||||||
Due to related party | $ 0 | $ 0 | $ 2,903 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) | 1 Months Ended | 9 Months Ended | 10 Months Ended | 12 Months Ended | ||
Jul. 22, 2021 | Jul. 22, 2021 | Sep. 30, 2023 | Dec. 31, 2021 | Dec. 31, 2022 | Oct. 19, 2022 | |
Commitments and Contingencies [Line Items] | ||||||
Deferred underwriting discount | 3.50% | 3.50% | ||||
Representative shares | 103,734 | |||||
Sale stock price per share (in Dollars per share) | $ 10 | $ 10 | $ 11.2 | $ 10.29 | ||
Underwriter least percentage | 75% | 75% | ||||
Public and private equity percentage | 50% | 50% | ||||
Purchase additional units | 1,875,000 | |||||
Aggregate fee (in Dollars) | $ 125,000 | |||||
Shares of common stock | 125,000 | |||||
Underwriter’s over-allotment option | 143,750 | 143,750 | ||||
Sale price (in Dollars per share) | $ 11.14 | |||||
Over-Allotment Option [Member] | ||||||
Commitments and Contingencies [Line Items] | ||||||
Units issued during period shares | 1,331,230 | 1,875,000 | ||||
Underwriting expense (in Dollars) | $ 125,000 | |||||
Stock issued during period, share | 143,750 | |||||
Representative shares | 138,312 | |||||
Purchase additional units | 1,331,230 | |||||
Aggregate issuance representative shares | 138,312 | 138,312 | ||||
IPO [Member] | ||||||
Commitments and Contingencies [Line Items] | ||||||
Units issued during period shares | 1,875,000 | 13,831,230 | ||||
Underwriting expense (in Dollars) | $ 2,766,246 | $ 2,766,246 | ||||
Sale stock price per share (in Dollars per share) | $ 10.15 | $ 10.15 | ||||
Sale price (in Dollars per share) | $ 10 | $ 10 | ||||
Maxim [Member] | ||||||
Commitments and Contingencies [Line Items] | ||||||
Stock issued during period, share | 125,000 |
Stockholders_ Deficit (Details)
Stockholders’ Deficit (Details) - USD ($) | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2023 | Dec. 31, 2022 | Jul. 20, 2023 | Dec. 31, 2021 | |
Stockholders’ Deficit [Line Items] | ||||
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | 1,000,000 | |
Preferred stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | |
Preferred stock, shares issued | ||||
Preferred stock, shares outstanding | ||||
Exceeds per share (in Dollars per share) | $ 12 | |||
Common stock, conversion basis | 20% | |||
Common stock subject to possible redemption (in Dollars) | $ 4,209,931 | $ 125,587,180 | ||
Business combination description | The Company’s initial stockholders have agreed not to transfer, assign or sell any of their Founder Shares until the earlier to occur of: (A) six months after the date of the consummation of the initial Business Combination; and (B) subsequent to the initial Business Combination (x) if the closing price of our shares of Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period after the initial Business Combination or (y) the date on which the Company consummates a liquidation, merger, stock exchange or other similar transaction that results in all of the public stockholders having the right to exchange their shares of Class A common stock for cash, securities or other property (except as described herein). | |||
Common stock outstanding percentage | 20% | |||
Class A Common Stock [Member] | ||||
Stockholders’ Deficit [Line Items] | ||||
Common stock, shares authorized | 100,000,000 | 100,000,000 | 100,000,000 | |
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | |
Common stock voting rights | Holders of shares of Class A common stock are entitled to one vote for each share. | |||
Common stock, shares issued | 4,271,711 | 813,905 | 5,898,869 | 813,905 |
Common stock, shares outstanding | 4,271,711 | 813,905 | 5,898,869 | 813,905 |
Shares subject to redemptions | 1,251,156 | 1,627,158 | 13,831,230 | |
Common stock vote description | Holders of shares of Class A common stock are entitled to one vote for each share. | |||
Common stock subject to possible redemption (in Dollars) | $ 1,627,158 | $ 13,831,230 | ||
Class B Common Stock [Member] | ||||
Stockholders’ Deficit [Line Items] | ||||
Common stock, shares authorized | 10,000,000 | 10,000,000 | 10,000,000 | |
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | |
Common stock, shares issued | 1 | 3,457,807 | 1 | 3,457,807 |
Common stock, shares outstanding | 1 | 3,457,807 | 1 | 3,457,807 |
Issued and outstanding percentage | 20% |
Subsequent Events (Details)
Subsequent Events (Details) - Subsequent Event [Member] - USD ($) | Feb. 22, 2024 | Jan. 22, 2024 | Jan. 17, 2024 |
Subsequent Event [Line Items] | |||
Trust account | $ 60,000 | $ 2,369,636 | |
Share price (in Dollars per share) | $ 11.71 | ||
Promissory note | 360,000 | ||
Deposit | $ 360,000 | ||
Advance | $ 1,000,000 | ||
Working capital | 415,000 | ||
Class A Common Stock [Member] | |||
Subsequent Event [Line Items] | |||
Common stock issued (in Shares) | 202,360 | ||
Common stock, par value (in Dollars per share) | $ 0.0001 | ||
Sponsor [Member] | |||
Subsequent Event [Line Items] | |||
Promissory note | 1,000,000 | ||
Deposit | $ 60,000 |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies (Details) - Schedule of fair value of held to maturity securities - USD ($) | 10 Months Ended | 12 Months Ended |
Dec. 31, 2021 | Dec. 31, 2022 | |
Marketable Securities [Line Items] | ||
Carrying Value as of December 31, 2022 | $ 140,404,628 | $ 18,276,649 |
Gross Unrealized Gains | ||
Gross Unrealized Losses | (1,142) | 217 |
Fair Value as of December 31, 2022 | 140,403,486 | 18,276,866 |
US Treasury Securities [Member] | ||
Marketable Securities [Line Items] | ||
Carrying Value as of December 31, 2022 | 140,404,628 | 18,276,649 |
Gross Unrealized Gains | ||
Gross Unrealized Losses | (1,142) | 217 |
Fair Value as of December 31, 2022 | $ 140,403,486 | $ 18,276,866 |
Summary of Significant Accoun_9
Summary of Significant Accounting Policies (Details) - Schedule of Class A common stock reflected on the balance sheet are reconciled - USD ($) | 3 Months Ended | 10 Months Ended | 12 Months Ended | |||
Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Dec. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule Of Class ACommon Stock Reflected On The Balance Sheet Are Reconciled [Abstract] | ||||||
Gross Proceeds | $ 138,312,300 | |||||
Proceeds allocated to equity rights | (760,718) | |||||
Less: | ||||||
Issuance costs related to Class A common stock subject to possible redemption | (9,509,534) | $ (9,509,534) | ||||
Plus: | ||||||
Remeasurement of carrying value to redemption value | $ 80,919 | $ 179,029 | $ 120,011 | 12,344,937 | $ 3,483,582 | 12,344,937 |
Contingently redeemable Class A common stock subject to possible redemption | $ 14,453,415 | $ 18,582,427 | $ 18,403,398 | $ 140,386,985 | 18,283,387 | $ 140,386,985 |
Less: | ||||||
Redemptions of Class A common stock | $ (125,587,180) |
Summary of Significant Accou_10
Summary of Significant Accounting Policies (Details) - Schedule of basic and diluted loss per common share - USD ($) | 3 Months Ended | 9 Months Ended | 10 Months Ended | 12 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | |
Numerator: | ||||||
Net income (loss) allocable to Class A common stock subject to possible redemption | $ (589,818) | $ 46,938 | ||||
Denominator: | ||||||
Basic net income (loss) per share, common stock | $ (0.08) | $ 0 | ||||
Numerator: | ||||||
Net income (loss) allocable to Class B common stock | $ (244,269) | $ 13,299 | ||||
Class A Common Stock [Member] | ||||||
Denominator: | ||||||
Weighted Average common stock, basic | 7,700,506 | 12,204,321 | ||||
Basic net income (loss) per share, common stock | $ (0.08) | $ 0 | ||||
Nonredeemable Common Stock [Member] | ||||||
Denominator: | ||||||
Weighted Average common stock, basic | 4,271,712 | 3,457,807 | 4,271,712 | 3,457,807 | 3,189,105 | 3,457,807 |
Basic net income (loss) per share, common stock | $ (0.06) | $ 0.01 | $ (0.14) | $ 0 |
Summary of Significant Accou_11
Summary of Significant Accounting Policies (Details) - Schedule of basic and diluted loss per common share (Parentheticals) - $ / shares | 3 Months Ended | 9 Months Ended | 10 Months Ended | 12 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | |
Summary of Significant Accounting Policies (Details) - Schedule of basic and diluted loss per common share (Parentheticals) [Line Items] | ||||||
Diluted net income (loss) per share, common stock | $ (0.08) | $ 0 | ||||
Class A Common Stock [Member] | ||||||
Summary of Significant Accounting Policies (Details) - Schedule of basic and diluted loss per common share (Parentheticals) [Line Items] | ||||||
Weighted Average common stock, diluted | 7,700,506 | 12,204,321 | ||||
Diluted net income (loss) per share, common stock | $ (0.08) | $ 0 | ||||
Nonredeemable Common Stock [Member] | ||||||
Summary of Significant Accounting Policies (Details) - Schedule of basic and diluted loss per common share (Parentheticals) [Line Items] | ||||||
Weighted Average common stock, diluted | 4,271,712 | 3,457,807 | 4,271,712 | 3,457,807 | 3,189,105 | 3,457,807 |
Diluted net income (loss) per share, common stock | $ (0.06) | $ 0.01 | $ (0.14) | $ 0 |
Income Tax (Details)
Income Tax (Details) - USD ($) | 10 Months Ended | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax [Abstract] | |||
Net operating loss carryforwards | $ 0 | $ 160,439 | |
Valuation allowance | $ 198,471 | $ 136,060 |
Income Tax (Details) - Schedule
Income Tax (Details) - Schedule of Company’s Net Deferred Tax Assets - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Deferred tax asset | ||
Federal net operating loss | $ 38,176 | |
Organizational costs/Start-up costs | 334,531 | 162,250 |
Total deferred tax asset | 334,531 | 200,426 |
Deferred tax liability | ||
Unrealized gain/loss | (18,790) | (1,955) |
Valuation allowance | (334,531) | (198,471) |
Deferred tax asset (liability), net of allowance | $ (18,790) |
Income Tax (Details) - Schedu_2
Income Tax (Details) - Schedule of Income Tax Provision - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Federal | ||
Current | $ 138,094 | |
Deferred | (86,506) | (175,158) |
State | ||
Current | 28,539 | |
Deferred | (30,765) | (23,313) |
Change in valuation allowance | 136,060 | 198,471 |
Income tax provision | $ 185,423 |
Income Tax (Details) - Schedu_3
Income Tax (Details) - Schedule of Reconciliation of the Federal Income Tax Rate | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule Of Reconciliation Of The Federal Income Tax Rate [Abstract] | ||||||
Statutory federal income tax rate | 21% | 21% | 21% | 21% | 21% | 21% |
State taxes, net of federal tax benefit | 4.30% | 2.80% | ||||
Prior year true-up | (5.23%) | |||||
Change in valuation allowance | 55.41% | (23.80%) | ||||
Effective tax rate | (25.56%) | 57.78% | 26.28% | 72.57% | 75.48% |