| SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis
of Presentation The
accompanying 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 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 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 condensed financial statements should be read in conjunction with the Company’s
Form 10-K as filed with the SEC on March 31, 2023. The interim results for the three months ended March 31, 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 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 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 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 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. 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 has $ 398,449 Schedule
Of Cash And Cash Equivalents
March 31, 2023 December 31, 2022
Cash $ 285,925 $ 1,343,809
Cash Equivalents 398,449 —
Restricted Cash — 22,468,765
Total Cash $ 684,374 $ 23,812,574 Investments in Trading Securities The
Company invests auxiliary funds from the operating bank account into the trading securities held in a brokerage account. Investments
consist of U.S government treasury obligations with fair value of $ 403,312 0 Investments
Held in Trust Account As
of March 31, 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 condensed statements of operations. Restricted
Cash Held with Trustee In
connection with the Extension Amendment, the Company transferred cash in the amount of $ 185,001,686 0 22,468,765 9,136,168 13,332,597 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 March 31, 2023 and December 31, 2022, 1,304,259 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.
The Company subsequently recorded accretion of carrying value to redemption value of
$141,323 due to unrealized gains on the investments held in the Trust Account for the three months ended March 31,2023, 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 interest earned on the funds held in the Trust Account and not previously
released to the Company to pay its tax obligations. As
of March 31, 2023 and December 31, 2022, the Class A common stock subject to possible redemption reflected in the 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 10.10 (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 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 15,401,418 3,608,300 6,314,525 764,193 4,714,400 4,150 14,638,901 762,517 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 no 0.0 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 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 22 78 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 For the three months
Net income $ 9,167 $ 1,671,654
Accretion of Class A common stock to redemption amount (141,323 ) (71,491 )
Net income (loss) including accretion of temporary
equity to redemption value $ (132,156 ) $ 1,600,163
For the three months ended March 31, 2023 For the three months
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 $ (29,643 ) $ (102,512 ) $ 1,280,131 $ 320,032
Accretion of Class A common stock to redemption amount 141,323 — 71,491 —
Net income (loss) $ 111,680 $ (102,512 ) $ 1,351,622 $ 320,032
Denominator:
Weighted Average Common Shares 1,304,259 4,510,375 18,041,500 4,510,375
Basic and diluted net income (loss) per common share $ 0.09 $ (0.02 ) $ 0.07 $ 0.07 As
of March 31, 2023 and March 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 condensed financial statements. |
