Cover
Cover | 9 Months Ended |
Sep. 30, 2023 | |
Entity Addresses [Line Items] | |
Document Type | S-1 |
Amendment Flag | false |
Entity Registrant Name | ONEMEDNET CORPORATION |
Entity Central Index Key | 0001849380 |
Entity Tax Identification Number | 86-2049355 |
Entity Incorporation, State or Country Code | DE |
Entity Address, Address Line One | 6385 Old Shady Oak Road |
Entity Address, Address Line Two | Suite 250 |
Entity Address, City or Town | Eden Prairie |
Entity Address, State or Province | MN |
Entity Address, Postal Zip Code | 55344 |
City Area Code | 800 |
Local Phone Number | 918-7189 |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | true |
Elected Not To Use the Extended Transition Period | false |
Business Contact [Member] | |
Entity Addresses [Line Items] | |
Entity Address, Address Line One | 1990 K. Street |
Entity Address, Address Line Two | NW, Suite 420 |
Entity Address, Address Line Three | Washington |
Entity Address, State or Province | DC |
Entity Address, Postal Zip Code | 20006 |
City Area Code | (202) |
Local Phone Number | 935-3390 |
Contact Personnel Name | Debbie A. Klis, Esq. |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Current assets | ||
Cash | $ 1,537 | $ 30,870 |
Prepaid expense | 21,600 | |
Total Current Assets | 23,137 | 30,870 |
Investments held in Trust Account | 19,308,261 | 29,029,416 |
Total assets | 19,331,398 | 29,060,286 |
Current Liabilities | ||
Accrued expenses | 2,835,755 | 1,679,821 |
Income tax payable | 120,017 | 214,850 |
Franchise tax payable | 69,966 | |
Excise tax liability | 113,353 | |
Total Current Liabilities | 3,080,325 | 1,976,137 |
Warrant liabilities | 604,849 | 362,558 |
Deferred underwriter fee payable | 4,025,000 | 4,025,000 |
Extension loan | 3,556,278 | 207,081 |
Working capital loans | 477,548 | 2,545,838 |
Total liabilities | 11,744,000 | 9,116,614 |
Commitments and Contingencies | ||
Class A Common Stock subject to possible redemption;1,712,698 and 2,731,544 shares at redemption value of $11.22 and $10.53 per share as of September 30, 2023 and December 31, 2022, respectively | 19,209,844 | 28,750,110 |
Stockholders’ Deficit | ||
Preferred shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | ||
Additional paid-in capital | 917,476 | 2,825,823 |
Accumulated deficit | (12,540,406) | (11,632,745) |
Total Stockholders’ Deficit | (11,622,446) | (8,806,438) |
Total Liabilities and Stockholders’ Deficit | 19,331,398 | 29,060,286 |
Common Class A [Member] | ||
Stockholders’ Deficit | ||
Common Stock, value | 59 | 59 |
Common Class B [Member] | ||
Stockholders’ Deficit | ||
Common Stock, value | 425 | 425 |
Related Party [Member] | ||
Current Liabilities | ||
Amount due to related parties | $ 11,200 | $ 11,500 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2023 | Dec. 31, 2022 |
Common stock, subject to possible redemption | 1,712,698 | 2,731,544 |
Class A common stock subject to possible redemption, price per share | $ 11.22 | $ 10.53 |
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common Class A [Member] | ||
Common stock, subject to possible redemption | 1,712,698 | 1,712,698 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 585,275 | 585,275 |
Common stock, shares outstanding | 585,275 | 585,275 |
Common Class B [Member] | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 10,000,000 | 10,000,000 |
Common stock, shares issued | 4,253,517 | 4,253,517 |
Common stock, shares outstanding | 4,253,517 | 4,253,517 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Formation and operating costs | $ 908,077 | $ 467,223 | $ 1,455,434 | $ 1,771,902 |
Franchise tax expense | 10,400 | 52,802 | 102,281 | 152,802 |
Loss from operation costs | (918,477) | (520,025) | (1,557,715) | (1,924,704) |
Other income (expense): | ||||
Dividends, realized and unrealized gain in Trust Account | 431,961 | 587,303 | 1,102,363 | 779,706 |
Change in fair value of warrant liabilities | (242,291) | (113,829) | (242,291) | 4,243,893 |
Net income (loss) before provision for income taxes | (728,807) | (46,551) | (697,643) | 3,098,895 |
Provision for income taxes | (87,713) | (106,724) | (210,017) | (106,724) |
Net income (loss) | (816,520) | (153,275) | (907,660) | 2,992,171 |
Common Class A Subject To Redemption [Member] | ||||
Other income (expense): | ||||
Net income (loss) | $ (252,542) | $ (117,823) | $ (312,541) | $ 2,300,089 |
Weighted average shares outstanding, basic | 2,166,749 | 11,500,000 | 2,541,210 | 11,500,000 |
Weighted average shares outstanding, diluted | 2,166,749 | 11,500,000 | 2,541,210 | 11,500,000 |
Basic net income (loss) per common stock | $ (0.12) | $ 0.01 | $ (0.12) | $ 0.20 |
Diluted net income (loss) per common stock | $ (0.12) | $ 0.01 | $ (0.12) | $ 0.20 |
Class A And Class B Common Stock Not Subject To Redemption [Member] | ||||
Other income (expense): | ||||
Net income (loss) | $ (563,978) | $ (35,452) | $ (595,119) | $ 692,082 |
Weighted average shares outstanding, basic | 4,838,792 | 3,460,275 | 4,838,792 | 3,460,275 |
Weighted average shares outstanding, diluted | 4,838,792 | 3,460,275 | 4,838,792 | 3,460,275 |
Basic net income (loss) per common stock | $ (0.12) | $ 0.01 | $ (0.12) | $ 0.20 |
Diluted net income (loss) per common stock | $ (0.12) | $ 0.01 | $ (0.12) | $ 0.20 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Changes in Stockholders' Deficit (Unaudited) - USD ($) | Common Class A [Member] Common Stock [Member] | Common Class B [Member] Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Balance — June 30, 2022 (unaudited) at Dec. 31, 2021 | $ 59 | $ 288 | $ (8,609,810) | $ (8,609,463) | |
Balance, shares at Dec. 31, 2021 | 585,275 | 2,875,000 | |||
Re-measurement of carrying value of Class A redeemable stock to redemption value | (1,150,000) | (1,150,000) | |||
Net income (loss) | 3,145,445 | 3,145,455 | |||
Balance at Jun. 30, 2022 | $ 59 | $ 288 | (6,614,365) | (6,614,018) | |
Balance, shares at Jun. 30, 2022 | 585,275 | 2,875,000 | |||
Balance — June 30, 2022 (unaudited) at Dec. 31, 2021 | $ 59 | $ 288 | (8,609,810) | (8,609,463) | |
Balance, shares at Dec. 31, 2021 | 585,275 | 2,875,000 | |||
Net income (loss) | 2,992,171 | ||||
Balance at Sep. 30, 2022 | $ 59 | $ 288 | (8,451,509) | (8,451,162) | |
Balance, shares at Sep. 30, 2022 | 585,275 | 2,875,000 | |||
Balance — June 30, 2022 (unaudited) at Jun. 30, 2022 | $ 59 | $ 288 | (6,614,365) | (6,614,018) | |
Balance, shares at Jun. 30, 2022 | 585,275 | 2,875,000 | |||
Re-measurement of carrying value of Class A redeemable stock to redemption value | (1,150,000) | (1,150,000) | |||
Net income (loss) | (153,275) | (153,275) | |||
Accretion of Class A common stocks at redemption value | (533,869) | (533,869) | |||
Balance at Sep. 30, 2022 | $ 59 | $ 288 | (8,451,509) | (8,451,162) | |
Balance, shares at Sep. 30, 2022 | 585,275 | 2,875,000 | |||
Balance — June 30, 2022 (unaudited) at Dec. 31, 2022 | $ 59 | $ 425 | 2,242,253 | (11,632,745) | (8,806,438) |
Balance, shares at Dec. 31, 2022 | 585,275 | 4,253,517 | |||
Re-measurement of carrying value of Class A redeemable stock to redemption value | (583,570) | (583,570) | |||
Net income (loss) | (85,983) | (85,983) | |||
Balance at Mar. 31, 2023 | $ 59 | $ 425 | 2,242,253 | (11,718,728) | (9,475,991) |
Balance, shares at Mar. 31, 2023 | 585,275 | 4,253,517 | |||
Balance — June 30, 2022 (unaudited) at Dec. 31, 2022 | $ 59 | $ 425 | 2,242,253 | (11,632,745) | (8,806,438) |
Balance, shares at Dec. 31, 2022 | 585,275 | 4,253,517 | |||
Net income (loss) | (907,660) | ||||
Balance at Sep. 30, 2023 | $ 59 | $ 425 | 917,476 | (12,540,406) | (11,622,446) |
Balance, shares at Sep. 30, 2023 | 585,275 | 4,253,517 | |||
Balance — June 30, 2022 (unaudited) at Mar. 31, 2023 | $ 59 | $ 425 | 2,242,253 | (11,718,728) | (9,475,991) |
Balance, shares at Mar. 31, 2023 | 585,275 | 4,253,517 | |||
Re-measurement of carrying value of Class A redeemable stock to redemption value | (604,656) | (604,656) | |||
Net income (loss) | (5,158) | (5,158) | |||
Balance at Jun. 30, 2023 | $ 59 | $ 425 | 1,637,597 | (11,723,886) | (10,085,805) |
Balance, shares at Jun. 30, 2023 | 585,275 | 4,253,517 | |||
Re-measurement of carrying value of Class A redeemable stock to redemption value | (606,768) | (606,768) | |||
Net income (loss) | (816,520) | (816,520) | |||
Excise tax liability | (113,353) | (113,353) | |||
Balance at Sep. 30, 2023 | $ 59 | $ 425 | $ 917,476 | $ (12,540,406) | $ (11,622,446) |
Balance, shares at Sep. 30, 2023 | 585,275 | 4,253,517 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Cash flow from operating activities: | ||
Net income (loss) | $ (907,660) | $ 2,992,171 |
Adjustments to reconcile net income to net cash used in operating activities: | ||
Dividends, realized and unrealized gain in Trust Account | (1,102,363) | (779,706) |
Change in fair value of warrant liability | 242,291 | (4,243,893) |
Changes in operating assets and liabilities: | ||
Prepaid expense | (21,600) | 83,061 |
Accrued expenses | 1,155,934 | 1,159,114 |
Franchise tax payable | (69,966) | (114,008) |
Income tax payable | (94,833) | 106,724 |
Net cash used in operating activities | (798,197) | (796,537) |
Cash flow from investing activities: | ||
Investment of cash in Trust Account | (1,010,440) | (2,300,000) |
Cash withdrawn from Trust Account in connection with redemption | 11,335,260 | |
Interest withdraw from Trust Account | 498,697 | 226,809 |
Net cash used in investing activities | 10,823,517 | (2,033,191) |
Cash flow from financing activities: | ||
Advances from related parties | (300) | |
Proceeds from working capital loan | 270,467 | 300,000 |
Redemption of Class A common stock | (11,335,260) | |
Amount due to related parties | 11,500 | |
Proceeds from extension loans | 1,010,440 | 2,300,000 |
Net cash provided by financing activities | (10,054,653) | 2,611,500 |
Net change in cash | (29,333) | (218,228) |
Cash at the beginning of the period | 30,870 | 453,151 |
Cash at the end of the period | 1,537 | 234,923 |
Supplemental disclosure of non-cash financing activities: | ||
Re-measurement of Class A common stock subject to possible redemption | 1,794,994 | 2,833,869 |
Excise tax liability accrued for Class A Common Stock subject to redemption | $ 113,353 |
DESCRIPTION OF ORGANIZATION AND
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | 9 Months Ended |
Sep. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS OneMedNet Corporation (f/k/a Data Knights Acquisition Corp.) (the “Company”) was incorporated in Delaware on February 8, 2021. The Company was formed for the purpose of effectuating a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one As of September 30, 2023, the Company had not yet commenced any operations. All activity for the period February 8, 2021 (inception) through September 30, 2023, relates to the Company’s formation and the initial public offering (the “Initial Public Offering”), and, since the closing of the initial public offering, the Company has entered into a merger agreement (as described below), and continued a search for a Business Combination candidate. The Company has selected December 31 as its fiscal year end. The registration statement for the Company’s Initial Public Offering was declared effective on May 6, 2021. On May 11, 2021, the Company consummated the Initial Public Offering of 11,500,000 115,000,000 Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 585,275 10.00 5,852,750 Following the closing of the Initial Public Offering on May 11, 2021, an amount of $ 117,300,000 10.00 Transaction costs of the Initial Public Offering amounted to $ 6,771,112 2,300,000 4,025,000 446,112 Following the closing of the Initial Public Offering $ 959,560 1,537 2,943,835 The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Placement Units, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. NASDAQ rules provide that the Business Combination must be with one or more target businesses that together have a fair market value equal to at least 80 50 NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (Continued) On April 25, 2022, the Company, Data Knights Merger Sub, Inc., a Delaware corporation (“Merger Sub”), and Data Knights, LLC, the Company’s sponsor (the “Sponsor”), entered into a definitive Agreement and Plan of Merger (the “Merger Agreement”) with OneMedNet Corporation, Inc., a Delaware corporation (the “Target”, and together with the Company and Merger Sub, the “Parties”) and Paul Casey, as seller representative (“Casey”). Pursuant to the Merger Agreement, upon the closing (the “Closing”) of the Business Combination, the Parties will effect the merger of Merger Sub with and into the Target, with the Target continuing as the surviving entity (the “Merger”), as a result of which all of the issued and outstanding capital stock of the Target shall be exchanged shares of the Class A Common Stock of the Company upon the terms set forth in the Merger Agreement. On May 5, 2022, the Company extended the date by which the Company has to consummate a business combination from May 11, 2022 to August 11, 2022 (the “First Extension”). The First Extension was the first of two three-month extensions permitted under the Company’s governing documents. On August 10, 2022, the Company extended the date by which the Company has to consummate a business combination from August 11, 2022 to November 11, 2022 (the “Second Extension”). The Second Extension was the second of two three-month extensions permitted under the Company’s governing documents. On October 27, 2022, the Company filed a definitive proxy statement with the SEC in connection with the Company’s solicitation of proxies for the vote by the stockholders of the Company at a special meeting of the Company’s stockholders to be held on November 11, 2022 (the “Special Meeting”). On November 11, 2022, at 10:00 a.m. ET, the Company held a virtual special meeting of its stockholders. At the special meeting, Company stockholders entitle to vote at the special meeting cast their votes and approved the Trust Amendment Proposal, pursuant to which the Trust Agreement was amended to extend the date on which Continental must liquidate the Trust Account established in connection with the IPO if the Company has not completed its initial business combination, from November 11, 2022 to August 11, 2023 (or such earlier date after November 11, 2022, as determined by the Company Board). As a part of Special Meeting, the Company’s stockholders approved amendments to its second amended and restated certificate of incorporation (the “Extension Amendment”) and the investment management trust agreement (the “Trust Agreement”) between Continental Stock Transfer & Trust Company, as trustee (“Continental”), and the Company governing the trust account (the “Trust Account”) established in connection with the Company’s initial public offering dated May 11, 2021 (the “Trust Amendment”), which together allow the Company to extend the deadline by which it must complete its initial business combination by up to nine one-month periods. In connection with each such extension, Data Knights, LLC, the Company’s sponsor, shall cause $ 0.045 122,920 0.045 122,920 NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (Continued) In connection with the proposed Business Combination with the Target, the Company will provide its public stockholders with the opportunity to redeem all or a portion of their Class A Common Stock upon the completion of such Business Combination in connection with a stockholder meeting called to approve such Business Combination. In the event the proposed Business Combination with the Target is not consummated, in connection with an alternative proposed initial business combination, the Company will provide its public stockholders with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. In connection with a proposed Business Combination, the Company may seek stockholder approval of a Business Combination at a meeting called for such purpose at which stockholders may seek to redeem their shares, regardless of whether they vote for or against a Business Combination. The Company will proceed with a Business Combination only if the Company has net tangible assets of at least $ 5,000,001 8,768,456 10.42 91.4 28.5 On August 11, 2023, at 1:00 p.m. ET, the Company held a virtual special meeting of its stockholders. At the Special Meeting, the Company stockholders entitled to vote at the Special Meeting cast their votes and approved the proposal (the “Trust Amendment Proposal”) to authorize the Company to enter into Amendment No. 2 to the Trust Agreement (the “Trust Agreement Amendment”) to amend the Trust Agreement to allow the Company to extend beyond August 11, 2023 the date by which either the Company must have completed its initial business combination or Continental must liquidate the Trust Account established in connection with the IPO (the “Trust Account”). Following approval of the Trust Amendment Proposal by the Stockholders, the Company and Continental promptly entered into the Trust Agreement Amendment. At the Special Meeting, the Stockholders approved the Extension Amendment Proposal to amend Company’s Charter and authorized the Company to adopt and file the Amended Charter with the Secretary of State of Delaware, which the Company promptly filed following the Stockholders’ approval. The stockholders approved amendments to the Company’s charter and trust agreement allowing the Company to extend its termination date in a series of up to nine (9) one-month extensions until May 11, 2024 in exchange for depositing into its trust account (the “Trust Account”) with Continental Stock Transfer and Trust Company the lesser of $75,000 or $0.045 per share for each public share outstanding (the “Extension Amount”). In connection with the voting on the Extension Amendment Proposal and the Trust Amendment Proposal at the Special Meeting, holders of 1,018,846 shares of Class A ordinary shares exercised the right to redeem such shares for cash. On August 11, 2023, the Company deposited $ 75,000 150,000 NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (Continued) Based on the above, the Company will have until May 11, 2024 to consummate a Business Combination. If the Company is unable to complete a Business Combination on May 11, 2024 at the election of the Company subject to satisfaction of certain conditions, including the deposit of up $ 2,300,000 0.10 100,000 10.00 The Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or similar agreement or Business Combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $ 10.20 10.20 Business Combination with OneMedNet On November 7, 2023, the Company consummated its initial business combination (the “Business Combination”) with OneMedNet Solutions Corporation (formerly named OneMedNet Corporation), a Delaware corporation (“OneMedNet”), pursuant to an agreement and plan of merger, dated as of April 25, 2022 (the “Merger Agreement”), by and among the Company, Data Knights Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of the Company (“Merger Sub”), OneMedNet, Data Knights, LLC, a Delaware limited liability company (“Sponsor” or “Purchaser Representative”) in its capacity as the representative of the stockholders of the Company, and Paul Casey in his capacity as the representative of the stockholders of OneMedNet (“Seller Representative”). NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (Continued) On July 22, 2022, the Company filed a registration statement on Form S-4 (File No. 333-266274) (the “Form S-4”, as amended on September 20, 2022, November 10, 2022, January 3, 2023, February 3, 2023, April 11, 2023, July 5, 2023, August 2, 2023, August 8, 2023, August 29, 2023 and September 21, 2023) with the SEC, which includes the proxy statement/prospectus/information statement distributed to holders of the Company’s ordinary shares in connection with the Company’s solicitation for proxies for the vote by the Company’s stockholders in connection with the Business Combination and other matters as described in the Form S-4. The Form S-4 was declared effective by the SEC on September 22, 2023, and the definitive proxy statement/prospectus/information statement was mailed to the Company’s shareholders of record on the record date for voting on the Business Combination. The Business Combination closed on November 13, 2023. Effective November 7, 2023, the Company’s units ceased trading, and effective November 8, 2023, the Company’s common stock began trading on the Nasdaq Capital Market under the symbol “ONMD” and warrants began trading on the Nasdaq Capital Market under the symbol “ONMDW.” The Business Combination was accounted for as a reverse recapitalization in accordance with GAAP, whereby the Company is treated as the acquired company and OneMedNet is treated as the acquirer. Accordingly, for accounting purposes, the Business Combination was treated as the equivalent of OneMedNet issuing stock for the net assets of the Company, accompanied by a recapitalization. The net assets of the Company were stated at historical cost, with no goodwill or other intangible assets recorded. Subsequent presentations of the results of operations presented for the period prior to the Business Combination will be for those of OneMedNet. OneMedNet has been determined to be the accounting acquirer in the Business Combination based on the following predominate factors: ● OneMedNet’s existing stockholders have the greatest voting interest in the combined entity; ● OneMedNet has the ability to nominate a majority of the initial members of the OneMedNet Board; ● OneMedNet’s senior management is the senior management of the combined entity; and ● OneMedNet is the larger entity based on historical operating activity and has the larger employee base. Going Concern, Liquidity and Capital Resources As of September 30, 2023 and December 31, 2022, the Company had cash held outside of the Trust Account of $ 1,537 30,870 3,057,188 1,945,267 The Company’s liquidity needs prior to the consummation of its IPO were satisfied through the proceeds of $ 25,000 78,925 As of September 30, 2023 and December 31, 2022, we had investments of $ 19,308,261 29,029,416 498,697 299,601 NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (Continued) The accompanying consolidated financial statements have been prepared in conformity with U.S. GAAP, which contemplates the continuation of the Company as a going concern and the realization of assets and the satisfaction of liabilities in the normal course of business. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Further, we have incurred and expect to continue to incur significant costs in pursuit of our financing and acquisition plans. Management plans to address this uncertainty during the period leading up to the business combination, however this cannot be guaranteed. The Company will have until May 11, 2024 to consummate a Business Combination. If our initial business combination is not consummated by May 11, 2024, less than one year after the date the financial statements are issued, then our existence will terminate, and we will distribute all amounts in the trust account. The Company intends to complete a business combination before the liquidation date and no adjustments have been made to the carrying amounts of assets or liabilities should the company be required to liquidate after such date. There can be no assurance that the Company will be able to consummate an initial business combination by May 11, 2024 and/or have sufficient working capital and borrowing capacity to meet its needs. Based upon the above analysis, management determined that these conditions raise substantial doubt about the Company’s ability to continue as a going concern. In order to fund working capital deficiencies or finance transaction costs in connection with our initial Business Combination, our Sponsor or an affiliate of our Sponsor or certain of our officers and directors may, but are not obligated to, loan us funds as may be required. If we complete our initial Business Combination, we would repay such loaned amounts. In the event that our initial Business Combination does not close, we may use a portion of the working capital held outside the Trust Accounts to repay such loaned amounts but no proceeds from our Trust Accounts would be used for such repayment. Up to $ 1,500,000 10.00 Risks and Uncertainties Management is currently evaluating the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of the financial statement. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. On August 16, 2022, the Inflation Reduction Act of 2022 (the “IR Act”) was signed into law. The IR Act provides for, among other measures, a new 1% U.S. federal excise tax on certain repurchases (including redemptions) of stock by publicly traded domestic (i.e., U.S.) corporations. The excise tax is imposed on the repurchasing corporation itself, not its shareholders from whom the shares are repurchased. The amount of the excise tax is generally 1% of the fair market value of the shares repurchased. For purposes of calculating the excise tax, however, 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 Department”) has been given authority to provide regulations and other guidance to carry out, and prevent the abuse or avoidance of, the excise tax. The IR Act applies only to repurchases that occur after December 31, 2022. NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (Continued) Any redemption or other repurchase effected by us that occurs after December 31, 2022, in connection with a Business Combination or otherwise, may be subject to this excise tax. Whether and to what extent we would be subject to the excise tax in connection with a Business Combination will depend on a number of factors, including (i) the fair market value of the redemptions and repurchases in connection with the Business Combination, (ii) the nature and amount of any PIPE financing or other equity issuances in connection with the Business Combination (or any other equity issuances within the same taxable year of the Business Combination) and (iii) the content of any regulations and other guidance issued by the Treasury Department and/or the Internal Revenue Service. In addition, because the excise tax would be payable by us and not by the redeeming holder, it could cause a reduction in the value of our stock. The foregoing could cause a reduction in the cash available on hand to complete a business Combination in the required time and redeem 100% of our public shares in accordance with our amended and restated certificate of incorporation) could be subject to the excise tax, in which case the amount that would otherwise be received by our stockholders in connection with our liquidation may be reduced. 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 (including redemptions) of stock by publicly traded domestic (i.e., U.S.) corporations and certain domestic subsidiaries of publicly traded foreign corporations. 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. The IR Act applies only to repurchases that occur after December 31, 2022. Any redemption or other repurchase that occurs after December 31, 2022, in connection with a Business Combination, extension vote or otherwise, may be subject to the excise tax. Whether and to what extent the Company would be subject to the excise tax in connection with a Business Combination, extension vote or otherwise would depend on a number of factors, including (i) the fair market value of the redemptions and repurchases in connection with the Business Combination, extension or otherwise, (ii) the structure of a Business Combination, (iii) the nature and amount of any “PIPE” or other equity issuances in connection with a Business Combination (or otherwise issued not in connection with a Business Combination but issued within the same taxable year of a Business Combination) and (iv) the content of regulations and other guidance from the Treasury. In addition, because the excise tax would be payable by the Company and not by the redeeming holders, 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. At this time, it has been determined that the IR Act tax provisions would have an impact to the Company’s fiscal 2023 tax provision as there were redemptions by the public stockholders in August 2023; as a result, the Company recorded $113,353 excise tax liability as of September 30, 2023. The Company will continue to monitor for updates to the Company’s business along with guidance issued with respect to the IR Act to determine whether any adjustments are needed to the Company’s tax provision in future periods. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of presentation The accompanying financial statements are presented in U.S. Dollars and conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. Principles of Consolidation The accompanying consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary. All significant intercompany balances and transactions have been eliminated in consolidation. Emerging growth company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of estimates The preparation of financial statements in conformity with GAAP requires 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 revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. Cash equivalents are carried at cost, which approximates fair value. The Company had $ 1,537 30,870 no NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) Trust Account Upon the closing of the Initial Public Offering and the Private Placement, $ 117,300,000 10.00 Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting fees and other costs incurred that were directly related to the Initial Public Offering. Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with warrant liabilities are expensed as incurred, presented as offering costs allocated to warrants in the consolidated statements of operations. Offering costs associated with the Public Shares were charged to stockholders’ equity upon the completion of the Initial Public Offering. Class A Common Stock Subject to Possible Redemption The Company accounts for its shares subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Shares subject to mandatory redemption (if any) is classified as a liability instrument and is measured at fair value. Conditionally redeemable shares of common stock (including shares of common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, shares are classified as stockholders’ equity. The Company’s Class A Common Stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. On September 30, 2023, there are 585,275 1,712,698 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. The accretion or remeasurement is treated as a deemed dividend (i.e., a reduction to retained earnings, or in absence of retained earnings, additional paid-in capital). NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) As of September 30, 2023 and 2022, the Class A Common Stock reflected on the balance sheet are reconciled in the following table: SCHEDULE OF RECONCILED CLASS A COMMON STOCK 2023 2022 For the Nine Months Ended September 30, 2023 2022 Contingently redeemable Class A Common Stock – Opening Balance $ 28,750,110 $ 117,300,000 Less: Redemption of Class A Common Stock, including interest (11,335,260 ) Plus: Re-measurement of carrying value to redemption value 1,794,994 2,833,869 Contingently redeemable Class A Common Stock - Ending Balance 19,209,844 120,133,869 Net income (loss) per share Net income (loss) per share is computed by dividing net income (loss) by the weighted average number of common stock shares outstanding for the period. The calculation of diluted income (loss) per share does not consider the effect of the warrants issued in connection with the Initial Public Offering and warrants issued as components of the Private Placement Units (the “Placement Warrants”) since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. The Company applies the two-class method in calculating earnings per share. The contractual formula utilized to calculate the redemption amount approximates fair value. The Class feature to redeem at fair value means that there is effectively only one class of stock. Changes in fair value are not considered a dividend for the purposes of the numerator in the earnings per share calculation. Net income per common share is computed by dividing the pro rata net income (loss) between the redeemable shares and the non-redeemable shares by the weighted average number of common shares outstanding for each of the periods. The calculation of diluted income (loss) per common stock does not consider the effect of the warrants issued in connection with the IPO since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. The warrants are exercisable for 12,085,275 NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) The following table reflects the calculation of basic and diluted net income (loss) per common share: RECONCILIATION OF NET LOSS PER COMMON SHARE 2023 2022 2023 2022 For the Three Months Ended For the Nine months ended September 30, September 30, 2023 2022 2023 2022 Redeemable Class A common shares Numerator: Net income (loss) allocable to common stock subject to possible redemption $ (252,542 ) $ (117,823 ) $ (312,541 ) $ 2,300,089 Denominator: weighted average number of redeemable common share 2,166,749 11,500,000 2,541,210 11,500,000 Basic and diluted net income (loss) per redeemable common share $ (0.12 ) $ 0.01 $ (0.12 ) $ 0.20 Non-redeemable Class A and Class B common shares Numerator: Net income (loss) allocable to common stock not subject to redemption $ (563,978 ) $ (35,452 ) $ (595,119 ) $ 692,082 Denominator: weighted average number of non-redeemable common shares 4,838,792 3,460,275 4,838,792 3,460,275 Basic and diluted net income (loss) per non-redeemable common share $ (0.12 ) $ 0.01 $ (0.12 ) $ 0.20 Concentration of credit risk Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution which, at times may exceed the Federal depository insurance coverage of $250,000. At September 30, 2023 and 2022, the Company had not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. Fair value of financial instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the accompanying consolidated balance sheets, primarily due to their short-term nature, except warrant liabilities (See Note 9). Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) Income Taxes The Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company’s management determined that the United States is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits, if any, as income tax expense. There were no no Our effective tax rate was ( 12.15 0 30.10 0 21 Recently Issued Accounting Standards In August 2020, the FASB issued Accounting Standards Update (“ASU”) 2020-06, “Debt — Debt with Conversion and Other Options” (Subtopic 470-20) and “Derivatives and Hedging — Contracts in Entity’s Own Equity” (Subtopic 815-40) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective for the Company for the fiscal year beginning after December 15, 2023, including interim periods within those fiscal years. Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements. |
INITIAL PUBLIC OFFERING
INITIAL PUBLIC OFFERING | 9 Months Ended |
Sep. 30, 2023 | |
Initial Public Offering | |
INITIAL PUBLIC OFFERING | NOTE 3. INITIAL PUBLIC OFFERING Pursuant to the Initial Public Offering, the Company sold 11,500,000 10.00 0.0001 one one 11.50 |
PRIVATE PLACEMENT
PRIVATE PLACEMENT | 9 Months Ended |
Sep. 30, 2023 | |
Private Placement | |
PRIVATE PLACEMENT | NOTE 4. PRIVATE PLACEMENT Simultaneously with the Initial Public Offering, the Sponsor purchased an aggregate of 585,275 10.00 5,852,750 The Private Placement Units are identical to the Units, except that (a) the Private Placement Units and their component securities will not be transferable, assignable or saleable until 30 days after the consummation of the Company’s initial business combination except to permitted transferees and (b) the Placement Warrants, so long as they are held by the Sponsor or its permitted transferees, (i) may be exercised by the holders on a cashless basis and (ii) will be entitled to registration rights. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 9 Months Ended |
Sep. 30, 2023 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 5. RELATED PARTY TRANSACTIONS Introducing Advisor Agreement On June 26, 2021, the Company entered into an introducing advisor agreement (the “Introducing Advisor Agreement”) with ARC Group Limited, the Company’s financial advisor (“ARC”), pursuant to which ARC will make strategic introductions to the Company of potential target companies and/or their subsidiaries, affiliates, or representatives (each an “Advisor Target”) who may be interested in potential business combinations with the Company. In consideration for ARC’s services under the Introducing Advisor Agreement, we agreed to (i) pay to ARC (a) a retainer of $ 50,000 100,000 5 6 On March 22, 2022, the Company and ARC entered into the First Amendment to the Introducing Advisor Agreement, pursuant to which both parties agreed that the Company would pay to ARC an additional success fee equivalent to five percent ( 5 On December 31, 2022, the Company and ARC entered into the Second Amendment to the Introducing Advisor Agreement, pursuant to which both parties agreed to extend the Termination Date to December 31, 2024, and to change the performance condition for the Equity Issuance from the closing of an initial business combination to the execution of a business combination agreement. On December 31, 2022, following the execution of the Second Amendment to the Introducing Advisor Agreement, the performance condition for the Equity Issuance was deemed to have been met, and ARC was issued 1,378,517 143,766 Founder Shares On February 25, 2021, the Company issued an aggregate of 2,875,000 25,000 15,000 15,000 5,000 5,000 20 1,378,517 0.0001 143,766 NOTE 5. RELATED PARTY TRANSACTIONS (Continued) The Sponsor has agreed not to transfer, assign or sell any of its Founder Shares until the earlier to occur of: (A) six months 12.00 Promissory Note — Related Party On February 8, 2021, the Sponsor committed to loan the Company an aggregate of up to $ 300,000 78,925 no Related Party Loans In order to finance transaction costs in connection with a Business Combination, the Company’s Sponsor, an affiliate of the Sponsor, or the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (the “Working Capital Loans”). Such Working Capital Loans would be evidenced by promissory notes. The notes would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $ 1,500,000 10.00 477,548 207,081 NOTE 5. RELATED PARTY TRANSACTIONS (Continued) The Company’s second amended and restated certificate of incorporation provides that, if the Company anticipates that it may not be able to consummate a Business Combination within 12 months from the closing of the Company’s initial public offering, the Company may, by resolution of the Company’s board if requested by the Sponsor, extend the period of time to consummate a Business Combination up to two times, each by an additional three months (for a total of up to 18 months to complete a Business Combination), subject to the Sponsor depositing additional funds into the Trust Account as set out below. Pursuant to the terms of the Company’s second amended and restated certificate of incorporation and the trust agreement entered into between the Company and Continental Stock Transfer & Trust Company, in order for the time available for the Company to consummate the initial Business Combination to be extended, the Sponsor or its affiliates or designees, upon five business days advance notice prior to the applicable deadline, must deposit into the Trust Account $ 1,150,000 0.10 2,300,000 0.10 10.00 As described in Note 1, on August 11, 2023, the Stockholders of the Company approved the Extension Amendment and the Trust Amendment to allow the Company to extend the deadline by which it must complete its initial business combination by up to nine one-month periods from August 11, 2023. In connection with each such extension, Data Knights, LLC, the Company’s sponsor, caused approximately $ 75,000 3,556,278 2,545,838 Administrative Services Arrangement Commencing on the date of the prospectus and until completion of the Company’s Business Combination or liquidation, the Company may reimburse ARC Group Ltd., an affiliate of the Sponsor, up to an amount of $ 10,000 30,000 90,000 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
Sep. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 6. COMMITMENTS AND CONTINGENCIES Registration Rights Pursuant to a registration rights agreement entered into on May 6, 2021, the holders of the Founder Shares, Private Placement Units (including the securities contained therein), the units (including the securities contained therein) that may be issued upon conversion of the Working Capital Loans, and any shares of Class A Common Stock issuable upon the exercise of the Placement Warrants and any shares of Class A Common Stock, warrants (and underlying Class A Common Stock) that may be issued upon conversion of the units issued as part of the working capital loans and Class A Common Stock issuable upon conversion of the founder shares are entitled to registration rights. The holders of a majority of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. However, the registration rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable lock-up period. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriters Agreement The Company granted the underwriter a 45 1,500,000 The underwriter was paid a cash underwriting discount of two percent ( 2.00 2,300,000 3.50 4,025,000 Right of First Refusal For a period beginning on May 7, 2021 and ending 12 months from the closing of a business combination, we have granted the underwriters a right of first refusal to act as lead-left book running manager and lead left manager for any and all future private or public equity, convertible and debt offerings during such period. In accordance with FINRA Rule 5110(f)(2)(E)(i), such right of first refusal shall not have a duration of more than three years from the effective date of our Registration Statement. First Amendment to the Introducing Advisor Agreement On March 22, 2022, the Company and ARC entered into the First Amendment to the Introducing Advisor Agreement, pursuant to which both parties agreed that the Company would pay to ARC an additional success fee equivalent to five percent ( 5 Second Amendment to the Introducing Advisor Agreement On December 31, 2022, the Company and ARC entered into the Second Amendment to the Introducing Advisor Agreement, pursuant to which both parties agreed to extend the Termination Date to December 31, 2024, and to change the performance condition for the Equity Issuance from the closing of an initial business combination to the execution of a business combination agreement. On December 31, 2022, following the execution of the Second Amendment to the Introducing Advisor Agreement, the performance condition for the Equity Issuance was deemed to have been met, and ARC was issued 1,378,517 143,766 |
WARRANT LIABILITY
WARRANT LIABILITY | 9 Months Ended |
Sep. 30, 2023 | |
Warrant Liability | |
WARRANT LIABILITY | NOTE 7. WARRANT LIABILITY Public Warrants may only be exercised for a whole number of shares. No fractional warrants will be issued upon separation of the Units and only whole warrants will trade. The Public Warrants will become exercisable 30 days five years The Company will not be obligated to deliver any shares of Class A Common Stock pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act covering the issuance of the shares of Class A Common Stock issuable upon exercise of the warrants is then effective and a current prospectus relating to those shares of Class A Common Stock is available, subject to the Company satisfying its obligations with respect to registration. No warrant will be exercisable for cash or on a cashless basis, and the Company will not be obligated to issue any shares to holders seeking to exercise their warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder, or an exemption from registration is available. The Company has agreed that as soon as practicable, but in no event later than 20 business days after the closing of its initial Business Combination, it will use its commercially reasonable efforts to file with the SEC a post-effective amendment to the registration statement or a new registration statement covering the shares of Class A Common Stock issuable upon exercise of the warrants, to cause such registration statement to become effective and to maintain a current prospectus relating to those shares of Class A Common Stock until the warrants expire or are redeemed, as specified in the warrant agreement. If a registration statement covering the shares of Class A Common Stock issuable upon exercise of the warrants is not effective by the 60th business day after the closing of the Company’s initial business combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption.. Notwithstanding the above, if the Company’s shares of Class A Common Stock are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, it may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, it will not be required to file or maintain in effect a registration statement, and in the event it does not so elect, it will use its commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. If that exemption, or another exemption, is not available, holders will not be able to exercise their warrants on a cashless basis. Redemption of warrants when the price per Class A Common Stock equals or exceeds $ 18.00 ● in whole and not in part; ● at a price of $ 0.01 ● upon not less than 30 days ● if, and only if, the reported last sale price of the Class A Common Stock equals or exceeds $ 18.00 If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws. NOTE 7. WARRANT LIABILITY (Continued) If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of shares of Class A Common Stock issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, or recapitalization, reorganization, merger or consolidation. However, the warrants will not be adjusted for issuance of Class A Common Stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the warrants. If the Company is unable to complete a Business Combination within the Combination Window and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless. The Placement Warrants were identical to the Public Warrants underlying the Units being sold in the Proposed Public Offering, except that the Placement Warrants and the Class A Common Stock issuable upon the exercise of the Placement Warrants will not be transferable, assignable or salable until 30 days In addition, if (x) the Company issues additional shares of Class A Common Stock or equity-linked securities for capital raising purposes in connection with the closing of its initial Business Combination at an issue price or effective issue price of less than $ 9.20 60 9.20 115 18.00 180 10.00 The Placement Warrants will be identical to the Public Warrants underlying the Units being sold in the Proposed Public Offering, except that the Placement Warrants and the Class A Common Stock issuable upon the exercise of the Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Placement Warrants will be exercisable on a cashless basis and be non-redeemable so long as they are held by the initial purchasers or their permitted transferees. If the Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. At September 30, 2022 and December 31, 2022, the Company accounted for the aggregate 12,085,275 11,500,000 585,275 |
STOCKHOLDER_S EQUITY
STOCKHOLDER’S EQUITY | 9 Months Ended |
Sep. 30, 2023 | |
Equity [Abstract] | |
STOCKHOLDER’S EQUITY | NOTE 8. STOCKHOLDER’S EQUITY Preferred Shares 1,000,000 0.0001 no Class A Common Stock 100,000,000 0.0001 Holders of the Company’s Class A Common Stock are entitled to one vote for each share 1,712,698 585,275 Class B Common Stock — 10,000,000 0.0001 Holders of the Company’s Class B Common Stock are entitled to one vote for each share 15,000 15,000 5,000 5,000 On December 31, 2022, ARC Group Limited, the Company’s Financial Advisor, was granted 1,378,517 0.0001 143,766 Accordingly, at September 30, 2023 and December 31, 2022, there were 4,253,517 Holders of Class A Common Stock and Class B Common Stock will vote together as a single class on all other matters submitted to a vote of 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 Business Combination on a one 20 The Company may issue additional common stock or preferred stock to complete its Business Combination or under an employee incentive plan after completion of its Business Combination. |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 9 Months Ended |
Sep. 30, 2023 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENTS | NOTE 9. FAIR VALUE MEASUREMENTS The following table presents information about the Company’s assets and derivative warrant liabilities that are measured at fair value on a recurring basis as of September 30, 2023 and December 31, 2022 and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value: SCHEDULE OF FAIR VALUE HIERARCHY OF VALUATION TECHNIQUES Description (Level 1) (Level 2) (Level 3) September 30, 2023 Quoted Prices in Significant Other Significant Other Active Markets Observable Inputs Unobservable Inputs Description (Level 1) (Level 2) (Level 3) Asset: Investments held in Trust Account $ 19,308,261 $ — $ — Warrant Liabilities: Public Warrants $ 575,000 $ — $ — Private Placement Warrants $ — $ — $ 29,849 Description (Level 1) (Level 2) (Level 3) December 31, 2022 Quoted Prices in Significant Other Significant Other Active Markets Observable Inputs Unobservable Inputs Description (Level 1) (Level 2) (Level 3) Asset: Investments held in Trust Account $ 29,029,416 $ — $ — Warrant Liabilities: Public Warrants $ 345,000 $ — $ — Private Placement Warrants $ — $ — $ 17,558 The Warrants are measured at fair value on a recurring basis. The Public Warrants were valued initially and at each reporting period that the warrants were not actively traded, using a Monte Carlo simulation. As of September 30, 2023 and December 31, 2022, the Public Warrants were valued using the instrument’s publicly listed trading price, which is considered to be a Level 1 measurement due to the use of an observable market quote in an active market. Private Placement Warrants were valued using a Monte Carlo valuation model using level 3 inputs at initial valuation and as of September 30, 2023 and December 31, 2022. At September 30, 2023 and December 31, 2022, assets held in the Trust Account were invested solely in Morgan Stanley Bank cash, bank deposit program and money market fund and BlackRock US Treasury mutual fund of $ 19,308,261 29,029,416 The Warrants were accounted for as liabilities in accordance with ASC 815-40 and are presented within warrant liabilities in the accompanying consolidated balance sheets. The warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented within the consolidated statement of operations. The accounting treatment of derivative financial instruments requires that the Company record a derivative liability upon the closing of the Initial Public Offering. Accordingly, the Company classified each warrant as a liability at its fair value and the warrants were allocated a portion of the proceeds from the issuance of the Units equal to its fair value determined by the Monte Carlo simulation. This liability is subject to remeasurement at each balance sheet date. With each such re-measurement, the warrant liability will be adjusted to fair value, with the change in fair value recognized in the Company’s statement of operations. The Company will reassess the classification at each balance sheet date. If the classification changes as a result of events during the period, the warrants will be reclassified as of the date of the event that causes the reclassification. NOTE 9. FAIR VALUE MEASUREMENTS (Continued) The Company utilized a Monte Carlo simulation to estimate the fair value of the Public warrants at each reporting period for its warrants that are not actively traded. Inherent in a Monte Carlo simulation are assumptions related to expected stock-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its common stock based on historical volatility of select peer companies that matches the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the warrants. The expected life of the warrants is assumed to be equivalent to their remaining contractual term. The dividend rate is based on the historical rate, which the Company anticipates remaining at zero The estimated fair value of the Private Placement Warrants is determined using Level 3 inputs. Inherent in a Monte Carlo model are assumptions related to expected share-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its warrants based on implied volatility from the Company’s traded warrants and from historical volatility of select peer company’s common stock that matches the expected remaining life of the Warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the warrants. The expected life of the warrants is assumed to be equivalent to their remaining contractual term. The dividend rate is based on the historical rate, which the Company anticipates remaining at zero Transfers to/from Levels 1, 2 and 3 are recognized at the end of the reporting period in which a change in valuation technique or methodology occurs. For the three months ended September 30, 2023 and December 31, 2022, there were no The following table provides quantitative information regarding Level 3 fair value measurements inputs as their measurement dates: SCHEDULE OF FAIR VALUE MEASUREMENTS INPUTS AS THEIR MEASUREMENT DATES September 30, 2023 December 31, 2022 (Private Warrants) (Private Warrants) Exercise price $ 11.50 $ 11.50 Share price $ 11.26 $ 10.44 Expected term (years) 5.61 5.12 Probability of Acquisition 2.10 % 2.75 % Volatility 7.9 % 4.2 % Risk-free rate 4.50 % 3.91 % Dividend yield (per share) $ 0.00 $ 0.00 The change in the fair value of the derivative warrant liabilities for the three months ended September 30, 2023 and 2022 is as follows: SCHEDULE OF CHANGES IN FAIR VALUE OF DERIVATIVE WARRANT LIABILITIES Private Warrants Public Warrants Total Warrant Liability Fair value as of December 31, 2022 $ 17,558 $ 345,000 $ 362,558 Change in valuation inputs or other assumptions (1) 12,291 230,000 242,291 Fair value as of September 30, 2023 $ 29,849 $ 575,000 $ 604,849 Private Warrants Public Warrants Total Warrant Liability Fair value as of December 31, 2021 $ 251,668 $ 4,600,000 $ 4,851,668 Fair value, beginning balance $ 251,668 $ 4,600,000 $ 4,851,668 Change in valuation inputs or other assumptions (1) (117,640 ) (2,645,000 ) (2,762,640 ) Fair value as of September 30, 2022 $ 134,028 $ 1,955,000 $ 2,089,028 Fair value, ending balance $ 134,028 $ 1,955,000 $ 2,089,028 (1) Changes in valuation inputs or other assumptions are recognized in the change in fair value of warrant liability in the consolidated statement of operations. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 9 Months Ended |
Sep. 30, 2023 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 10. SUBSEQUENT EVENTS In accordance with ASC Topic 855, “Subsequent Events”, which establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued, the Company has evaluated all events or 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 identified any subsequent events that would have required adjustment or disclosure in the financial statements other than as described below. On October 12, 2023, the Company elected to exercise its eighth of third one-month extension to the Termination Date 75,000 On October 17, 2023, the Company held a special meeting of its stockholders (the “Stockholders”) in lieu of the 2023 annual meeting of stockholders (the “Special Meeting”) in connection with the transactions contemplated by that certain Agreement and Plan of Merger dated April 25, 2022 (the “Merger Agreement”), by and among the Company, Data Knights Merger Sub, Inc., a Delaware corporation (“Merger Sub”), Data Knights, LLC, the Company’s sponsor, OneMedNet Solutions Corporation (formerly named OneMedNet Corporation), a Delaware corporation, (“OneMedNet”), and Paul Casey, as seller representative (such transactions, collectively, the “Business Combination”). At the Special Meeting, the Stockholders were asked to consider and vote on the proposals identified in the definitive proxy statement/prospectus that the Company filed with the U.S. Securities and Exchange Commission (the “SEC”) on September 21, 2023 (the “Definitive Proxy”). Proposals 1 through 7 set forth below were approved: - Proposal 1 preventing the Company from closing a business combination if it would have less than $5,000,0001 of net tangible assets (the “NTA Proposal”) - Proposal 2 - Proposal 3 20 NOTE 10. SUBSEQUENT EVENTS (Continued) - Proposal 4 - Proposal 4A - Proposal 4B - Proposal 5 - Proposal 6 - Proposal 7 In connection with the Special Meeting, certain Stockholders (the “Redeeming Stockholders”) holding 1,614,148 17.9 11.12 1.1 On November 7, 2023, the Company consummated the Business Combination with OneMedNet pursuant to Merger Agreement, following the approval of the Business Combination at the Special Meeting. On November 7, 2023, at the closing of the Business Combination pursuant to the Merger Agreement, Merger Sub merged with and into OneMedNet with OneMedNet surviving the Merger, as a wholly-owned subsidiary of the Company, and the Company changed its name to “OneMedNet Corporation.” |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
Basis of presentation | Basis of presentation The accompanying financial statements are presented in U.S. Dollars and conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. |
Principles of Consolidation | Principles of Consolidation The accompanying consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary. All significant intercompany balances and transactions have been eliminated in consolidation. |
Emerging growth company | Emerging growth company The Company is an “emerging growth company,” as defined in 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 auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. |
Use of estimates | Use of estimates The preparation of 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 revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. Cash equivalents are carried at cost, which approximates fair value. The Company had $ 1,537 30,870 no NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) |
Trust Account | Trust Account Upon the closing of the Initial Public Offering and the Private Placement, $ 117,300,000 10.00 |
Offering Costs Associated with the Initial Public Offering | Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting fees and other costs incurred that were directly related to the Initial Public Offering. Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with warrant liabilities are expensed as incurred, presented as offering costs allocated to warrants in the consolidated statements of operations. Offering costs associated with the Public Shares were charged to stockholders’ equity upon the completion of the Initial Public Offering. |
Class A Common Stock Subject to Possible Redemption | Class A Common Stock Subject to Possible Redemption The Company accounts for its shares subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Shares subject to mandatory redemption (if any) is classified as a liability instrument and is measured at fair value. Conditionally redeemable shares of common stock (including shares of common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, shares are classified as stockholders’ equity. The Company’s Class A Common Stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. On September 30, 2023, there are 585,275 1,712,698 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. The accretion or remeasurement is treated as a deemed dividend (i.e., a reduction to retained earnings, or in absence of retained earnings, additional paid-in capital). NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) As of September 30, 2023 and 2022, the Class A Common Stock reflected on the balance sheet are reconciled in the following table: SCHEDULE OF RECONCILED CLASS A COMMON STOCK 2023 2022 For the Nine Months Ended September 30, 2023 2022 Contingently redeemable Class A Common Stock – Opening Balance $ 28,750,110 $ 117,300,000 Less: Redemption of Class A Common Stock, including interest (11,335,260 ) Plus: Re-measurement of carrying value to redemption value 1,794,994 2,833,869 Contingently redeemable Class A Common Stock - Ending Balance 19,209,844 120,133,869 |
Net income (loss) per share | Net income (loss) per share Net income (loss) per share is computed by dividing net income (loss) by the weighted average number of common stock shares outstanding for the period. The calculation of diluted income (loss) per share does not consider the effect of the warrants issued in connection with the Initial Public Offering and warrants issued as components of the Private Placement Units (the “Placement Warrants”) since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. The Company applies the two-class method in calculating earnings per share. The contractual formula utilized to calculate the redemption amount approximates fair value. The Class feature to redeem at fair value means that there is effectively only one class of stock. Changes in fair value are not considered a dividend for the purposes of the numerator in the earnings per share calculation. Net income per common share is computed by dividing the pro rata net income (loss) between the redeemable shares and the non-redeemable shares by the weighted average number of common shares outstanding for each of the periods. The calculation of diluted income (loss) per common stock does not consider the effect of the warrants issued in connection with the IPO since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. The warrants are exercisable for 12,085,275 NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) The following table reflects the calculation of basic and diluted net income (loss) per common share: RECONCILIATION OF NET LOSS PER COMMON SHARE 2023 2022 2023 2022 For the Three Months Ended For the Nine months ended September 30, September 30, 2023 2022 2023 2022 Redeemable Class A common shares Numerator: Net income (loss) allocable to common stock subject to possible redemption $ (252,542 ) $ (117,823 ) $ (312,541 ) $ 2,300,089 Denominator: weighted average number of redeemable common share 2,166,749 11,500,000 2,541,210 11,500,000 Basic and diluted net income (loss) per redeemable common share $ (0.12 ) $ 0.01 $ (0.12 ) $ 0.20 Non-redeemable Class A and Class B common shares Numerator: Net income (loss) allocable to common stock not subject to redemption $ (563,978 ) $ (35,452 ) $ (595,119 ) $ 692,082 Denominator: weighted average number of non-redeemable common shares 4,838,792 3,460,275 4,838,792 3,460,275 Basic and diluted net income (loss) per non-redeemable common share $ (0.12 ) $ 0.01 $ (0.12 ) $ 0.20 |
Concentration of credit risk | Concentration of credit risk Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution which, at times may exceed the Federal depository insurance coverage of $250,000. At September 30, 2023 and 2022, the Company had not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. |
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 ASC Topic 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the accompanying consolidated balance sheets, primarily due to their short-term nature, except warrant liabilities (See Note 9). |
Derivative Financial Instruments | Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) |
Income Taxes | Income Taxes The Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company’s management determined that the United States is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits, if any, as income tax expense. There were no no Our effective tax rate was ( 12.15 0 30.10 0 21 |
Recently Issued Accounting Standards | Recently Issued Accounting Standards In August 2020, the FASB issued Accounting Standards Update (“ASU”) 2020-06, “Debt — Debt with Conversion and Other Options” (Subtopic 470-20) and “Derivatives and Hedging — Contracts in Entity’s Own Equity” (Subtopic 815-40) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective for the Company for the fiscal year beginning after December 15, 2023, including interim periods within those fiscal years. Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
SCHEDULE OF RECONCILED CLASS A COMMON STOCK | SCHEDULE OF RECONCILED CLASS A COMMON STOCK 2023 2022 For the Nine Months Ended September 30, 2023 2022 Contingently redeemable Class A Common Stock – Opening Balance $ 28,750,110 $ 117,300,000 Less: Redemption of Class A Common Stock, including interest (11,335,260 ) Plus: Re-measurement of carrying value to redemption value 1,794,994 2,833,869 Contingently redeemable Class A Common Stock - Ending Balance 19,209,844 120,133,869 |
RECONCILIATION OF NET LOSS PER COMMON SHARE | RECONCILIATION OF NET LOSS PER COMMON SHARE 2023 2022 2023 2022 For the Three Months Ended For the Nine months ended September 30, September 30, 2023 2022 2023 2022 Redeemable Class A common shares Numerator: Net income (loss) allocable to common stock subject to possible redemption $ (252,542 ) $ (117,823 ) $ (312,541 ) $ 2,300,089 Denominator: weighted average number of redeemable common share 2,166,749 11,500,000 2,541,210 11,500,000 Basic and diluted net income (loss) per redeemable common share $ (0.12 ) $ 0.01 $ (0.12 ) $ 0.20 Non-redeemable Class A and Class B common shares Numerator: Net income (loss) allocable to common stock not subject to redemption $ (563,978 ) $ (35,452 ) $ (595,119 ) $ 692,082 Denominator: weighted average number of non-redeemable common shares 4,838,792 3,460,275 4,838,792 3,460,275 Basic and diluted net income (loss) per non-redeemable common share $ (0.12 ) $ 0.01 $ (0.12 ) $ 0.20 |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Fair Value Disclosures [Abstract] | |
SCHEDULE OF FAIR VALUE HIERARCHY OF VALUATION TECHNIQUES | SCHEDULE OF FAIR VALUE HIERARCHY OF VALUATION TECHNIQUES Description (Level 1) (Level 2) (Level 3) September 30, 2023 Quoted Prices in Significant Other Significant Other Active Markets Observable Inputs Unobservable Inputs Description (Level 1) (Level 2) (Level 3) Asset: Investments held in Trust Account $ 19,308,261 $ — $ — Warrant Liabilities: Public Warrants $ 575,000 $ — $ — Private Placement Warrants $ — $ — $ 29,849 Description (Level 1) (Level 2) (Level 3) December 31, 2022 Quoted Prices in Significant Other Significant Other Active Markets Observable Inputs Unobservable Inputs Description (Level 1) (Level 2) (Level 3) Asset: Investments held in Trust Account $ 29,029,416 $ — $ — Warrant Liabilities: Public Warrants $ 345,000 $ — $ — Private Placement Warrants $ — $ — $ 17,558 |
SCHEDULE OF FAIR VALUE MEASUREMENTS INPUTS AS THEIR MEASUREMENT DATES | The following table provides quantitative information regarding Level 3 fair value measurements inputs as their measurement dates: SCHEDULE OF FAIR VALUE MEASUREMENTS INPUTS AS THEIR MEASUREMENT DATES September 30, 2023 December 31, 2022 (Private Warrants) (Private Warrants) Exercise price $ 11.50 $ 11.50 Share price $ 11.26 $ 10.44 Expected term (years) 5.61 5.12 Probability of Acquisition 2.10 % 2.75 % Volatility 7.9 % 4.2 % Risk-free rate 4.50 % 3.91 % Dividend yield (per share) $ 0.00 $ 0.00 |
SCHEDULE OF CHANGES IN FAIR VALUE OF DERIVATIVE WARRANT LIABILITIES | The change in the fair value of the derivative warrant liabilities for the three months ended September 30, 2023 and 2022 is as follows: SCHEDULE OF CHANGES IN FAIR VALUE OF DERIVATIVE WARRANT LIABILITIES Private Warrants Public Warrants Total Warrant Liability Fair value as of December 31, 2022 $ 17,558 $ 345,000 $ 362,558 Change in valuation inputs or other assumptions (1) 12,291 230,000 242,291 Fair value as of September 30, 2023 $ 29,849 $ 575,000 $ 604,849 Private Warrants Public Warrants Total Warrant Liability Fair value as of December 31, 2021 $ 251,668 $ 4,600,000 $ 4,851,668 Fair value, beginning balance $ 251,668 $ 4,600,000 $ 4,851,668 Change in valuation inputs or other assumptions (1) (117,640 ) (2,645,000 ) (2,762,640 ) Fair value as of September 30, 2022 $ 134,028 $ 1,955,000 $ 2,089,028 Fair value, ending balance $ 134,028 $ 1,955,000 $ 2,089,028 (1) Changes in valuation inputs or other assumptions are recognized in the change in fair value of warrant liability in the consolidated statement of operations. |
DESCRIPTION OF ORGANIZATION A_2
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (Details Narrative) | 9 Months Ended | 12 Months Ended | |||||
Aug. 11, 2023 USD ($) | Nov. 11, 2022 USD ($) $ / shares shares | May 11, 2021 USD ($) $ / shares shares | Feb. 08, 2021 Integer | Sep. 30, 2023 USD ($) $ / shares | Sep. 30, 2022 USD ($) | Dec. 31, 2022 USD ($) | |
Subsidiary, Sale of Stock [Line Items] | |||||||
Condition for future business combination number of businesses minimum | Integer | 1 | ||||||
Proceeds from sale from IPO and Private Placement Units | $ 117,300,000 | $ 4,025,000 | |||||
Share Price | $ / shares | $ 10.20 | ||||||
Price per unit | $ / shares | $ 0.045 | $ 10 | |||||
Cash held outside the Trust Account | $ 1,537 | $ 30,870 | |||||
Working capital deficit | 3,057,188 | 1,945,267 | |||||
Amount to be deposited in trust account in connection with the exercise of the first monthly extension | $ 122,920 | ||||||
Business combination, tangible assets | 5,000,001 | ||||||
Number of shares redeemed | shares | 8,768,456 | ||||||
Common share at redemption value | $ / shares | $ 10.42 | ||||||
Aggregate amount of shares redeemed | $ 91,400,000 | ||||||
Assets held in trust | $ 75,000 | $ 28,500,000 | 150,000 | ||||
Termination agreement | At the Special Meeting, the Stockholders approved the Extension Amendment Proposal to amend Company’s Charter and authorized the Company to adopt and file the Amended Charter with the Secretary of State of Delaware, which the Company promptly filed following the Stockholders’ approval. The stockholders approved amendments to the Company’s charter and trust agreement allowing the Company to extend its termination date in a series of up to nine (9) one-month extensions until May 11, 2024 in exchange for depositing into its trust account (the “Trust Account”) with Continental Stock Transfer and Trust Company the lesser of $75,000 or $0.045 per share for each public share outstanding (the “Extension Amount”). In connection with the voting on the Extension Amendment Proposal and the Trust Amendment Proposal at the Special Meeting, holders of 1,018,846 shares of Class A ordinary shares exercised the right to redeem such shares for cash. | ||||||
Maximum net interest to pay dissolution expenses | 100,000 | ||||||
Proceeds from Related Party Debt | $ 11,500 | ||||||
Investments held in Trust Account | 19,308,261 | 29,029,416 | |||||
Proceeds from Interest Withdrawn from Trust Account | 498,697 | $ 299,601 | |||||
Convertible loans | $ 1,500,000 | ||||||
Units per price | $ / shares | $ 10 | ||||||
Sponsor [Member] | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Proceeds from Related Party Debt | $ 78,925 | ||||||
Founder Shares [Member] | Sponsor [Member] | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Proceeds from sale of founder shares | $ 25,000 | ||||||
Data Knights LLC [Member] | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Business combination percentage | 80% | ||||||
Business acquisition voting interest | 50% | ||||||
IPO [Member] | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Number of shares issued | shares | 11,500,000 | ||||||
Proceeds from sale from IPO and Private Placement Units | $ 115,000,000 | ||||||
Price per unit | $ / shares | $ 10 | $ 10 | |||||
Transaction Costs | $ 6,771,112 | ||||||
Underwriting fees | 2,300,000 | ||||||
Deferred Underwriting Commissions | 4,025,000 | ||||||
Other Offering Costs | 446,112 | ||||||
Cash held outside the Trust Account | 959,560 | ||||||
Working capital deficit | $ 2,943,835 | ||||||
Private Placement [Member] | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Number of shares issued | shares | 585,275 | ||||||
Proceeds from sale from IPO and Private Placement Units | $ 5,852,750 | ||||||
Share Price | $ / shares | $ 10 | ||||||
Over-Allotment Option [Member] | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Price per unit | $ / shares | $ 0.10 | ||||||
Condition For Future Business Combination Threshold Net Tangible Assets | $ 2,300,000 |
SCHEDULE OF RECONCILED CLASS A
SCHEDULE OF RECONCILED CLASS A COMMON STOCK (Details) - USD ($) | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Contingently redeemable Class A Common Stock – Opening Balance | $ 28,750,110 | |
Contingently redeemable Class A Common Stock - Ending Balance | 19,209,844 | |
Common Class A Subject To Redemption [Member] | ||
Contingently redeemable Class A Common Stock – Opening Balance | 28,750,110 | $ 117,300,000 |
Redemption of Class A Common Stock, including interest | (11,335,260) | |
Re-measurement of carrying value to redemption value | 1,794,994 | 2,833,869 |
Contingently redeemable Class A Common Stock - Ending Balance | $ 19,209,844 | $ 120,133,869 |
RECONCILIATION OF NET LOSS PER
RECONCILIATION OF NET LOSS PER COMMON SHARE (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 9 Months Ended | ||||
Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Sep. 30, 2022 | Jun. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Net income (loss) allocable to common stock not subject to redemption | $ (816,520) | $ (5,158) | $ (85,983) | $ (153,275) | $ 3,145,455 | $ (907,660) | $ 2,992,171 |
Common Class A Subject To Redemption [Member] | |||||||
Net income (loss) allocable to common stock not subject to redemption | $ (252,542) | $ (117,823) | $ (312,541) | $ 2,300,089 | |||
Denominator: weighted average number of non-redeemable common shares | 2,166,749 | 11,500,000 | 2,541,210 | 11,500,000 | |||
Net income(loss) per redeemable B common share - basic | $ (0.12) | $ 0.01 | $ (0.12) | $ 0.20 | |||
Net income(loss) per redeemable B common share - diluted | $ (0.12) | $ 0.01 | $ (0.12) | $ 0.20 | |||
Class A And Class B Common Stock Not Subject To Redemption [Member] | |||||||
Net income (loss) allocable to common stock not subject to redemption | $ (563,978) | $ (35,452) | $ (595,119) | $ 692,082 | |||
Denominator: weighted average number of non-redeemable common shares | 4,838,792 | 3,460,275 | 4,838,792 | 3,460,275 | |||
Net income(loss) per redeemable B common share - basic | $ (0.12) | $ 0.01 | $ (0.12) | $ 0.20 | |||
Net income(loss) per redeemable B common share - diluted | $ (0.12) | $ 0.01 | $ (0.12) | $ 0.20 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | |||||
May 11, 2021 | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Nov. 11, 2022 | |
Cash | $ 1,537 | $ 1,537 | $ 30,870 | ||||
Cash equivalents | 0 | 0 | 0 | ||||
Proceeds from sale from IPO and Private Placement Units | $ 117,300,000 | $ 4,025,000 | |||||
Price per unit | $ 10 | $ 0.045 | |||||
Warrant exercisable | 12,085,275 | ||||||
Unrecognized tax benefits | 0 | $ 0 | 0 | ||||
Unrecognized tax benefits accrued for interest and penalties | $ 0 | $ 0 | $ 0 | ||||
Effective tax rate | 12.15% | 0% | 30.10% | 0% | |||
Statutory tax rate | 21% | 21% | |||||
Class Common Stock Not Subject To Possible Redemption [Member] | |||||||
Common Stock, shares outstanding | 585,275 | 585,275 | |||||
Common Class Subject To Redemption [Member] | |||||||
Common Stock, shares outstanding | 1,712,698 | 1,712,698 |
INITIAL PUBLIC OFFERING (Detail
INITIAL PUBLIC OFFERING (Details Narrative) - $ / shares | May 11, 2021 | Sep. 30, 2023 | Nov. 11, 2022 |
Subsidiary, Sale of Stock [Line Items] | |||
Price per unit | $ 10 | $ 0.045 | |
IPO [Member] | |||
Subsidiary, Sale of Stock [Line Items] | |||
Sale of units in Initial Public Offering, net of offering costs (in shares) | 11,500,000 | ||
Price per unit | $ 10 | $ 10 | |
Common stock par value per share | $ 0.0001 | ||
IPO [Member] | Public Warrants [Member] | |||
Subsidiary, Sale of Stock [Line Items] | |||
Number of warrants in a unit | 1 | ||
Exercise price of warrants | $ 11.50 |
PRIVATE PLACEMENT (Details Narr
PRIVATE PLACEMENT (Details Narrative) - Private Placement [Member] | 9 Months Ended |
Sep. 30, 2023 USD ($) $ / shares shares | |
Subsidiary, Sale of Stock [Line Items] | |
Number of warrants to purchase shares issued | shares | 585,275 |
Price of warrant | $ / shares | $ 10 |
Proceeds from sale of Private units | $ | $ 5,852,750 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||
Nov. 11, 2022 | Mar. 22, 2022 | Jun. 26, 2021 | Jun. 01, 2021 | Mar. 23, 2021 | Feb. 25, 2021 | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Feb. 08, 2021 | |
Related Party Transaction [Line Items] | ||||||||||||
Transfer, assign or sell any shares or warrants after completion of initial business combination, stock price trigger | $ 10.20 | $ 10.20 | ||||||||||
Debt instrument, convertible, conversion price | 10 | 10 | ||||||||||
Sale of stock, price per share | $ 10.42 | |||||||||||
Amount to be deposited in trust account in connection with the exercise of first monthly extension | $ 122,920 | |||||||||||
Common Class B [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||
Related Party [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Other liabilities | $ 11,200 | $ 11,200 | $ 11,500 | |||||||||
Related Party [Member] | Promissory Note With Related Party [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Maximum borrowing capacity of related party promissory note | $ 300,000 | |||||||||||
Repayments of related party debt | $ 78,925 | |||||||||||
Notes payable | 0 | 0 | 0 | |||||||||
Related Party [Member] | Administrative Support Agreement [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Administrative fees expense | $ 30,000 | $ 30,000 | 90,000 | $ 90,000 | ||||||||
Sponsor [Member] | Founder Shares [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Stock issued during period value new issues | $ 25,000 | |||||||||||
Sponsor [Member] | Founder Shares [Member] | Common Class B [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Stock issued during period shares new issues | 2,875,000 | |||||||||||
Stock issued during period value new issues | $ 25,000 | |||||||||||
Percentage of issued and outstanding shares after the initial public offering collectively held by initial stockholders | 20% | |||||||||||
Restrictions on transfer period of time after business combination completion | 6 months | |||||||||||
Transfer, assign or sell any shares or warrants after completion of initial business combination, stock price trigger | $ 12 | $ 12 | ||||||||||
Sponsor [Member] | Related Party Loans [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Related party loans convertible up to consummation of business combination | $ 1,500,000 | |||||||||||
Debt instrument, convertible, conversion price | $ 10 | $ 10 | ||||||||||
Other liabilities | $ 477,548 | $ 477,548 | 207,081 | |||||||||
Securities deposit held in trust account | $ 1,150,000 | |||||||||||
Sale of stock, price per share | $ 0.10 | $ 0.10 | ||||||||||
Securities deposit held in trust account | $ 2,300,000 | |||||||||||
Sponsor [Member] | Extension Loans [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Other liabilities | $ 3,556,278 | 3,556,278 | $ 2,545,838 | |||||||||
Amount to be deposited in trust account in connection with the exercise of first monthly extension | $ 75,000 | |||||||||||
Chief Executive Officer [Member] | Founder Shares [Member] | Common Class B [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Stock transferred to others during period share | 15,000 | |||||||||||
Chief Financial Officer [Member] | Founder Shares [Member] | Common Class B [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Stock transferred to others during period share | 15,000 | |||||||||||
Two Independent Director [Member] | Founder Shares [Member] | Common Class B [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Stock transferred to others during period share | 5,000 | |||||||||||
Third Independent Director [Member] | Founder Shares [Member] | Common Class B [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Stock transferred to others during period share | 5,000 | |||||||||||
Arc Group Limited [Member] | Related Party [Member] | Introducing Advisor Agreement With Arc Group Limited [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Retainer fee upon execution of agreement | $ 50,000 | |||||||||||
Success fee upon closing of initial business combination | $ 100,000 | |||||||||||
Percentage of ownership as consideration for service. | 5% | |||||||||||
Threshold period for consideration payable after the Closes on business combination or any financing with any advisor target or any affiliate of an advisor target | 6 months | |||||||||||
Percentage of success fee on any PIPE financing | 5% | |||||||||||
Arc Group Limited [Member] | Related Party [Member] | Second Amendment To Introducing Advisor Agreement With Arc Group Limited [Member] | Common Class B [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Stock issued during period shares new issues | 1,378,517 | |||||||||||
Maximum number of shares subject to forfeiture if public stockholders exercise redemption rights | 143,766 | |||||||||||
Arc Group Limited [Member] | Related Party [Member] | Founder Shares [Member] | Common Class B [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Stock issued during period shares new issues | 1,378,517 | |||||||||||
Maximum number of shares subject to forfeiture if public stockholders exercise redemption rights | 143,766 | |||||||||||
Common stock, par value | $ 0.0001 | |||||||||||
Arc Group Limited [Member] | Related Party [Member] | Administrative Support Agreement [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Maximum administrative fees expense per month | $ 10,000 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) | 9 Months Ended | 12 Months Ended | |||
Dec. 31, 2022 | Mar. 22, 2022 | May 11, 2021 | Sep. 30, 2023 | Dec. 31, 2022 | |
Subsidiary, Sale of Stock [Line Items] | |||||
Over allotment option period | 45 days | ||||
Underwriting discount percentage | 2% | ||||
Underwriting discount paid | $ 2,300,000 | ||||
Deferred underwriting fees percentage | 3.50% | ||||
Proceeds from initial public offering | $ 117,300,000 | $ 4,025,000 | |||
Arc Group Limited [Member] | Common Class B [Member] | Founder Shares [Member] | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Maximum number of shares subject to forfeiture if public stockholders exercise redemption rights | 143,766 | ||||
First Amendment To Introducing Advisor Agreement With Arc Group Limited [Member] | Arc Group Limited [Member] | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Percentage of success fee on any PIPE financing | 5% | ||||
Second Amendment To Introducing Advisor Agreement With Arc Group Limited [Member] | Arc Group Limited [Member] | Common Class B [Member] | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Share-based compensation arrangement by share-based payment award, options, grants in period, gross | 1,378,517 | ||||
Second Amendment To Introducing Advisor Agreement With Arc Group Limited [Member] | Arc Group Limited [Member] | Common Class B [Member] | Founder Shares [Member] | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Share-based compensation arrangement by share-based payment award, options, grants in period, gross | 1,378,517 | ||||
Maximum number of shares subject to forfeiture if public stockholders exercise redemption rights | 143,766 | ||||
Over-Allotment Option [Member] | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Units issued during period, shares, new issues | 1,500,000 |
WARRANT LIABILITY (Details Narr
WARRANT LIABILITY (Details Narrative) - $ / shares | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Shares trigger price | $ 10.20 | |
Warrant [Member] | ||
Shares trigger price | $ 18 | |
Public Warrants [Member] | ||
Class of warrant or right, minimum threshold written notice period for redemption of warrant | 30 days | |
Warrants and rights outstanding term | 5 years | |
Class of warrant or right redemption of warrants or rights stock price trigger | $ 18 | |
Class of warrant or right redemption of warrants or rights stock price trigger | 0.01 | |
Shares trigger price | $ 10 | |
Percentage of gross proceeds on total equity proceed | 60% | |
Class of warrant or right adjustment of exercise price | 115% | |
Class of warrant or right adjustment of exercise price | 180% | |
Warrants or rights issued | 11,500,000 | |
Public Warrants [Member] | Common Class A [Member] | ||
Shares trigger price | $ 9.20 | |
Warrant [Member] | ||
Warrants or rights issued | 12,085,275 | 12,085,275 |
Placement Warrants [Member] | ||
Warrants or rights issued | 585,275 |
STOCKHOLDER_S EQUITY (Details N
STOCKHOLDER’S EQUITY (Details Narrative) | 9 Months Ended | 12 Months Ended | |||
Dec. 31, 2022 $ / shares shares | Mar. 23, 2021 shares | Feb. 25, 2021 shares | Sep. 30, 2023 $ / shares shares | Dec. 31, 2022 $ / shares shares | |
Class of Stock [Line Items] | |||||
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | 1,000,000 | ||
Preferred stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
Preferred stock, shares issued | 0 | 0 | 0 | ||
Preferred stock, shares outstanding | 0 | 0 | 0 | ||
Temporary equity subject to possible redemption, outstanding | 2,731,544 | 1,712,698 | 2,731,544 | ||
Common Class A [Member] | |||||
Class of Stock [Line Items] | |||||
Common stock, shares authorized | 100,000,000 | 100,000,000 | 100,000,000 | ||
Common stock par value per share | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
Common stock, voting rights | Holders of the Company’s Class A Common Stock are entitled to one vote for each share | ||||
Temporary equity subject to possible redemption, issued | 1,712,698 | 1,712,698 | 1,712,698 | ||
Temporary equity subject to possible redemption, outstanding | 1,712,698 | 1,712,698 | 1,712,698 | ||
Common stock, shares issued | 585,275 | 585,275 | 585,275 | ||
Common stock, shares outstanding | 585,275 | 585,275 | 585,275 | ||
Common Class B [Member] | |||||
Class of Stock [Line Items] | |||||
Common stock, shares authorized | 10,000,000 | 10,000,000 | 10,000,000 | ||
Common stock par value per share | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
Common stock, voting rights | Holders of the Company’s Class B Common Stock are entitled to one vote for each share | ||||
Common stock, shares issued | 4,253,517 | 4,253,517 | 4,253,517 | ||
Common stock, shares outstanding | 4,253,517 | 4,253,517 | 4,253,517 | ||
Common stock, conversion ratio | 1 | ||||
Initial Business combination shares issuable as percent of outstanding Share | 20 | ||||
Common Class B [Member] | Arc Group Limited [Member] | Second Amendment To Introducing Advisor Agreement With Arc Group Limited [Member] | |||||
Class of Stock [Line Items] | |||||
Number of shares granted | 1,378,517 | ||||
Common Class B [Member] | Arc Group Limited [Member] | Founder Shares [Member] | |||||
Class of Stock [Line Items] | |||||
Number of shares granted | 143,766 | ||||
Common Class B [Member] | Arc Group Limited [Member] | Founder Shares [Member] | Second Amendment To Introducing Advisor Agreement With Arc Group Limited [Member] | |||||
Class of Stock [Line Items] | |||||
Common stock par value per share | $ / shares | $ 0.0001 | $ 0.0001 | |||
Number of shares granted | 1,378,517 | ||||
Number of shares granted | 143,766 | ||||
Common Class B [Member] | Chief Executive Officer [Member] | Sponsor [Member] | |||||
Class of Stock [Line Items] | |||||
Number of shares transferred | 15,000 | ||||
Common Class B [Member] | Chief Financial Officer [Member] | Sponsor [Member] | |||||
Class of Stock [Line Items] | |||||
Number of shares transferred | 15,000 | ||||
Common Class B [Member] | Independent Directors [Member] | Sponsor [Member] | |||||
Class of Stock [Line Items] | |||||
Number of shares transferred | 5,000 | 5,000 |
SCHEDULE OF FAIR VALUE HIERARCH
SCHEDULE OF FAIR VALUE HIERARCHY OF VALUATION TECHNIQUES (Details) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments held in Trust Account | $ 19,308,261 | $ 29,029,416 |
Fair Value, Inputs, Level 1 [Member] | Fair Value, Recurring [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments held in Trust Account | 19,308,261 | 29,029,416 |
Public Warrants | 575,000 | 345,000 |
Private Placement Warrants | ||
Fair Value, Inputs, Level 2 [Member] | Fair Value, Recurring [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments held in Trust Account | ||
Public Warrants | ||
Private Placement Warrants | ||
Fair Value, Inputs, Level 3 [Member] | Fair Value, Recurring [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments held in Trust Account | ||
Public Warrants | ||
Private Placement Warrants | $ 29,849 | $ 17,558 |
SCHEDULE OF FAIR VALUE MEASUREM
SCHEDULE OF FAIR VALUE MEASUREMENTS INPUTS AS THEIR MEASUREMENT DATES (Details) - Private Warrant [Member] - Fair Value, Inputs, Level 3 [Member] | Sep. 30, 2023 $ / shares | Sep. 30, 2023 | Dec. 31, 2022 $ / shares |
Measurement Input, Exercise Price [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Fair value measurements input | 11.50 | 11.50 | |
Measurement Input, Share Price [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Fair value measurements input | 11.26 | 10.44 | |
Measurement Input, Expected Term [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Fair value measurements input | 5.61 | 5.12 | |
Measurement Input Probability Of Completing Business Combination [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Fair value measurements input | 0.0210 | 0.0275 | |
Measurement Input, Price Volatility [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Fair value measurements input | 0.079 | 0.042 | |
Measurement Input, Risk Free Interest Rate [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Fair value measurements input | 0.0450 | 0.0391 | |
Measurement Input, Expected Dividend Rate [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Fair value measurements input | 0 | 0 | 0 |
SCHEDULE OF CHANGES IN FAIR VAL
SCHEDULE OF CHANGES IN FAIR VALUE OF DERIVATIVE WARRANT LIABILITIES (Details) - USD ($) | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | ||
Private Warrant [Member] | |||
Class of Warrant or Right [Line Items] | |||
Fair value, beginning balance | $ 17,558 | $ 251,668 | |
Change in valuation inputs or other assumptions | [1] | 12,291 | (117,640) |
Fair value, ending balance | 29,849 | 134,028 | |
Public Warrants [Member] | |||
Class of Warrant or Right [Line Items] | |||
Fair value, beginning balance | 345,000 | 4,600,000 | |
Change in valuation inputs or other assumptions | [1] | 230,000 | (2,645,000) |
Fair value, ending balance | 575,000 | 1,955,000 | |
Warrant Liability [Member] | |||
Class of Warrant or Right [Line Items] | |||
Fair value, beginning balance | 362,558 | 4,851,668 | |
Change in valuation inputs or other assumptions | [1] | 242,291 | (2,762,640) |
Fair value, ending balance | $ 604,849 | $ 2,089,028 | |
[1]Changes in valuation inputs or other assumptions are recognized in the change in fair value of warrant liability in the consolidated statement of operations. |
FAIR VALUE MEASUREMENTS (Detail
FAIR VALUE MEASUREMENTS (Details Narrative) | 3 Months Ended | 12 Months Ended | ||
Sep. 30, 2023 USD ($) | Dec. 31, 2022 USD ($) $ / shares | Sep. 30, 2023 $ / shares | Sep. 30, 2023 | |
Fair Value, off-Balance-Sheet Risks, Disclosure Information [Line Items] | ||||
Assets held in trust account | $ 19,308,261 | $ 29,029,416 | ||
Fair value assets and Lliabilities transfers between levels amount | 0 | $ 0 | ||
Private Warrant [Member] | Fair Value, Inputs, Level 3 [Member] | Measurement Input, Expected Dividend Rate [Member] | ||||
Fair Value, off-Balance-Sheet Risks, Disclosure Information [Line Items] | ||||
Fair value measurements input | 0 | 0 | 0 | |
US Treasury Securities [Member] | ||||
Fair Value, off-Balance-Sheet Risks, Disclosure Information [Line Items] | ||||
Assets held in trust account | $ 19,308,261 | $ 29,029,416 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - USD ($) | 9 Months Ended | |||||
Oct. 17, 2023 | Oct. 12, 2023 | Sep. 30, 2023 | Sep. 30, 2022 | Aug. 11, 2023 | Nov. 11, 2022 | |
Subsequent Event [Line Items] | ||||||
Investment of cash in trust account | $ 1,010,440 | $ 2,300,000 | ||||
Share Price | $ 10.20 | |||||
Trust account | $ 150,000 | $ 75,000 | $ 28,500,000 | |||
Subsequent Event [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Extension period for consummating initial business combination | the Company elected to exercise its eighth of third one-month extension to the Termination Date | |||||
Investment of cash in trust account | $ 75,000 | |||||
Business combination net of tangible assets description | preventing the Company from closing a business combination if it would have less than $5,000,0001 of net tangible assets (the “NTA Proposal”) | |||||
Temporary equity stock redeemed or called during period shares | 1,614,148 | |||||
Trust account | $ 1,100,000 | |||||
Subsequent Event [Member] | IPO [Member] | ||||||
Subsequent Event [Line Items] | ||||||
share issued, value | $ 17,900,000 | |||||
Share Price | $ 11.12 | |||||
Subsequent Event [Member] | Common Class A [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Common stock shares issued and outstanding percentage | 20% |