| SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited condensed financial statements of the
Company are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. Certain information or footnote disclosures normally included in
unaudited condensed financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and
footnotes necessary for a comprehensive presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a
normal recurring nature, which are necessary for a fair statement of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed financial statements should be read in conjunction
with the Company’s 2022 Form 10-K as filed with the SEC on March 31, 2023. The interim results for the three and six months ended June 30, 2023 are not necessarily indicative of the results to be expected for the year ending December 31, 2023
or for any future periods.
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. The JOBS Act provides that an emerging growth company can elect to
opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period
which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt
the new or revised standard. This may make comparison of the Company’s unaudited condensed 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 unaudited condensed financial statements in
conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed
financial statements and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant
judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the unaudited condensed 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 from those estimates. The initial valuation of the Public Warrants (as defined in Note 3), Private Placement
Warrants, and Class A common stock subject to redemption required management to exercise significant judgement in its estimates. Cash, Cash Equivalents, and Restricted Cash The Company considers all short-term investments with an original
maturity of three months or less when purchased to be cash equivalents. The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the condensed balance sheets that sum to the total of the same
amounts shown in the statements of cash flows.
June 30, 2023
December 31, 2022
(Unaudited)
Cash
$ 38,548
$ 1,343,809
Cash equivalents
810,827
—
Restricted cash
—
22,468,765
Total Cash
$849,375
$23,812,574 Cash Equivalents The Company invests auxiliary funds from the operating bank
account into trading securities held in the brokerage account. The investments consist of U.S. government treasury obligations with a fair value of $810,827
and $0 at June 30, 2023 and December 31, 2022, respectively. Restricted Cash Held with Trustee In connection with the Extension Amendment, the Company
transferred cash in the amount of $185,001,686 to the Trustee. As of June 30, 2023 and December 31, 2022, the Company had $0 and $22,468,765 in restricted cash
held with the Trustee, respectively. The Company does not have access to these funds. The assets held with the Trustee were solely used in the payout to redeeming stockholders. During the six months ended June 30, 2023, of the remaining
restricted cash held with the Trustee, $9,136,168 was paid to remaining redeeming stockholders and $13,332,597 was transferred back to the Trust Account. Investments Held in Trust Account As of June 30, 2023 and December 31, 2022, the assets held in the
Trust Account were held in U.S. government treasury obligations with maturities of 185 days or less, which were invested in U.S. Treasury securities. Trading securities are presented on the condensed balance sheets at fair value at the end of
each reporting period. Gains and losses resulting from the change in fair value of these securities are included in unrealized gains (losses) on investments held in Trust Account and realized gains (losses) on investments held in Trust Account
in the accompanying unaudited condensed statements of operations. Common Stock Subject to Possible Redemption The Company accounts for its common stock subject to possible
redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity (“ASC 480”). Common stock subject to mandatory redemption are classified as a liability instrument and are
measured at fair value. Conditionally redeemable common stock (including common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely
within the Company’s control) are classified as temporary equity. At all other times, common stock is classified as stockholders’ equity (deficit). The Company’s Class A common stock includes certain redemption rights that are outside of the Company’s control and subject to the occurrence of uncertain future
events and therefore is classified as temporary equity. As of June 30, 2023 and December 31, 2022, 1,304,259 shares of Class A
common stock subject to possible redemption are presented at redemption value as temporary equity, outside of the stockholders’ deficit section of the Company’s balance sheets. The Company recognizes changes in redemption value immediately as
they occur and adjusts the carrying value of redeemable Class A common stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable Class A common stock are recorded
against additional paid-in capital and accumulated deficit. The Company recorded an initial accretion of carrying value to redemption valuation of $25,012,764 upon consummation of the Initial Public Offering. For the period from March 1, 2021 (inception) through December 31, 2021, the Company recorded accretion of carrying value to redemption
value of $29,687 due to the unrealized gain on the investments held in the Trust Account. For the year ended December 31, 2022,
the Company recorded accretion of carrying value to redemption value of $2,177,762 due to the $2,752,849 of realized gain on the
investments held in the Trust Account partially offset by $575,087 transferred to the operating bank account for taxes, as the holders of the Class A common stock subject to redemption have the right to redeem their shares
for a pro rata portion of the amount held in the Trust Account including any pro rata gains earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations. For the three and six months ended
June 30, 2023, the Company subsequently recorded accretion of carrying value to redemption value of $160,482 and $301,805 due to the unrealized gain on the investments held in the Trust Account, respectively. As of June 30, 2023 and December 31, 2022, the Class A common
stock subject to possible redemption reflected in the unaudited condensed financial statements is reconciled in the following table:
Gross proceeds
$ 180,415,000
Less:
Proceeds allocated to Public Warrants
(8,569,713)
Issuance costs allocated to Class A common stock
(14,638,901)
Plus:
Initial accretion of carrying value to redemption value
25,012,764
Subsequent accretion of carrying value to redemption value as of December 31,
2021
29,687
Class A common stock subject to possible redemption as of
December 31, 2021
182,248,837
Subsequent accretion of carrying value to redemption value as of December 31,
2022
2,177,762
Stockholder redemption of 16,737,241 shares at $10.10 per share plus realized
gains
(171,094,002)
Class A common stock subject to possible redemption as of
December 31, 2022
13,332,597
Subsequent accretion of carrying value to redemption value as of March 31, 2023
141,323
Class A common stock subject to possible redemption as of
March 31, 2023
13,473,920
Subsequent accretion of carrying value to redemption value as of June 30, 2023
160,482
Class A common stock subject to possible redemption as of
June 30, 2023
$ 13,634,402 Warrant Liabilities The Company accounts for warrants as either equity-classified or
liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in ASC 480 and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are
freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are
indexed to the Company’s own common stock, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly
period end date while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for
equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are
required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations.
See Note 10 for details regarding the valuation of the Public Warrants (as defined in Note 3) and the Private Placement Warrants. Offering Costs Associated with the Initial Public Offering The Company complies with the requirements of ASC 340-10-S99-1 and
SEC Staff Accounting Bulletin Topic 5A, Expenses of Offering Income Taxes The Company complies with the accounting and reporting
requirements of ASC Topic 740, Income Taxes (“ASC 740”), 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 740 prescribes a recognition threshold and a measurement
attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination
by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits, if any, as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of
June 30, 2023 and December 31, 2022. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by
major taxing authorities since inception. The Company’s effective tax rate from continuing operations was 0.0% and 0.0% for the three and six months ended June 30, 2023, respectively. The Company’s effective tax rate from continuing operations was 0.0% and 0.0% for the three and six
months ended June 30, 2022, respectively. Concentration of Credit Risk Financial instruments that potentially subject the Company to
concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage. The Company has not experienced losses on this account and management believes the
Company is not exposed to significant risks on such account. On March 10, 2023, Silicon Valley Bank (“SVB”) was closed by the
California Department of Financial Protection and Innovation, which appointed the Federal Deposit Insurance Corporation (“FDIC”) as receiver. On March 10, 2023, the Company announced that it held all of its operating cash deposits with SVB in
the amount of $1,343,809. None of the Company’s Trust Account deposits are held at SVB. Following the joint announcement issued by
the Department of the Treasury, Federal Reserve, and FDIC on March 12, 2023, whereby the FDIC will complete its resolution of the receivership of SVB in a manner that fully protects all depositors, the Company has access to all of their
operating funds. On March 27, 2023, SVB was acquired by First Citizens Bank and the Company’s deposits continue to be FDIC insured up to the FDIC limit. Net Income (Loss) Per Common Share Net income (loss) per common share is computed by dividing net
income (loss) by the weighted-average number of shares of common stock outstanding during the period. The Company has not considered the effect of the warrants sold in the Initial Public Offering and private placement to purchase an aggregate of 17,033,200 shares in the calculation of diluted income (loss) per share, since the exercise of the warrants is contingent upon the occurrence of
future events. In order to determine the net income (loss) attributable to both the public Class A common stock and Class B common stock, the Company first considered the total income (loss) allocable to both sets of shares. This is calculated
using the total net income (loss) less any dividends paid. For purposes of calculating net income (loss) per share, any remeasurement of the accretion to redemption value of the Class A common stock subject to possible redemption was considered
to be dividends paid to the public stockholders. Subsequent to calculating the total income (loss) allocable to both sets of shares, the Company split the amount to be allocated using a ratio of 22% for the Class A common stock and 78% for the
Class B common stock for the three and six months ended June 30, 2023 and a ratio of 80% for the Class A common stock and 20% for the Class B common stock for the three and six months ended June 30, 2022, reflective of the respective participation rights. The change
in allocation ratios for the three and six months ended June 30, 2023 and for the three and six months ended June 30, 2022 are due to the redemptions of Class A common stock (see Note 1). The following tables reflect the calculation of basic and diluted
net income (loss) per common share (in dollars, except per share amounts):
For the three months ended June 30, 2023
For the three months ended June 30, 2022
For the six months ended June 30, 2023
For the six months ended June 30, 2022
Net income
$ 199,685
$2,525,557
$ 208,852
$ 4,197,211
Accretion of Class A common stock to redemption amount
(160,482)
(230,598)
(301,805)
(302,089)
Gain on waiver of deferred underwriting commissions by
underwriter
6,014,585
—
6,014,585
—
Net income (loss) including accretion of temporary equity
to redemption value and gain on waiver of deferred underwriting commissions by underwriter
$6,053,788
$2,294,959
$5,921,632
$3,895,122
For the Three Months Ended June 30,
For the Six Months Ended June 30,
2023
2022
2023
2022
Class A
Class B
Class A
Class B
Class A
Class B
Class A
Class B
Basic and diluted net income (loss) per share:
Numerator:
Net income (loss) including accretion of temporary equity
to redemption value and gain on waiver of deferred underwriting commissions by underwriter
$ 1,357,903
$4,695,885
$1,835,967
$458,992
$ 1,328,259
$4,593,373
$3,116,098
$779,024
Accretion of Class A common stock to redemption amount
160,482
—
230,598
—
301,805
—
302,089
—
Gain on waiver of deferred underwriting commissions by
underwriter
(6,014,585)
—
—
—
(6,014,585)
—
—
—
Net income (loss)
$(4,496,200)
$4,695,885
$2,066,565
$458,992
$(4,384,521)
4,593,373
$3,418,187
$779,024
For the Three Months Ended June 30,
For the Six Months Ended June 30,
2023
2022
2023
2022
Class A
Class B
Class A
Class B
Class A
Class B
Class A
Class B
Denominator:
Weighted Average Common Stock
1,304,259
4,510,375
18,041,500
4,510,375
1,304,259
4,510,375
18,041,500
4,510,375
Basic and diluted net income (loss) per
common share
$ (3.45)
$ 1.04
$ 0.11
$ 0.10
$ (3.36)
$ 1.02
$ 0.19
$ 0.17 As of June 30, 2023 and December 31, 2022, no Founder Shares
remain subject to forfeiture, as such the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into common stock and share in earnings. As a result, diluted income (loss) per share
is the same as basic income (loss) per share for the periods presented. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which
qualify as financial instruments under ASC 820, Fair Value Measurement The Company applies ASC 820, which establishes a framework for
measuring fair value and clarifies the definition of fair value within that framework. ASC 820 defines fair value as an exit price, which is the price that would be received for an asset or paid to transfer a liability in the Company’s
principal or most advantageous market in an orderly transaction between market participants on the measurement date. The fair value hierarchy established in ASC 820 generally requires an entity to maximize the use of observable inputs and
minimize the use of unobservable inputs when measuring fair value. Observable inputs reflect the assumptions that market participants would use in pricing the asset or liability and are developed based on market data obtained from sources
independent of the reporting entity. Unobservable inputs reflect the entity’s own assumptions based on market data and the entity’s judgments about the assumptions that market participants would use in pricing the asset or liability and are to
be developed based on the best information available in the circumstances. The fair value of the Company’s financial assets and liabilities,
other than the investments held in the Trust Account and warrant liabilities, approximate the carrying amounts represented in the accompanying balance sheets, primarily due to their short-term nature. Level 1 — Assets and liabilities with unadjusted, quoted prices
listed on active market exchanges. Inputs to the fair value measurement are observable inputs, such as quoted prices in active markets for identical assets or liabilities. Level 2 — Inputs to the fair value measurement are determined
using prices for recently traded assets and liabilities with similar underlying terms, as well as direct or indirect observable inputs, such as interest rates and yield curves that are observable at commonly quoted intervals. Level 3 — Inputs to the fair value measurement are unobservable
inputs, such as estimates, assumptions, and valuation techniques when little or no market data exists for the assets or liabilities. See Note 10 for additional information on assets and liabilities
measured at fair value. Recent Accounting Pronouncements The Company’s management does not believe that any recently
issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the accompanying unaudited condensed financial statements. | NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying financial statements of the Company are presented
in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. Emerging Growth Company The Company is an “emerging growth company,” as defined in
Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public
companies that are not emerging growth companies. The JOBS Act provides that an emerging growth company can elect to
opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period
which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt
the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended
transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of financial statements in conformity with GAAP
requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts
of expenses during the reporting period. Making estimates requires management to exercise significant
judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could
change in the near term due to one or more future confirming events. Accordingly, the actual results could differ from those estimates. The initial valuation of the Public Warrants (as defined in Note 3), Private Placement Warrants, and Class A
common stock subject to redemption required management to exercise significant judgement in its estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original
maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2022 and December 31, 2021. Investments Held in Trust Account The assets held in the Trust Account were held in U.S. government
treasury obligations with maturities of 185 days or less, which were invested in U.S. Treasury securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from
the change in fair value of these securities is included in realized and unrealized gains (losses) on investments held in Trust Account in the accompanying statements of operations. As of December 31, 2022, there were no assets held in the
Trust Account. All the proceeds of the assets in the Trust Account were transferred to the Trustee to payout redeeming stockholders. Restricted Cash Held with Trustee In connection with the Extension Amendment, the Company
transferred cash in the amount of $185,001,686 to the Trustee. The Company does not have access to these funds. The assets held with
the Trustee were solely used in the payout of redeeming stockholders. Following the stockholder redemptions of $161,957,835 and the
transfer of $575,086 to the operating bank account for payment of taxes, $22,468,765 remained in the account as of December 31, 2022. From the remaining restricted cash held with Trustee, $9,136,168 was payable to remaining redeeming stockholders. Common Stock Subject to Possible Redemption The Company accounts for its common stock subject to possible
redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity (“ASC 480”). Common stock subject to mandatory redemption are classified as a liability instrument and are
measured at fair value. Conditionally redeemable common stock (including common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely
within the Company’s control) are classified as temporary equity. At all other times, common stock is classified as stockholders’ equity (deficit). The Company’s Class A common stock includes certain redemption rights that are outside of the
Company’s control and subject to the occurrence of uncertain future events and therefore is classified as temporary equity. As of December 31, 2022 and December 31, 2021, 1,304,259 and 18,041,500 shares, respectively, of Class A common stock
subject to possible redemption are presented at redemption value as temporary equity, outside of the stockholders’ deficit section of the Company’s balance sheets. The Company recognizes changes in redemption value immediately as
they occur and adjusts the carrying value of redeemable Class A common stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable Class A common stock are recorded
against additional paid-in capital and accumulated deficit. The Company recorded an initial accretion of carrying value to redemption valuation of $25,012,764 upon consummation of the Initial Public Offering. For the period from March 1, 2021 (inception) through
December 31, 2021, the Company recorded accretion of carrying value to redemption value of $29,687 due to the unrealized gain on
the investments held in the Trust Account. The Company subsequently recorded accretion of carrying value to redemption value of
$2,177,762 due to the $2,752,849 of realized gain on the investments held in the Trust Account for the year ended December 31,
2022, partially offset by $575,087 transferred to the operating bank account for taxes, as the holders of the Class A common stock subject to redemption have the right to redeem their shares for a pro rata portion of the
amount held in the Trust Account including any pro rata gains earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations. As of December 31, 2022 and December 31, 2021, the Class A common
stock subject to possible redemption reflected in the financial statements is reconciled in the following table:
Gross proceeds
$180,415,000
Less:
Proceeds allocated to Public Warrants
(8,569,713)
Issuance costs allocated to Class A common stock
(14,638,901)
Plus:
Initial accretion of carrying value to redemption value
25,012,764
Subsequent accretion of carrying value to redemption value as of December 31,
2021
29,687
Class A common stock subject to possible redemption as of
December 31, 2021
182,248,837
Subsequent accretion of carrying value to redemption value as of December 31,
2022
2,177,762
Stockholder redemption of 16,737,241 shares at redemption value
(171,094,002)
Class A common stock subject to possible redemption as of
December 31, 2022
$ 13,332,597 As of December 31, 2022, $9,136,168 of the above redemptions were payable. Warrant Liabilities The Company accounts for warrants as either equity-classified or
liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in ASC 480 and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are
freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are
indexed to the Company’s own common stock, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly
period end date while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for
equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are
required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations.
See Note 10 for details regarding the valuation of the Public Warrants (as defined in Note 3) and the Private Placement Warrants. Offering Costs Associated with the Initial Public Offering The Company complies with the requirements of ASC 340-10-S99-1 and
SEC Staff Accounting Bulletin Topic 5A, Expenses of Offering Income Taxes The Company accounts for income taxes under ASC 740, Income Taxes ASC 740 prescribes a recognition threshold and a measurement
attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination
by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of
December 31, 2022 and
December 31, 2021. The Company is currently not aware of any issues under review that
could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. Concentration of Credit Risk Financial instruments that potentially subject the Company to
concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage. The Company has not experienced losses on this account and management believes the
Company is not exposed to significant risks on such account. On March 10, 2023, Silicon Valley Bank (“SVB”) was closed by the
California Department of Financial Protection and Innovation, which appointed the Federal Deposit Insurance Corporation (“FDIC”) as receiver. On March 10, 2023, the Company announced that it held all of its operating cash deposits with SVB in
the amount of $1,343,809. None of the Company’s Trust Account deposits are held at SVB. Following the joint announcement issued by
the Department of the Treasury, Federal Reserve, and FDIC on March 12, 2023, whereby the FDIC will complete its resolution of the receivership of SVB in a manner that fully protects all depositors, we have access to all of our operating funds.
We continue to actively monitor the evolving situation with SVB and will take appropriate actions as needed. Net Income (Loss) Per Common Share Net income (loss) per common share is computed by dividing net
income (loss) by the weighted-average number of shares of common stock outstanding during the period. The Company has not considered the effect of the warrants sold in the Initial Public Offering and private placement to purchase an aggregate
of 17,033,200 shares in the calculation of diluted income (loss) per share, since the exercise of the warrants is contingent upon
the occurrence of future events. In order to determine the net income (loss) attributable to both the public Class A common stock and Class B common stock, the Company first considered the total income (loss) allocable to both sets of shares.
This is calculated using the total net income (loss) less any dividends paid. For purposes of calculating net income (loss) per share, any remeasurement of the accretion to redemption value of the Class A common stock subject to possible
redemption was considered to be dividends paid to the public stockholders. Subsequent to calculating the total income (loss) allocable to both sets of shares, the Company split the amount to be allocated using a ratio of 80% for the Class A common stock and 20%
for the for the year ended December 31, 2022 and a ratio of 67% for the Class A common stock and 33% for the Class B common stock for the period from March 1, 2021 (inception) through December 31, 2021, reflective of the respective participation
rights. The following tables reflect the calculation of basic and diluted
net income (loss) per common share (in dollars, except per share amounts):
For the year ended December 31, 2022
For the Period from March 1, 2021 (inception) Through December 31, 2021
Net income
$ 7,712,607
$ 7,116,141
Less: Accretion of Class A common stock to redemption amount
(2,177,762)
(25,042,451)
Net income (loss) including accretion of temporary equity
to redemption value
$ 5,534,845
$(17,926,310)
For the year ended December 31, 2022
For the Period from March 1, 2021 (inception) Through December 31, 2021
Class A
Class B
Class A
Class B
Basic and diluted net income per share:
Numerator:
Net income (loss) including accretion of temporary equity
to redemption value
$ 4,402,550
$1,132,295
$(12,079,673)
$(5,846,637)
Accretion of Class A common stock to redemption amount
2,177,762
—
25,042,451
—
Net income (loss)
$ 6,580,312
$1,132,295
$ 12,962,778
$(5,846,637)
Denominator:
Weighted Average Common Shares
17,537,090
4,510,375
9,072,195
4,391,000
Basic and diluted net income (loss) per common share
$ 0.38
$ 0.25
$ 1.43
$ (1.33) As of December 31, 2022
and December 31, 2021, no Founder Shares remain subject to forfeiture, as such the Company did not have any dilutive securities
and other contracts that could, potentially, be exercised or converted into common stock and share in earnings. As a result, diluted income (loss) per share is the same as basic income (loss) per share for the periods presented.
Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which
qualify as financial instruments under ASC 820, Fair Value Measurement The Company applies ASC 820, which establishes a framework for
measuring fair value and clarifies the definition of fair value within that framework. ASC 820 defines fair value as an exit price, which is the price that would be received for an asset or paid to transfer a liability in the Company’s
principal or most advantageous market in an orderly transaction between market participants on the measurement date. The fair value hierarchy established in ASC 820 generally requires an entity to maximize the use of observable inputs and
minimize the use of unobservable inputs when measuring fair value. Observable inputs reflect the assumptions that market participants would use in pricing the asset or liability and are developed based on market data obtained from sources
independent of the reporting entity. Unobservable inputs reflect the entity’s own assumptions based on market data and the entity’s judgments about the assumptions that market participants would use in pricing the asset or liability and are to
be developed based on the best information available in the circumstances. The fair value of the Company’s financial assets and liabilities,
other than the investments held in the Trust Account and warrant liabilities, approximate the carrying amounts represented in the accompanying balance sheets, primarily due to their short-term nature. Level 1 — Assets and liabilities with unadjusted, quoted prices listed on active
market exchanges. Inputs to the fair value measurement are observable inputs, such as quoted prices in active markets for identical assets or liabilities. Level 2 — Inputs to the fair value measurement are determined using prices for
recently traded assets and liabilities with similar underlying terms, as well as direct or indirect observable inputs, such as interest rates and yield curves that are observable at commonly quoted intervals. Level 3 — Inputs to the fair value measurement are unobservable inputs, such as
estimates, assumptions, and valuation techniques when little or no market data exists for the assets or liabilities. See Note 10 for additional information on assets and liabilities
measured at fair value. Recent Accounting Pronouncements The Company’s management does not believe that any recently
issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the accompanying financial statements. |
