Cover Page
Cover Page - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Mar. 31, 2023 | Jun. 30, 2022 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Period End Date | Dec. 31, 2022 | ||
Document Fiscal Year Focus | 2022 | ||
Document Fiscal Period Focus | FY | ||
Entity Registrant Name | FINTECH ECOSYSTEM DEVELOPMENT CORP. | ||
Entity Central Index Key | 0001852407 | ||
Entity File Number | 001-40914 | ||
Entity Tax Identification Number | 86-2438985 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Shell Company | true | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Entity Ex Transition Period | false | ||
Entity Address, Address Line One | 100 Springhouse Drive | ||
Entity Address, Address Line Two | Suite 204 | ||
Entity Address, City or Town | Collegeville | ||
Entity Address, State or Province | PA | ||
Entity Address, Postal Zip Code | 19426 | ||
City Area Code | 610 | ||
Local Phone Number | 226-8101 | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Public Float | $ 79,187,378 | ||
Auditor Name | Marcum LLP | ||
Auditor Firm ID | 688 | ||
Auditor Location | Boston, MA | ||
Capital Units [Member] | |||
Document Information [Line Items] | |||
Title of 12(b) Security | Units, each consisting of one share of Class A common stock, one right and one-half of one redeemable warrant | ||
Trading Symbol | FEXDU | ||
Security Exchange Name | NASDAQ | ||
Common Class A [Member] | |||
Document Information [Line Items] | |||
Title of 12(b) Security | Class A common stock, par value $0.0001 per share | ||
Trading Symbol | FEXD | ||
Security Exchange Name | NASDAQ | ||
Entity Common Stock, Shares Outstanding | 11,557,500 | ||
Common Class B [Member] | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 2,875,000 | ||
Warrant [Member] | |||
Document Information [Line Items] | |||
Title of 12(b) Security | Rights included as part of the units | ||
Trading Symbol | FEXDR | ||
Security Exchange Name | NASDAQ | ||
One share Of Class A Common Stock [Member] | |||
Document Information [Line Items] | |||
Title of 12(b) Security | Redeemable warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50 per share | ||
Trading Symbol | FEXDW | ||
Security Exchange Name | NASDAQ |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Current assets | ||
Cash | $ 10,335 | $ 612,750 |
Prepaid expenses | 38,951 | 86,557 |
Total current assets | 49,286 | 699,307 |
Long-term prepaid expenses | 0 | 38,633 |
Investments held in trust account | 118,985,048 | 116,152,113 |
Total assets | 119,034,334 | 116,890,053 |
Current liabilities | ||
Accounts payable and accrued liabilities | 990,605 | 179,371 |
Income tax payable | 290,342 | 0 |
Promissory notes from related parties | 527,502 | 0 |
Total current liabilities | 1,808,449 | 179,371 |
Derivative forward purchase liability | 285,567 | 1,726,908 |
Derivative warrant liabilities | 756,018 | 3,706,098 |
Deferred underwriter fee payable | 3,737,500 | 3,737,500 |
Total liabilities | 6,587,534 | 9,349,877 |
COMMITMENTS AND CONTINGENCIES (NOTE 6) | ||
Class A common stock subject to possible redemption; 11,500,000 shares at redemption value | 118,392,240 | 116,150,000 |
Stockholders' deficit: | ||
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | 0 | 0 |
Additional paid-in capital | 0 | 0 |
Accumulated deficit | (5,945,734) | (8,610,118) |
Total stockholders' deficit | (5,945,440) | (8,609,824) |
Total liabilities, common shares subject to possible redemption and stockholders' deficit | 119,034,334 | 116,890,053 |
Common Class A [Member] | ||
Stockholders' deficit: | ||
Common Stock | 6 | 6 |
Common Class B [Member] | ||
Stockholders' deficit: | ||
Common Stock | $ 288 | $ 288 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Dec. 31, 2022 | Dec. 31, 2021 |
Preferred Stock, Par or Stated Value Per Share | $ 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, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 |
Common Stock, Shares Authorized | 200,000,000 | 200,000,000 |
Common Stock, Shares, Issued | 57,500 | 57,500 |
Common Stock, Shares, Outstanding | 57,500 | 57,500 |
Temporary equity shares authorized | 11,500,000 | 11,500,000 |
Common Class B [Member] | ||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 |
Common Stock, Shares Authorized | 20,000,000 | 20,000,000 |
Common Stock, Shares, Issued | 2,875,000 | 2,875,000 |
Common Stock, Shares, Outstanding | 2,875,000 | 2,875,000 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 10 Months Ended | 12 Months Ended |
Dec. 31, 2021 | Dec. 31, 2022 | |
Operating Expenses: | ||
Formation and Operating Costs | $ 243,849 | $ 2,027,390 |
Total operating expenses | 243,849 | 2,027,390 |
Other Income (Expenses): | ||
Offering costs associated with derivative warrant liabilities | (102,600) | 0 |
Change in fair value of derivative warrant liabilities | (1,312,034) | 3,030,580 |
Change in fair value of derivative forward purchase liability | (226,233) | 1,441,341 |
Income from investments held in Trust Account | 2,113 | 1,682,935 |
Total other income (expenses), net | (1,638,754) | 6,154,856 |
Income (loss) before income taxes | (1,882,603) | 4,127,466 |
Income taxes | 0 | 290,342 |
Net income (loss) | (1,882,603) | 3,837,124 |
Common Class A [Member] | ||
Other Income (Expenses): | ||
Net income (loss) | $ (916,293) | $ 3,072,757 |
Basic, net income (loss) per share | $ (0.34) | $ 0.27 |
Diluted, net income (loss) per share | $ (0.34) | $ 0.27 |
Weighted average number of ordinary shares-basic | 2,726,188 | 11,557,500 |
Weighted average number of ordinary shares-diluted | 2,726,188 | 11,557,500 |
Common Class B [Member] | ||
Other Income (Expenses): | ||
Net income (loss) | $ (966,310) | $ 764,367 |
Basic, net income (loss) per share | $ (0.34) | $ 0.27 |
Diluted, net income (loss) per share | $ (0.34) | $ 0.27 |
Weighted average number of ordinary shares-basic | 2,875,000 | 2,875,000 |
Weighted average number of ordinary shares-diluted | 2,875,000 | 2,875,000 |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT - USD ($) | Total | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] | Common Class A [Member] | Common Class A [Member] Common Stock [Member] | Common Class A [Member] Additional Paid-in Capital [Member] | Common Class A [Member] Accumulated Deficit [Member] | Common Class B [Member] | Common Class B [Member] Common Stock [Member] | Common Class B [Member] Additional Paid-in Capital [Member] |
Beginning balance at Mar. 04, 2021 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | |||||
Beginning balance, Shares at Mar. 04, 2021 | 0 | 0 | ||||||||
Share issuance | $ 351,038 | $ 6 | $ 351,032 | $ 25,000 | $ 288 | $ 24,712 | ||||
Share issuance, Shares | 57,500 | 2,875,000 | ||||||||
Net income (loss) | (1,882,603) | (1,882,603) | (916,293) | (966,310) | ||||||
Sale of Private Placement Warrants | 2,886,185 | 2,886,185 | ||||||||
Accretion\Remeasurement of Class A common stock subject to possible redemption amount | (9,989,444) | (3,261,929) | $ (6,727,515) | |||||||
Remeasurement of Class A common stock subject to possible redemption | 0 | |||||||||
Ending balance at Dec. 31, 2021 | (8,609,824) | 0 | (8,610,118) | $ 6 | $ 288 | |||||
Ending balance, Shares at Dec. 31, 2021 | 57,500 | 2,875,000 | ||||||||
Net income (loss) | 3,837,124 | 3,837,124 | $ 3,072,757 | $ 764,367 | ||||||
Sale of Private Placement Warrants | 1,069,500 | 1,069,500 | ||||||||
Remeasurement of Class A common stock subject to possible redemption | (2,242,240) | (1,069,500) | (1,172,740) | |||||||
Ending balance at Dec. 31, 2022 | $ (5,945,440) | $ 0 | $ (5,945,734) | $ 6 | $ 288 | |||||
Ending balance, Shares at Dec. 31, 2022 | 57,500 | 2,875,000 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOW - USD ($) | 10 Months Ended | 12 Months Ended |
Dec. 31, 2021 | Dec. 31, 2022 | |
Cash flows from operating activities: | ||
Net income (loss) | $ (1,882,603) | $ 3,837,124 |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||
Offering costs associated with derivative warrant liabilities | 102,600 | 0 |
Change in fair value of derivative forward purchase liability | 226,233 | (1,441,341) |
Change in fair value of warrant liabilities | 1,312,034 | (3,030,580) |
Related party promissory note accrued interest | 0 | 7,545 |
Income from investments held in trust account | (2,113) | (1,682,935) |
Changes in operating assets and liabilities: | ||
Prepaid expenses | (125,190) | 86,239 |
Accounts payable and accrued liabilities | 179,371 | 811,234 |
Income tax payable | 0 | 290,342 |
Net cash used in operating activities | (189,669) | (1,122,372) |
Cash flows from investing activities: | ||
Cash deposited in Trust Account | (116,150,000) | (1,150,000) |
Net cash used in investing activities | (116,150,000) | (1,150,000) |
Cash flows from financing activities: | ||
Proceeds from issuance of common shares to Sponsor | 25,000 | 0 |
Proceeds from issuance of warrants to Sponsor | 0 | 1,150,000 |
Proceeds from promissory notes from related parties | 35,000 | 520,000 |
Repayment of promissory notes | (141,768) | (43) |
Proceeds from the Initial Public Offering, gross | 115,000,000 | 0 |
Proceeds from private placement | 3,900,250 | 0 |
Payment of underwriter commission fee | (1,437,500) | 0 |
Payment of offering costs | (428,563) | 0 |
Net cash provided by financing activities | 116,952,419 | 1,669,957 |
Net (decrease) increase in cash | 612,750 | (602,415) |
Cash, beginning of period | 0 | 612,750 |
Cash, end of period | 612,750 | 10,335 |
Supplemental Disclosures of Noncash Financing Activities | ||
Offering costs paid by related party under promissory note | 106,768 | 0 |
Deferred underwriter commission for the Initial Public Offering | 3,737,500 | 0 |
Issuance of Class A shares in connection with Initial Public Offering | 351,038 | 0 |
Remeasurement of Class A shares subject to redemption | $ 0 | $ 2,242,240 |
DESCRIPTION OF ORGANIZATION AND
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS AND GOING CONCERN | 12 Months Ended |
Dec. 31, 2022 | |
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS [Abstract] | |
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS AND GOING CONCERN | NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS AND GOING CONCERN Fintech Ecosystem Development Corp. (the “Company” or “FEXD”) is a blank check company incorporated in the State of Delaware on On December 31, 2022, the Company had not yet commenced any operations. All activity through December 31, 2022, relates to the Company’s formation, general operating expenses, the search for a target business with which to consummate an initial business combination and the Initial Public Offering (the “Initial Public Offering” or “IPO”) as described below. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income fiscal year-end. The Company’s sponsor is Revofast LLC, a Wyoming limited liability company (the “Sponsor”). The registration statement for the Company’s Initial Public Offering was declared effective on October 18, 2021, and on October 21, 2021. On October 21, 2021, the Company consummated its Initial Public Offering of 11,500,000 units (the “Units” and, with respect to the Class A common stock included in the Units being offered, the “Public Shares”), at $10.00 per Unit, generating gross proceeds of $115,000,000, and incurring offering costs of $6,061,368, of which $3,737,500 was for deferred underwriting commissions (see Note 6). In addition, the Company granted the underwriter a 45-day Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement of an aggregate of 3,900,250 warrants (the “Private Placement Warrants”) to the Sponsor, for $1.00 per Private Placement Warrant, generating total gross proceeds of $3,900,250 (the “Private Place”) (see Note 4). Following the closing of the Initial Public Offering on October 21, 2021, an amount of $116,150,000 ($10.10 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and sale of the Private Placement Warrants was placed in a trust account (the “Trust Account”), located in the United States and held as cash items or invested only in U.S. government securities within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less, or in any open-ended investment company that holds itself out as a money market fund meeting the conditions of paragraph (d) of Rule 2a-7 of The Company will provide its public stockholders with the opportunity to redeem all or a portion of their Class A Common 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 public 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 upon such consummation of a Business Combination and, if the Company seeks stockholder approval, a majority of the outstanding shares voted are voted in favor of the Business Combination. If the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Company’s Amended and Restated Certificate of Incorporation provides that a stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from seeking redemption rights with respect to 15% or more of the Class A Common Shares without the Company’s prior written consent. The public stockholders will be entitled to redeem their Class A Common Shares for a pro rata portion of the amount then in the Trust Account (initially $10.10 per share, plus 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). The per-share ASC 480-10-S99, redemption 470-20. ASC 480-10-S99. If additional paid-in capital). If a stockholder vote is not required and the Company does not decide to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation, offer such redemption pursuant to the tender offer rules of the Securities and Exchange Commission (“SEC”), and file tender offer documents containing substantially the same information as would be included in a proxy statement with the SEC prior to completing a Business Combination. The Sponsor has agreed (a) to vote its Class B Common Stock, the Class A Common Shares underlying the Private Placement Warrants and any Class A Common Shares purchased during or after the Proposed Offering in favor of a Business Combination, (b) not to propose an amendment to the Company’s Amended and Restated Certificate of Incorporation with respect to the Company’s pre-Business Combination connection with a stockholder vote to approve a Business Combination (or to sell any shares in a tender offer in connection with a Business Combination if the Company does not seek stockholder approval in connection therewith) or a vote to amend the provisions of the Amended and Restated Certificate of Incorporation relating to stockholders’ rights of pre-Business Combination The Company will have until 12 months, being October 21, 2022, (or 15 or 18 months, depending on whether we elect to extend the initial 12-month term for up to two additional three-month terms) from the effective date of the registration statement to consummate a Business Combination (the “Combination Period”) . % of the outstanding Class A Common Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned (net of taxes payable and less interest to pay dissolution expenses up to $ The Sponsor has agreed that it will be liable to the Company, if and to the extent any claims by a vendor for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amounts in the Trust Account to below $10.10 per share (whether or not the underwriters’ over-allotment option is exercised in full), except as to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under the Company’s indemnity of the underwriters of the Proposed Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). In the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except for the Company’s independent registered accounting firm), prospective target businesses, or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Business Combinations On September 11, 2022, the Company entered into two business combination agreements. Refer to Note 6. On October 21, 2022, the Company’s board of directors approved to extend the time by which the Company has to consummate a business combination from October 21, 2022 until January 21, 2023. On January 20, 2023, the Company’s board of directors further approved to extend the time by which the Company has to consummate a business combination from January 21, 2023 to April 21, 2023 (Note 11). On April 10, 2023, the Company sent a letter to Rana Financial, Inc. and David Kretzmer a letter notifying Rana Financial, Inc. of its failure to deliver audited financial statements pursuant to the business combination agreement dated September 9, 2022. The Company notified Rana of its intent to propose the termination of the agreement and abandonment of the contemplated business combination within if the audited financial statements are not received by April 21, 2023. Refer to Note 11. Liquidity and Capital Resources As of December 31, 2022, the Company had $10,335 in its operating bank account, $118,985,048 investments held in its trust account, and working capital deficit of approximately $1,759,163. The Company’s liquidity needs prior to the consummation of the Initial Public Offering were satisfied through the payment of $25,000 from the Sponsor to cover for certain offering costs on the Company’s behalf in exchange for issuance of Founder Shares (as defined in Note 5), and a loan from the Sponsor of approximately $141,768 under the Note (as defined in Note 5). The $141,768 loan was fully repaid as of December 31, 2021. Subsequent to the consummation of the Initial Public Offering, the Company’s liquidity has been satisfied through the net proceeds from the consummation of the Initial Public Offering and the Private Placement held outside of the Trust Account. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, provide the Company Working Capital Loans (as defined in Note 5). As of December 31, 2022, there were no amounts outstanding under any Working Capital Loan. On August 2, 2022, the Company borrowed $200,000 through a promissory note with HRT North America Ltd. LLC to support its liquidity needs. The Company borrowed an additional $300,000 through a promissory note with the Sponsor on October 19, 2022 (refer to Note 5). On January 20, 2023, the Company consummated the private placement of 1,150,000 warrants at a price of $1.00 per warrant generating total proceeds of $1,150,000 (refer to Note 11). On January 20, 2023, the Company entered into a $200,000 promissory note with its Sponsor (refer to Note 11). Based on the foregoing, management does not believe that the Company will have sufficient working capital to meet its needs through the earlier of the consummation of a Business Combination or one year from this filing. Over this time period, the Company will be using the funds held outside of the Trust Account for paying existing accounts payable and accrued liabilities, identifying and evaluating prospective initial Business Combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Business Combination. The Company believes it may need to raise additional funds in order to meet the expenditures required for operating the business. Furthermore, if the Company’s estimate of the costs of identifying a target business, undertaking in-depth con solidate d In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standards Board’s Accounting Standards Codification Topic 205-40, Statements – Going Concern,” the Company has until April 21, 2023, to consummate an initial business combination. It is uncertain that the Company will be able to consummate an initial business combination by this time. If an initial business combination is not consummated by this date, there will be a mandatory liquidation and subsequent dissolution of the Company. Management has determined that the liquidity condition and the mandatory liquidation, should an initial business combination not occur, and potential subsequent dissolution raises substantial doubt about the Company’s ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after April 21, 2023. Risks and Uncertainties Management is currently evaluating the impact of the COVID-19 pandemic In February 2022, the Russian Federation and Belarus commenced a military action with the country of Ukraine. As a result of this action, various nations, including the United States of America, have instituted economic sanctions against the Russian Federation and Belarus. Further, the impact of this action and related sanctions on the world economy are not determinable as of the date of these consolidated financial statements and the specific impact on the Company’s financial condition, results of operations, and cash flows is also not determinable as of the date of these financial statements. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2022 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of presentation The accompanying consolidated financial statements 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. Principle of consolidation The consolidated financial statements include the financial statements of the Company and its wholly-owned subsidiary, Fama Financial Services, Inc. (“Fama”), which was incorporated on August 23, 2022 in the State of Georgia. There were no material business activities in Fama for the period from its incorporation date to December 31, 2022. All transactions and balances among the Company and its subsidiaries have been eliminated upon consolidation. Emerging growth company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (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 apply to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley 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 opt-out of to non-emerging growth companies, but any such election to opt-out is irrevocable. The Company has elected not to opt-out of such an 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 a comparison of the Company’s consolidated financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or Use of estimates The preparation of consolidated financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclose contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation, or set of circumstances that existed at the date of the consolidated 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 short-term investments with an original maturity of three months or less when purchased to be cash equivalents. As a result, the Company had cash of $10,335 and no cash equivalents on December 31, 2022. The Company had cash of $612,750 and no cash equivalents on December 31, 2021. Investment Held in Trust Account As of December 31, 2022 and 2021, the Company had $118,985,048 and $116,152,113 investments held in the Trust Account, respectively. The investments held in the Trust Account were held in marketable treasury funds. All of the Company’s investments held in the Trust Account are classified as trading 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 investments held in Trust Account are included in interest income in the accompanying statements of operations. The estimated fair value of investments held in Trust Account are determined using available market information. 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. In addition, 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 recognizes accrued interest and penalties related to unrecognized tax benefits as an income tax expense. There were unrecognized tax benefits and amounts accrued for interest and penalties as of December , and . The Company is currently not aware of any issues under review resulting in significant payments, accruals, or material deviation from its position. The Company may be subject to potential examination by federal, state, and city taxing authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions, and compliance with federal, state, and city tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. The Company has been subject to income tax examinations by major taxing authorities since its inception. O The exercise tax imposes a 1% tax on covered corporations on the fair market value of any stock of the corporation which is repurchased by such corporation for taxable years beginning after December 31, 2022. The exercise tax is applicable to certain SPAC redemptions, including in connection with a SPAC’s business combination. The amount of a redemption subject to the exercise tax is reduced by the fair market value of any stock issued by the SPAC during the taxable year of the redemption. The Company has not completed its initial business combination and there were no share redemptions during the year ended December 31, 2022. The exercise tax will only be applicable to the Company for its taxable years post December 31, 2022. The Company is still in the process of assessing the effects of the exercise tax to its consolidated financial statements. Net income (loss) per common share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares, which are referred to as Class A Common Stock and Class B Common Stock. Income and losses are shared pro rata between the two classes of shares. Net income (loss) per common share is calculated by dividing the net income (loss) by the weighted average shares of common stock outstanding for the respective period. The calculation of diluted net income (loss) per share of common stock does not consider the effect of the warrants issued in connection with the Initial Public Offering and the Private Placement to purchase an aggregate of 9,650,250 shares of Class A Common Stock in the calculation of diluted income (loss) per share, because their exercise is contingent upon future events and their inclusion would be anti-dilutive under the treasury stock method. As a result, diluted net income (loss) per share is the same as basic net income (loss) per share for the period from inception to December 31, 2022. Accretion associated with the redeemable Class A Common Stock is excluded from earnings per share as the redemption value approximates fair value. The following table reflects presents a reconciliation of the numerator and denominator used to compute basic and diluted net income (loss) per share for each class of common stock for the year ended December 31, 2022 and for the period from March 5, 2021 (inception) to December 31, 2021: Year ended December 31, 2022 Description Class A Class B Basic and diluted net income per common stock: Numerator: Allocation of net income $ 3,072,757 $ 764,367 Denominator: Basic and diluted weighted average common stock outstanding 11,557,500 2,875,000 Basic and diluted net income per common stock $ 0.27 $ 0.27 Period from March 5, 2021 (inception) to December 31, 2021 Description Class A Class B Basic and diluted net income per common stock: Numerator: Allocation of net loss $ (916,293 ) $ (966,310 ) Denominator: Basic and diluted weighted average common stock outstanding 2,726,188 2,875,000 Basic and diluted net loss per common stock $ (0.34 ) $ (0.34 ) 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 December 31, 2022 and 2021, 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 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheets, primarily due to their short-term nature. Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: • Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. Derivative financial instruments The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815-15. The classification of should be recorded as liabilities or as equity, is re-assessed at the end 825-10 The 5,750,000 warrants issued in connection with the Initial Public Offering (the “Public Warrants”) and the 3,900,250 Private Placement Warrants are recognized as derivative liabilities in accordance with ASC 815-40. Accordingly, to re-measurement at as non-current liabilities as their Offering Costs Associated with the Initial Public Offering The Company complies with the requirements of ASC 340-10-S99-1 and Expenses of offering. as non-operating expenses Class A Common Stock Subject to Possible Redemption All of the 11,500,000 shares of Class A common stock sold as part of the Units in the Public Offering contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, if there is a stockholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s amended and restated certificate of incorporation. In accordance with ASC 480, conditionally redeemable Class A common stock (including shares of Class A 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. Ordinary liquidation events, which involve the redemption and liquidation of all of the entity’s equity instruments, are excluded from the provisions of ASC 480. Accordingly, 11,500,000 shares of Class A common stock subject to possible redemption at the redemption amount were presented at redemption value as temporary equity, outside of the stockholders’ deficit section of the Company’s balance sheets. As of December 31, 2022 and 2021, the common shares reflected on the balance sheets are reconciled in the following table: Gross proceeds from IPO $ 115,000,000 Less: Proceeds allocated to Public Warrants (1,380,000 ) Class A common share issuance costs (6,309,800 ) Plus: Accretion of carrying value to redemption value 8,839,800 Class A common shares subject to redemption at December 31, 2021 $ 116,150,000 Plus: Remeasurement to common stock subject to possible redemption amount 2,242,240 Class A common shares subject to redemption at December 31, 2022 $ 118,392,240 Issued and adopted accounting standards In August 2020, the FASB issued ASU 2020-06, Debt-Debt (Subtopic 470-20) and (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”), which ASU 2020-06 The Company adopted ASU 2020-06 on January 1, 2021. The adoption of ASU 2020-06 did not have a material impact on the Company’s consolidated financial statements. Outside of the above, management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s consolidated statements |
INITIAL PUBLIC OFFERING
INITIAL PUBLIC OFFERING | 12 Months Ended |
Dec. 31, 2022 | |
INITIAL PUBLIC OFFERING [Abstract] | |
INITIAL PUBLIC OFFERING | NOTE 3. INITIAL PUBLIC OFFERING On October 21, 2021, the Company consummated its Initial Each Unit consists of one share of Class A Common Stock, one-half of receive one-ten The Company incurred offering costs related to the Initial Public Offering of $6,061,368, of which $1,437,500 was for underwriting fees, $3,737,500 was for deferred underwriting commissions, and $886,368 was for other offering costs. |
PRIVATE PLACEMENT
PRIVATE PLACEMENT | 12 Months Ended |
Dec. 31, 2022 | |
PRIVATE PLACEMENT [Abstract] | |
PRIVATE PLACEMENT | NOTE 4. PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Sponsor has purchased an aggregate of 3,900,250 Private Placement Warrants at a price of $1.00 per Private Placement Warrant ($3,900,250 in the agg Each Private Placement Warrant is exercisable to purchase one share of Class A Common Stock at a price of $11.50 per share. The proceeds from the sale of the Private Placement Warrants were added to the net proceeds from the Proposed Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Warrants will be used to fund the redemption of the Class A Common Shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless. On October 21, 2022, the Company consummated the private placement of 1,150,000 warrants at a price of $1.00 per warrant (the “October 2022 Private Placement Warrants”), generating total proceeds of $1,150,000. The October 2022 Private Placement Warrants were purchased by the Sponsor and are substantially similar to the private placement warrants issued to the Sponsor at the time of IPO in October 2021. The October 2022 Private Placement Warrants have been issued pursuant to and are governed by a Warrant Agreement that is substantially similar to the Warrant Agreement that the Company entered into at the time of the IPO. Similar to the private placement warrants issued at the time of the IPO, the October 2022 Private Placement Warrants will not be transferable, assignable or salable until 30 days after the Company’s initial business combination and, unlike such private placement warrants, are not redeemable by the Company at any time (including following transfer by the Sponsor or its permitted transferees). The proceeds received by the Company in connection with the issuance of the October 2022 Private Placement Warrants have been deposited in the trust account (the “Trust Account”) established at the time of the IPO. In accordance with the Company’s Amended and Restated Certificate of Incorporation, the deposit of such proceeds into the Trust Account on or prior to October 21, 2022 will extend by three months until January 21, 2023, which is the time the Company will have to consummate an initial business combination. On January 20, 2023, the Company consummated the private placement of 1,150,000 warrants at a price of $1.00 per warrant (the “January 2023 Private Placement Warrants”), generating total proceeds of $1,150,000. In accordance with the Company’s Amended and Restated Certificate of Incorporation, the deposit of such proceeds into the Trust Account |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Dec. 31, 2022 | |
RELATED PARTY TRANSACTIONS [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 5. RELATED PARTY TRANSACTIONS Class B Common Stock On March 8, 2021, the Company issued an aggregate of 2,875,000 shares of Class B common stock (“Founder Shares”) to the Sponsor for an aggregate purchase price of $25,000 in cash. In addition, such Founder Shares includes an aggregate of up to 375,000 shares subject to forfeiture by the Sponsor to the extent that the underwriters’ over-allotment is not exercised in full or in part, so that the Sponsor and initial stockholders will collectively own 20% of the Company’s issued and outstanding shares after the Proposed Offering (assuming our Sponsor and initial stockholders do not purchase any Class A Common Shares in the Proposed Offering and excluding the Private Placement Warrants and underlying securities). On March 27, 2021, the Sponsor sold 15,000 Founder Shares to the Chief Financial Officer, Jenny Junkeer, and 10,000 Founder Shares to each of the Company’s three independent directors, Michael Tomczyk, Robin Meister, and Lynn Perkins, in each case, at a price of $0.009 per share, the same price at which the Sponsor purchased such Founder Shares from the Company. Thus, after giving effect to the issuance of Founder Shares, our Sponsor and initial stockholders will collectively own approximately 20% of the outstanding common stock following the offering, assuming they do not purchase any units in this offering or the public market. Additionally, as consideration for financial advisory services rendered in connection with this offering, on March 11, 2021, ARC Capital received 50,000 shares of Class B Common Stock from our Sponsor at a price of $0.009 per share. The Founder Shares held by the independent directors and financial advisor are not subject to forfeiture in the event that the underwriters’ over-allotment is not exercised. The initial stockholders have agreed not to transfer, assign or sell any of the Class B common stock (except to certain permitted transferees) until, with respect to 50% of the Class B common stock, the earlier of (i) six months after the date of the consummation of a Business Combination, or (ii) the date on which the closing price of the Company’s common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day Promissory Notes On March 8, 2021, the Sponsor issued an unsecured promissory note to the Company (the “Sponsor Note”), pursuant to which the Company may borrow up to an aggregate principal amount of $400,000, of which $141,768 was borrowed by the Company during 2021. The Sponsor Note was non-interest bearing On June 16, 2022, an affiliate of the Sponsor issued an unsecured promissory note (“June 2022 Note”) to the Company, pursuant to which the Company borrowed principal amount of $20,000. The June 2022 Note is non-interest or On August 2, 2022, a company owned by a director of our potential business combination target, issued an unsecured promissory note (“August 2022 Note”), pursuant to which the Company borrowed principal amount of $200,000. The August 2022 Note has an interest rate of 9% per annum and matures on the earlier of: i) the consummation of the Company’s initial business combination; or The Company is currently renewing the August 2022 Note with the lender. As On October 19, 2022, the Sponsor issued an unsecured promissory note (“October 2022 Note”), pursuant to which the Company borrowed principal amount of $300,000. The October 2022 Note is non-interest Administrative services agreement The Company’s Sponsor has agreed, commencing from the date that the Company’s securities are first listed on NASDAQ through the earlier of the Company’s consummation of a Business Combination and its liquidation, to make available to the Company certain general and administrative services, including office space, utilities and administrative services, as the Company may require from time to time. The Company has agreed to pay the Sponsor $5,000 per month for these services. For the year ended December 31, 2022 and for the period from March 5, 2021 (inception) to December 31, 2021, the Company has paid $30,000 and $20,000 to the Sponsor for these administrative services, respectively. As of December 31, 2022 and 2021, the Company accrued $ Related party loans To finance transaction costs in connection with a Business Combination, the Company’s Sponsor or 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 requir there have been no amounts borrowed under Working Capital Loans. Forward Purchase Agreement In connection with the IPO, the Company entered into a forward purchase agreement with Caltech Trading Corp., providing for the purchase by Caltech Trading Corp. of an aggregate of 9,000,000 forward purchase units at a purchase price of $10.00 per unit. The purchase of the Forward Purchase Units will occur concurrently and only in connection with the closing of the Business Combination. The terms and provisions of the forward purchase warrants to be issued as part of the forward purchase units are identical to those of the Private Placement Warrants. Representative Shares In connection with the IPO, the Company issued the Representative 57,500 shares upon full exercise of the Over-allotment Option (the “Representative Shares”). The Representative has agreed not to transfer, assign or sell any such Representative Shares without prior consent of the Company until the completion of the initial Business Combination. In addition, the Representative has agreed (i) to waive its redemption rights (or right to participate in any tender offer) with respect to such shares in connection with the completion of the initial Business Combination and (ii) to waive its rights to liquidating distributions from the trust account with respect to such shares if the Company fails to complete the initial Business Combination within 12 months (or up to 18 months, if applicable) from the Closing of the Offering. The Representative will not sell, transfer, assign, pledge or hypothecate the Representative Shares, or cause the Representative Shares to be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the Representative Shares by any person, for a period of 180 days (pursuant to Rule 5110(e)(1) of the Conduct Rules of FINRA) following the Effective Date to anyone other than (i) the Representative or an underwriter or selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such underwriter or selected dealer. On and after the 181st day following the Effective Date, transfers to others may be made subject to compliance with or exemptions from applicable securities laws. Private Placement Warrants The Company consummated certain private placement warrants with its Sponsor. Refer to Note 4 for details. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2022 | |
COMMITMENTS AND CONTINGENCIES [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 6. COMMITMENTS AND CONTINGENCIES Registration rights The holders of shares Class B Common Stock, Private Placement Warrants (and underlying securities), and any securities issued in payment of working capital loans made to the Company will be entitled to registration rights pursuant to an agreement to be signed prior to or on the effective date of Proposed Public Offering. The majorit y of these securities holders are entitled to make up to two demands that the Company registers such securities. Notwithstanding anything to the contrary, the underwriters (and/or their designees) may only make a demand registration (i) on one occasion and (ii) during the five-year period beginning on the effective date of the Proposed Public Offering. The holders of the majority of the insider shares can elect to exercise these registration rights at any time commencing three months prior to the date on which these Common Stock are to be released from escrow. The holders of a majority of the Private Placement Warrants (and underlying securities) and securities issued in payment of working capital loans (or underlying securities) can elect to exercise these registration rights at any time after the Company consummates a Business Combination. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the consummation of a Business Combination. Notwithstanding anything to the contrary, the underwriters (and/or their designees) may participate in a “piggy-back” registration only during the seven year period beginning on the effective date of the Proposed Public Offering. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Notwithstanding anything to the contrary, under FINRA Rule 5110, the underwriters and/or their designees may only make a demand registration (i) on one occasion and (ii) during the five-year period beginning on the effective date of the registration statement relating to the Proposed Public Offering, and the underwriters and/ or their designees may participate in a “piggy-back” registration only during the seven-year period beginning on the effective date of the registration statement relating to the Proposed Public Offering. Underwriting agreement The Underwriter purchased the 1,500,000 of additional Units to cover over-allotments, less the underwriting discounts and commissions. The underwriters received a cash underwriting discount of one and one-quarter percent (1.25%) of one-quarter Right of First Refusal For a period beginning on the closing of this offering and ending on the earlier of the twelve (12) month anniversary of the closing of a Business Combination or the three year anniversary of the effective date of the registration statement, we have granted EF Hutton 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 the registration statement consummating our initial public offering Forward Purchase Agreement On July 16, 2021, the Company entered into a forward purchase agreement with an anchor investor. Refer to Note 7 below for details. Business Combination Agreements Rana Business Combination Agreement On September 11, 2022, the Company announced that it, with Fama Financial Services, Inc., a Georgia corporation and wholly-owned subsidiary of the Company (“Merger Sub”), Rana Financial Inc., a Georgia corporation (“Rana”) and David Kretzmer, as representative of the Shareholders (“Shareholder Representative”), had entered into a business combination agreement (the “Rana Business Combination Agreement”), dated September 9, 2022, pursuant to which, among other things, Merger Sub will be merged with and into Rana (the “Merger”), with Rana surviving the Merger as a wholly-owned subsidiary of the Company. The key terms of the Rana Business Combination Agreement are as follows: Structure of the Rana Business Combination (a) The transaction is structured as a reverse triangular merger. Pursuant to the Rana Business Combination Agreement, on the closing date, Merger Sub will be merged with and into Rana, with Rana surviving the Merger (together with the other transactions related thereto, the “Proposed Rana Transactions”) as a wholly-owned direct subsidiary of the Company (the “Surviving Company”). (b) At the effective time of the Merger (the “Effective Time”), the certificate of incorporation of Rana, as in effect immediately prior to the Effective Time, shall be the certificate of incorporation of the Surviving Company, until thereafter amended as provided by law and such certificate of incorporation. (b) At the Effective Time, the bylaws of Merger Sub, as in effect immediately prior to the Effective Time, shall be the bylaws of the Surviving Company until thereafter amended as provided by law, the certificate of incorporation of the Surviving Company and such bylaws, as applicable. (c) At the closing, the Company shall amend and restate, effective as of the Effective Time, its certificate of incorporation to be as set forth in the Rana Business Combination Agreement, pursuant to which the Company shall have a single class structure with shares of Class A common stock, par value $0.0001 per share, having voting rights of one vote per share (the “New Acquiror Class A Common Stock”). (d) The Company shall pay a combination of Rana Cash Consideration and Rana Equity Consideration for the Company Common Stock subject to adjustments for Working Capital and Debt, which adjustments shall be secured by an escrow amount equal to $5,711,662 (the “Rana Escrow Amount”). The Rana Cash Consideration means $7,800,000 and the Rana Equity Consideration means 7,020,000 shares of New Acquiror Class A Common Stock. Rana Representations, Warranties and Covenants The Rana Business Combination Agreement contains customary representations, warranties and covenants of Rana, FEXD and Merger Sub, relating to, among other things, their ability to enter into the Rana Business Combination Agreement and their outstanding capitalization. Rana has agreed to customary “no shop” obligations. Conditions to Rana Closing Mutual The obligations of Rana, FEXD and Merger Sub to consummate the Proposed Rana Transactions, including the Merger, are subject to the satisfaction or waiver (where permissible) at or prior to the Rana Closing, of the following conditions: (a) the Acquiror Proposals have been approved and adopted by the requisite affirmative vote of the stockholders of Acquiror in accordance with the Proxy Statement, the Delaware General Corporation Law, the organizational documents of FEXD and the rules and regulations of Nasdaq; (b) no Governmental Authority has enacted, issued, promulgated, enforced or entered any Law, rule, regulation, judgment, decree, executive order or award which is then in effect and has the effect of making the Proposed Rana Transactions illegal or otherwise prohibiting consummation of the Proposed Rana Transactions, including the Merger; and (c) the shares of New Acquiror Class A Common Stock to be issued in connection with the Proposed Rana Transactions shall have been approved for listing on Nasdaq, and immediately following the Rana Closing Acquiror shall satisfy any applicable listing requirements of Nasdaq and Acquiror shall not have received any notice of non-compliance therewith. FEXD and Merger Sub The obligations of FEXD and Merger Sub to consummate the Proposed Rana Transactions, including the Merger, are subject to the satisfaction or waiver (where permissible) at or prior to the Rana Closing, of the following additional conditions: (a) the representations and warranties of Rana contained in the sections titled (i) Organization and Qualification; Subsidiaries, (ii) Capitalization, (iii) Authority Relative to this Business Combination Agreement and (iv) Brokers, are each true and correct in all material respects as of the Closing Date as though made on the Closing Date (without giving effect to any limitation as to “materiality” or “Company Material Adverse Effect” or any similar limitation set forth therein), except to the extent that any such representation and warranty expressly speaks as of an earlier date, in which case such representation and warranty shall be true and correct in all material respects as of such earlier date. All other representations and warranties of Rana contained in the Rana Business Combination Agreement shall be true and correct (without giving any effect to any limitation as to “materiality” or “Company Material Adverse Effect” or any similar limitation set forth therein) in all respects as of the Closing Date, as though made on and as of the Closing Date, except (i) to the extent that any such representation and warranty expressly speaks as of an earlier date, in which case such representation and warranty shall be true and correct as of such earlier date and (ii) where the failure of such representations and warranties to be true and correct (whether as of the Closing Date or such earlier date), taken as a whole, does not result in a Company Material Adverse Effect; (b) Rana, the Shareholders and the Shareholder Representative, as applicable, have performed or complied in all material respects with all agreements and covenants required by the Rana Business Combination Agreement to be performed or complied with by each of them on or prior to the Effective Time; (c) the Shareholder Representative has delivered to Acquiror the Escrow Agreement, duly executed by the Shareholder Representative; (d) Rana has delivered to FEXD a customary officer’s certificate, dated the date of the Rana Closing, certifying as to the satisfaction of certain conditions; (d) no Company Material Adverse Effect has occurred between the date of the Rana Business Combination Agreement and the Closing Date; (e) on or prior to the Rana Closing, Rana delivered to Acquiror a properly executed certification, in form and substance reasonably acceptable to Acquiror, that the Company Common Stock, capital stock of Enova and capital stock of Fama, as applicable, are not “U.S. real property interests” in accordance with the Treasury Regulations under Sections 897 and 1445 of the Code, together with a notice to the IRS (which will be filed by Acquiror with the IRS following the Rana Closing) in accordance with the provisions of Section 1.897-2(h)(2) of (f) Rana has delivered to Acquiror the PCAOB Financials together with an unqualified report therein of the auditors of the Company and its subsidiaries, if applicable, and the PCAOB Financials for periods covered by the Unaudited Financials and Latest Balance Sheet (and the related unaudited consolidated statements of operations and comprehensive loss and cash flows of the Company and its subsidiaries for the six-month period (g) all conditions to consummation of the Afinoz Business Combination Agreement have been satisfied or waived by the applicable parties thereto; and (j) the Trust Fund contains funds sufficient to pay the Rana Cash Consideration and the Afinoz Cash Consideration (defined below), in full. Rana The obligations of Rana to consummate the Proposed Rana Transactions, including the Merger, are subject to the satisfaction or waiver (where permissible) at or prior to Rana Closing of the following additional conditions: (a) the representations and warranties of FEXD and Merger Sub contained in the sections titled (i) Corporation Organization (ii) Capitalization, (iii) Authority Relative to this Agreement and (iv) Brokers, are each true and correct in all material respects as of the Closing Date as though made on the Closing Date (without giving effect to any limitation as to “materiality” or “Company Material Adverse Effect” or any similar limitation set forth therein), except to the extent that any such representation and warranty expressly speaks as of an earlier date, in which case such representation and warranty shall be true and correct in all material respects as of such earlier date. All other representations and warranties of Acquiror and Merger Sub contained in the Rana Business Combination Agreement are true and correct (without giving any effect to any limitation as to “materiality” or “Acquiror Material Adverse Effect” or any similar limitation set forth therein) in all respects as of the Closing Date, as though made on and as of the Closing Date, except (i) to the extent that any such representation and warranty expressly speaks as of an earlier date, in which case such representation and warranty shall be true and correct as of such earlier date and (ii) where the failure of such representations and warranties to be true and correct (whether as of the Closing Date or such earlier date), taken as a whole, does not result in an Acquiror Material Adverse Effect; (b) FEXD and Merger Sub have performed or complied in all material respects with all agreements and covenants required by the Rana Business Combination Agreement to be performed or complied with by them on or prior to the Effective Time; (c) FEXD has delivered to the Shareholder Representative, the Escrow Agreement, duly executed by FEXD; and (d) FEXD has delivered to Rana a customary officer’s certificate dated the date of the Rana Closing, certifying as to the satisfaction of certain conditions. Termination The Rana Business Combination Agreement may be terminated and the Proposed Rana Transactions may be abandoned at any time prior to the Effective Time, notwithstanding any requisite approval and adoption of the Rana Business Combination Agreement and the Proposed Rana Transactions by the stockholders of Rana or Acquiror, as follows: (a) by mutual written consent of Rana and the Company; (b) by either FEXD or Rana, if: (i) the Effective Time has not occurred prior to the twelve-month anniversary of the date of the Rana Business Combination Agreement (the “ Rana Outside Date Combination Agreement (which prohibition on such party’s right to terminate the Rana Business Combination Agreement continues throughout the pendency of such legal proceeding); (ii) any Governmental Authority in the United States has enacted, issued, promulgated, enforced or entered any permanent injunction, order, decree or ruling which has become final and non-appealable and (c) by FEXD if (i) there is an occurrence of a breach of any representation, warranty, covenant or agreement on the part of the Company set forth in the Rana Business Combination Agreement, or if any representation or warranty of the Company has become untrue, in either case such that the closing conditions with respect to the accuracy of the representations and warranties and the performance of the agreements and covenants of the Company specified above would not be satisfied (“ Terminating Company Breach six-month (d) by Rana if there is an occurrence of a breach of any representation, warranty, covenant or agreement on the part of FEXD and Merger Sub set forth in the Rana Business Combination Agreement, or if any representation or warranty of FEXD and Merger Sub has become untrue, in either case such that the closing conditions with respect to the accuracy of the representations and warranties and the performance of the agreements and covenants of FEXD and Merger Sub specified above would not be satisfied (“ Terminating Acquiror/Merger Sub Breach Effect of Termination If the Rana Business Combination Agreement is terminated, the agreement will forthwith become void, and there will be no liability under the Rana Business Combination Agreement on the part of any party thereto, except as set forth in the Rana Business Combination Agreement or in the case of termination subsequent to a willful material breach of the Rana Business Combination Agreement by a party thereto. The closing of the Proposed Rana Afinoz Business Combination Agreement On September 11, 2022, the Company, announced that it, Fama Financial Services, Inc., a Georgia corporation and wholly owned subsidiary of the Company (“Merger Sub”), Monisha Sahni, Rachna Suneja and Ritscapital, LLC (collectively the “Members”) and Monisha Sahni as representative of the Members (“Member Representative”), had entered into a business combination agreement (the “Afinoz Business Combination Agreement”), dated September 9, 2022, pursuant to which, among other things, Mobitech International LLC, a limited liability company organized in the United Arab Emirates (“Afinoz”) will become as a wholly-owned subsidiary of the Company. The key terms of the Afinoz Business Combination Agreement are as follows: (a) The transaction is structured as a purchase of limited liability company membership interests. Pursuant to the Afinoz Business Combination Agreement, on the closing date, the Company will purchase the limited liability company membership interests of Afinoz, with Afinoz continuing as a wholly-owned direct subsidiary of the Company (together with the other transactions related thereto, the “Proposed Afinoz Transactions”). (b) The Company shall pay a combination of Afinoz Cash Consideration and Afinoz Equity Consideration for the Company Membership Interests subject to adjustments for Working Capital and Debt, which adjustments shall be secured by an escrow amount equal to $700,000 (the “Afinoz Escrow Amount”). The Afinoz Cash Consideration means $5,000,000 and the Afinoz Equity Consideration means 11,500,000 shares of New Acquiror Class A Common Stock. Afinoz Representations, Warranties and Covenants The Afinoz Business Combination Agreement contains customary representations, warranties and covenants of Afinoz and FEXD relating to, among other things, their ability to enter into the Afinoz Business Combination Agreement and their outstanding capitalization. Afinoz has agreed to customary “no shop” obligations. Conditions to Afinoz Closing Mutual The obligations of Afinoz and FEXD to consummate the Proposed Afinoz Transactions are subject to the satisfaction or waiver (where permissible) at or prior to the Afinoz Closing, of the following conditions: (a) the Acquiror Proposals have been approved and adopted by the requisite affirmative vote of the stockholders of Acquiror in accordance with the Proxy Statement, the Delaware General Corporation Law, the organizational documents of FEXD and the rules and regulations of Nasdaq; (b) no Governmental Authority has enacted, issued, promulgated, enforced or entered any Law, rule, regulation, judgment, decree, executive order or award which is then in effect and has the effect of making the Proposed Afinoz Transactions illegal or otherwise prohibiting consummation of the Proposed Afinoz Transactions; and (c) the shares of New Acquiror Class A Common Stock to be issued in connection with the Proposed Afinoz Transactions shall have been approved for listing on Nasdaq, and immediately following the Closing Acquiror shall satisfy any applicable listing requirements of Nasdaq and Acquiror shall not have received any notice of non-compliance therewith. FEXD The obligations of FEXD to consummate the Proposed Afinoz Transactions are subject to the satisfaction or waiver (where permissible) at or prior to the Afinoz Closing of the following additional conditions: (a) the representations and warranties of FEXD contained in the sections titled (i) Organization and Qualification; Subsidiaries, (ii) Capitalization, (iii) Authority Relative to this Business Combination Agreement and (iv) Brokers, are each true and correct in all material respects as of the Closing Date as though made on the Closing Date (without giving effect to any limitation as to “materiality” or “Company Material Adverse Effect” or any similar limitation set forth therein), except to the extent that any such representation and warranty expressly speaks as of an earlier date, in which case such representation and warranty shall be true and correct in all material respects as of such earlier date. All other representations and warranties of Afinoz contained in the Afinoz Business Combination Agreement shall be true and correct (without giving any effect to any limitation as to “materiality” or “Company Material Adverse Effect” or any similar limitation set forth therein) in all respects as of the Closing Date, as though made on and as of the Closing Date, except (i) to the extent that any such representation and warranty expressly speaks as of an earlier date, in which case such representation and warranty shall be true and correct as of such earlier date and (ii) where the failure of such representations and warranties to be true and correct (whether as of the Closing Date or such earlier date), taken as a whole, does not result in a Company Material Adverse Effect; (b) Afinoz, the Members and Member Representative, as applicable, have performed or complied in all material respects with all agreements and covenants required by the Afinoz Business Combination Agreement to be performed or complied with by each of them on or prior to the Afinoz Closing; (c) the Member Representative has delivered to Acquiror the Escrow Agreement, duly executed by the Member Representative; (d) Afinoz has delivered to FEXD a customary officer’s certificate, dated the date of the Afinoz Closing, certifying as to the satisfaction of certain conditions; (e) no Company Material Adverse Effect has occurred between the date of the Rana Business Combination Agreement and the Closing Date; (f) on or prior to the Afinoz Closing, each of the Members shall deliver to Acquiror a properly executed and duly completed Internal Revenue Service Form W-8BEN; (g) on or prior to the Afinoz Closing, each of the Members delivered to Acquiror the relevant ‘Tax residency certificate’ or any other similar requirements/certifications or evidences, as mandated under any of the domestic tax laws of their respective jurisdiction or territory, in order to claim the benefits of the India-UAE Double (h) Afinoz has delivered to Acquiror the PCAOB Financials required to be delivered under the Afinoz Business Combination Agreement; (i) Afinoz has delivered to Acquiror evidence that it has executed certain regulatory filings with either the free-zone authority in the Sharjah Media City Free-Zone of the United Arab Emirates or the United Arab Emirates Ministry of Economy, as required pursuant to the Afinoz Business Combination Agreement; (j) the Rana Business Combination Agreement has been consummated; (k) the Trust Fund contains funds sufficient to pay the Rana Cash Consideration and the Afinoz Cash Consideration, in full; and (l) Acquiror has completed its due diligence exercise on Afinoz and its subsidiaries, and Afinoz and its subsidiaries has resolved to Acquiror’s satisfaction any issues arising therefrom, including but not limited to, confirmation that each of the Members, Afinoz and its subsidiaries, have complied with certain conditions set forth in schedules to the Afinoz Business Combination Agreement. Afinoz The obligations of the Members and the Member Representative to consummate the Proposed Afinoz Transactions are subject to the satisfaction or waiver (where permissible) at or prior to Closing of the following additional conditions: (a) the representations and warranties of FEXD contained in the sections titled (i) Corporation Organization (ii) Capitalization, (iii) Authority Relative to this Agreement and (iv) Brokers, are each true and correct in all material respects as of the Closing Date as though made on the Closing Date (without giving effect to any limitation as to “materiality” or “Company Material Adverse Effect” or any similar limitation set forth therein), except to the extent that any such representation and warranty expressly speaks as of an earlier date, in which case such representation and warranty shall be true and correct in all material respects as of such earlier date. All other representations and warranties of Acquiror contained in the Afinoz Business Combination Agreement are true and correct (without giving any effect to any limitation as to “materiality” or “Acquiror Material Adverse Effect” or any similar limitation set forth therein) in all respects as of the Closing Date, as though made on and as of the Closing Date, except (i) to the extent that any such representation and warranty expressly speaks as of an earlier date, in which case such representation and warranty shall be true and correct as of such earlier date and (ii) where the failure of such representations and warranties to be true and correct (whether as of the Closing Date or such earlier date), taken as a whole, does not result in an Acquiror Material Adverse Effect; (b) FEXD has performed or complied in all material respects with all agreements and covenants required by the Afinoz Business Combination Agreement to be performed or complied with by it on or prior to the Afinoz Closing; (c) FEXD has delivered to the Member Representative, the Escrow Agreement, duly executed by FEXD; and (d) FEXD has delivered to Afinoz a customary officer’s certificate dated the date of the Afinoz Closing, certifying as to the satisfaction of certain conditions. Termination The Afinoz Business Combination Agreement may be terminated and the Proposed Afinoz Transactions may be abandoned at any time prior to the Closing, notwithstanding any requisite approval and adoption of the Afinoz Business Combination Agreement and the Proposed Afinoz Transactions by the Members and stockholders of Acquiror, as follows: (a) by mutual written consent of the Acquiror and Member Representative; (b) by either FEXD or the Member Representative, if: (i) the Closing has not occurred prior to the twelve-month anniversary of the date of the Afinoz Business Combination Agreement (the “ Afinoz Outside Date ”); provided, however, that the Afinoz Business Combination Agreement may not be terminated by or on behalf of any party (A) that either directly or indirectly through its affiliates is in breach or violation of any representation, warranty, covenant, agreement or obligation contained in the Afinoz Business Combination Agreement and such breach or violation is the principal cause of the failure of a condition to the Proposed Afinoz Transactions on or prior to the Afinoz Outside Date, or (B) against which any legal proceeding is brought by a party to the Rana Business Combination Agreement for specific performance or injunctive or other forms of equitable relief in connection with the Afinoz Business Combination Agreement (which prohibition on such party’s right to terminate the Afinoz Business Combination Agreement continues throughout the pendency of such legal proceeding); (ii) any Governmental Authority in the United States has enacted, issued, promulgated, enforced or entered any permanent injunction, order, decree or ruling which has become final and non-appealable and has the effect of making consummation of the Proposed Afinoz Transactions, illegal or otherwise prevents or prohibits consummation of the Proposed Afinoz Transactions; or (iii) any of the Acquiror Proposals fail to receive the requisite vote for approval at the Acquiror Stockholders’ Meeting; (c) by FEXD if: (i) there is an occurrence of a breach of any representation, warranty, covenant or agreement on the part of any Member set forth in the Afinoz Business Combination Agreement, or if any representation or warranty of any Member has become untrue, in either case such that the closing conditions with respect to the accuracy of the representations and warranties and the performance of the agreements and covenants of the Members specified above would not be satisfied (“ Terminating Member Breach (d) by the Member Representative if there is an occurrence of a breach of any representation, warranty, covenant or agreement on the part of FEXD set forth in the Afinoz Business Combination Agreement, or if any representation or warranty of FEXD has become untrue, in either case such that the closing conditions with respect to the accuracy of the representations and warranties and the performance of the agreements and covenants of FEXD specified above would not be satisfied (“ Terminating Acquiror Breach Effect of Termination If the Afinoz Business Combination Agreement is terminated, the agreement will forthwith become void, and there will be no liability under the Afinoz Business Combination Agreement on the part of any party thereto, except as set forth in the Afinoz Business Combination Agreement or in the case of termination subsequent to a willful material breach of the Afinoz Business Combination Agreement by a party thereto. The Afinoz Closing will occur as promptly as practicable, but in no event later than three business days following the satisfaction or waiver of all of the closing conditions. As of December 31, 2022, the Afinoz Business Combination has not been closed. Lock-Up Agreements The Company has entered into the three general forms of lock-up agreements all lock-up agreements. Stockholder Lock-Up and Optionholder Lock-Up, Unvested Optionholder Lock-Up, Unvested lock-up lock-up General Terms The stockholders and certain employees of Rana and Afinoz that own equity interests have entered into lock-up agreements with Acquiror wherein they have agreed not to Transfer any shares of New Acquiror Class A Common Stock for the period commencing upon the Effective Time and ending one year after the Effective Time, provided, however, that such restriction shall expire if the reported last sale price of New Acquiror Class A Common Stock equals or exceeds $ per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any Such applicable lock-up agreement. Employee-Specific Terms The lock-up agreements non-solicitation, non-inducement non-interference Employee Optionholder-Specific Terms The lock-up agreements Employee Optionholders of thirty-six months Employment Offer Letters On December 20, 2022, the Company entered into a conditional offer letter with an individual for the position of Chief Marketing Officer of FEXD (the “CMO Offer Letter”). Pursuant to the CMO Offer Letter, the individual will become the Chief Marketing Officer of FEXD on June 1, 2023. The appointment is contingent upon the consummation of the business combination among FEXD, Rana and Afinoz and shareholder approval. Upon effectiveness, the Chief Marketing Officer will receive an annual salary of $ , up to $ in performance bonuses with $ guaranteed, $ in FEXD stock vesting over years with a 12-month cliff and standard benefits. On December 20, 2022, the Company entered into a conditional offer letter with an individual for the position of Chief Executive Officer of Fama Financial Services (the “CEO Offer Letter”). Pursuant to the CEO Offer Letter, the individual will become the Chief Executive Officer of FEXD on June 1, 2023. The appointment is contingent upon the consummation of the business combination among FEXD, Rana and Afinoz and shareholder approval. Upon effectiveness, the Chief Executive Officer will receive an annual salary of $ bonus of 30 percent of the annual salary year one, 20% percent on year two and 15% from year three onwards (subject to a objective based target bonus of up to 200% of prevailing salary which will be split equally with stocks vested over a period of three years and cash), $50,000 in FEXD stock vesting over three years with a 12-month benefits De-SPAC Service agreement On December 12, 2022, the Company entered a service agreement, effective January 15, 2023, with a third-party de-SPAC 12-month 12-month |
DERIVATIVE FINANCIAL INSTRUMENT
DERIVATIVE FINANCIAL INSTRUMENTS | 12 Months Ended |
Dec. 31, 2022 | |
DERIVATIVE FINANCIAL INSTRUMENTS [Abstract] | |
DERIVATIVE FINANCIAL INSTRUMENTS | NOTE 7. DERIVATIVE FINANCIAL INSTRUMENTS Warrant Liability Public Warrants may only be exercised for a whole number of shares. No fractional Public Warrants will be issued upon separation of the Units, and only whole Public Warrants will trade. The Public Warrants will become exercisable on the date tha The Company has agreed that as soon as practicable, but in no event later than 20 business days, after the closing of a Business Combination, the Company will use its best efforts to file, and within 60 business days following a Business Combination to have declared effective, a registration statement for the registration, under the Securities Act, of the shares of Class A common stock issuable upon exercise of the Public Warrants. The Company will use its reasonable best efforts to maintain the effectiveness of such registration statement and a current prospectus relating thereto, until the expiration of the Public Warrants in accordance with the provisions of the Public Warrant agreement. Notwithstanding the above, if the Class A common stock is at the time of any exercise of a Public Warrant not listed on a national securities exchange such that it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their Public Warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, but will be required to use its best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. The Public Warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $11.50 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than % of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume-weighted average trading price of Class A common stock during the 10-trading day on which the Company consummates its initial Business Combination (such price, the “Market Value”) is below $ per share, then the exercise price of the Public Warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described under “Description of Securities—Warrants—Public Stockholders’ Warrants—Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00” will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $ per share redemption trigger price will be adjusted (to the nearest cent) to be equal to the higher of the market value and the Newly Issued Price. The Company may call the Public Warrants for redemption: • in whole and not in part; • at a price of $0.01 per warrant; • upon a minimum of 30 days’ prior written notice of redemption, or the 30-day • if, and only if, the last reported sale price of Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations, and the like and for certain issuances of Class A common stock and equity-linked securities as described above) for any 20 trading days within a 30-trading If and when the Public 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. If the Company calls the Public Warrants for redemption for cash, 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 the number of shares of Class A Common Stock issuable upon exercise of the Public Warrants may be adjusted in certain circumstances, including in the event of a stock dividend or recapitalization, reorganization, merger, or consolidation. However, the Public 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 Public Warrants. If the Company is unable to complete a Business Combination within the Combination Period or during any Extension Period, and the Company liquidates the funds held in the Trust Account, holders of Public Warrants will not receive any of such funds with respect to their Public Warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such Public Warrants. Accordingly, the Public Warrants may expire worthless. The Private Placement Warrants, including the October 2022 Private Placement Warrants, will be identical to the Public Warrants underlying the Units being sold in the Proposed Public Offering, except that the Private Placement Warrants and the Class A Common Stock issuable upon the exercise of the Private 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 e initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. The Company accounted for the 9,650,250 warrants issued in connection with the Initial Public Offering (including 5,750,000 3,900,250 ASC 815- 40. Su ch guidance provides that because the warrants do not meet the criteria for equity treatment thereunder, each warrant must be recorded as a liability. The warrant agreement contains an Alternative Issuance provision that if less than % of the consideration receivable by the holders of the Class A Common Stock in the Business Combination is payable in the form of common equity in the successor entity, and if the holders of the warrants properly exercise the warrants within thirty days following the public disclosure of the consummation of Business Combination by the Company, the Warrant Price shall be reduced by an amount (in dollars) equal to the difference of (i) the Warrant Price in effect prior to such reduction minus (ii) (A) the Per Share Consideration (as defined below) (but in no event less than zero) minus (B) the Black-Scholes Warrant Value (as defined below). The “Black-Scholes Warrant Value” means the value of a Warrant immediately prior to the consummation of the Business Combination based on the Black-Scholes Warrant Model for a Capped American Call on Bloomberg Financial Markets. “Per Share Consideration” means (i) if the consideration paid to holders of the common stock consists exclusively of cash, the amount of such cash per common stock, and (ii) in all other cases, the volume-weighted average price of the common stock as reported during the ten-trading day The Company believes that the adjustments to the exercise price of the warrants are based on a variable that is not an input to the fair value of a “fixed-for-fixed” option as defined under FASB ASC Topic . , and thus the warrants are not eligible for an exception from derivative accounting. The accounting treatment of derivative financial instruments requires that the Company record a derivative liability upon closing the Proposed Public Offering. Accordingly, the Company will classify its Public Warrant, Private Placement Warrant as a liability at its fair value, and the warrants will be estimated using a valuation model prepared by an outside valuation firm. The valuation model uses inputs such as assumed share prices, volatility, discount factors, and other assumptions and may not reflect the price at which they can be settled. This liability is subject to remeasurement at each balance sheet date. With each such remeasurement, the warrant liability will be adjusted to fair value, with the change in fair value recognized in the Company’s statements 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. Forward Purchase Agreement On July , , the Company entered into a forward purchase agreement (the “Forward Purchase Agreement”) with Caltech Trading Corp., an anchor investor. Pursuant to the Forward Purchase Agreement, Caltech Trading Corp. will agree to purchase a minimum of units and a maximum of units (the “Forward Purchase Units”), with each Forward Purchase Unit consisting of share of Class A common stock (a “Forward Purchase Share”), right to receive one-tenth (1/10) of share of its Class A common stock (a “Forward Purchase Right”) and one-half of warrant to purchase share of Class A common stock (a “Forward Purchase Warrant”), at a price of $ per Forward Purchase Unit, for a minimum aggregate purchase price of $ million and a maximum aggregate purchase price of up to $ million. The shares of Class A common stock to be issued under the Forward Purchase Agreement will have redemption rights and right to liquidate distributions from the Trust Account. The Forward Purchase Shares, the Forward Purchase Rights and Forward Purchase Warrants will be identical to the shares of Class A Common Stock, the Public Rights, and the Public Warrants, respectively, included in the Public Units to be sold in the Proposed Offering. The purchase of the Forward Purchase Units will occur concurrently and only in connection with the closing of the Business Combination. The Forward Purchase Shares, Forward Purchase Rights and Forward Purchase Warrants (and the shares of Class A common stock underlying such securities) are subject to registration rights. Caltech’s Trading commitment under the Forward Purchase Agreement is subject to customary closing conditions, including that the Business Combination must be consummated substantially concurrently with the purchase of the Forward Purchase Units. The obligations of Caltech Trading under the Forward Purchase Agreement do not depend on whether any Class A common shares held by public shareholders are redeemed by the Company. The Company accounted for the Forward Purchase Agreement in accordance with the guidance in ASC 815-40 and accounts re-measurement |
FAIR VALUE OF FINANCIAL INSTRUM
FAIR VALUE OF FINANCIAL INSTRUMENTS | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE OF FINANCIAL INSTRUMENTS | NOTE 8. FAIR VALUE OF FINANCIAL INSTRUMENTS The following table presents information about the Company’s derivative warrant liabilities and forward purchase agreement liability that are measured at fair value on a recurring basis as of December 31, 2022 and 2021 and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value: As of December 31, 2022 Description Quoted Prices in Significant Other Significant Other Public Warrants $ 402,500 $ — $ — Private Placement Warrants — 353,518 — Forward Purchase Agreement Liability — — 285,567 Total $ 402,500 $ 353,518 $ 285,567 As of December 31, 2021 Description Quoted Prices in Significant Other Significant Other Public Warrants $ — $ — $ 2,185,000 Private Placement Warrants — — 1,521,098 Forward Purchase Agreement Liability — — 1,726,908 Total $ — $ — $ 5,433,006 The estimated fair value of the Forward Purchase Agreement is determined using Level 3 inputs. Inherent in a Monte Carlo or Black-Scholes 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 change in the fair value of the derivative liabilities, measured using level 3 inputs, for the year ended December 31, 2022 Derivative liabilities – level 3, at March 5, 2021 (inception) — Issuance of public warrants, private placement warrants, forward purchase agreement – level 3 3,894,740 Change in fair value 1,538,266 Derivative liabilities – level 3, at December 31, 2021 $ 5,433,006 Transfer of public warrants to level 1 measurement (2,185,000 ) Transfer of private placement warrants to level 2 measurement (1,521,098 ) Change in fair value (1,441,341 ) Derivative liabilities – level 3, at December 31, 2022 $ 285,567 The following table presents information about the Company’s liabilities that are measured at fair value at October 21, 2021 (Initial Public Offering date): Inputs Public Warrants Private Placement Forward Purchase Exercise price $ 11.50 $ 11.50 $ 10.00 Volatility 6.5 % 6.5 % 6.5 % Expected term 5.75 years 5.75 years 0.75 year Risk-free rate 1.33 % 1.33 % 0.09 % Probability of acquisition 100.0 % 100.0 % 100.0 % Dividend yield 0 % 0 % 0 % The following table presents information about the Company’s liabilities that are measured at fair value on a recurring basis at December 31, 2021: Inputs Public Warrants Private Placement Forward Purchase Exercise price $ 11.50 $ 11.50 $ 10.00 Volatility 8.4 % 8.4 % 8.4 % Expected term 5.56 years 5.56 years 0.56 year Risk-free rate 1.30 % 1.30 % 0.21 % Probability of acquisition 100.0 % 100.0 % 100.0 % Dividend yield 0 % 0 % 0 % The following table presents information about the Company’s liabilities that are measured at fair value on a recurring basis at December 31, 2022: Inputs Public Warrants Private Placement Forward Purchase Exercise price $ 11.50 $ 11.50 $ 10.00 Volatility 4.6 % 4.6 % 5.2 % Expected term 5.06 years 5.06 years 0.06 year Risk-free rate 3.91 % 3.91 % 4.04 % Probability of acquisition 7.5 % 7.5 % 7.5 % Dividend yield 0 % 0 % 0 % The following table provides a summary of the changes in the fair value of the Company’s financial instruments that are measured at fair value on a recurring basis: Private Public Total Forward Fair value as of March 5, 2021 (inception) $ — $ — $ — $ — Issuance of Public Warrants, Private Warrants upon IPO 1,014,065 1,380,000 2,394,065 — Signing of Forward Purchase Agreement upon IPO — — — 1,500,675 Change in fair value 507,033 805,000 1,312,033 226,233 Fair value as of December 31, 2021 $ 1,521,098 $ 2,185,000 $ 3,706,098 $ 1,726,908 Issuance of Private Warrants 80,500 — 80,500 — Change in fair value (1,248,080 ) (1,782,500 ) (3,030,580 ) (1,441,341 ) Fair value as of December 31, 2022 $ 353,518 $ 402,500 $ 756,018 $ 285,567 |
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY | 12 Months Ended |
Dec. 31, 2022 | |
STOCKHOLDERS' EQUITY | |
STOCKHOLDERS' EQUITY | NOTE 9. STOCKHOLDER’S EQUITY Preferred Shares The Company is authorized to issue 1,000,000 preferred shares with a par value of $0.0001 per share with such designation, rights and preferences as may be determined from time to time by the Company’s Board of Directors. At December 31, 2022 and 2021, there were no preferred shares issued or outstanding. Class A Common Stock The Company is authorized to issue 200,000,000 shares of Class A Common Stock with a par value of $0.0001 per share. Holders of the Company’s Class A Common Stock are entitled to one vote for each share. At December 31, 2022 and 2021, there were 57,500 Class A Common Stock issued and outstanding excluding 11,500,000 shares subject to redemption. Class B Common Stock The Company is authorized to issue 20,000,000 shares of Class B Common Stock with a par value of $0.0001 per share. Holders of the Company’s Class B Common Stock are entitled to one vote for each share. At December 31, 2022 and 2021, there were 2,875,000 shares of Class B Common Stock issued and outstanding. Class B common stock will automatically convert into shares of Class A common stock at the time of the initial business combination on a one-for-one Public Rights Each holder of a Public Right will be entitled to receive one-tenth (1/10) of an as-converted into basis and each holder of a right will be required to affirmatively convert its rights in order to receive 1/10 share underlying each right (without paying additional consideration). The shares issuable upon exchange of the rights will be freely tradable (except to the extent held by affiliates of the Company). |
INCOME TAX
INCOME TAX | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
INCOME TAX | NOTE 10. INCOME TAX The Company’s net deferred tax assets are as follows: December 31, December 31, Deferred tax asset Start-up $ 187,396 $ 29,691 Net operating loss — 21,704 Total deferred tax asset 187,396 50,765 Valuation allowance (187,396 ) (50,765 ) Deferred tax asset, net of allowance $ — $ — The income tax provision consists of the following: For the year 2022 From March 5, 2021 2021 Federal Current $ 290,342 $ — Less: Loss carryforward Deferred (136,631 ) (50,765 ) State Current — — Deferred — — Change in valuation allowance 136,631 50,765 Income tax provision $ 290,342 $ — As of December 31, 2022, the Company has $nil of U.S. federal net operating loss carryovers. In assessing the realization of the deferred tax assets, management considers whether it is more likely than not that some portion of all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. After consideration of all of the information available, management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance. For the year ended December 31, 2022 and for the period from March 5 (inception) through to December 31, 2021, the change in the valuation allowance was $136,631 and $50,765, respectively. A reconciliation of the federal income tax rate to the Company’s effective tax rate at December 31, 2022 and 2021 is as follows: December 31, December 31, Statutory federal income tax rate 21 % 21 % Transaction costs associated with the Initial Public Offering 6 % (1 )% Change in valuation allowance 3 % (3 )% Change in fair value of warrant liabilities and forward purchase agreement (23 )% (17 )% Income tax provision 7 % 0 % Income tax is generally open for |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2022 | |
SUBSEQUENT EVENTS [Abstract] | |
SUBSEQUENT EVENTS | NOTE 11. 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. Based on this review, except the event below, the Company did not identify any subsequent events through the date of the issuance of the consolidated consolidated O The proceeds received by the Company in connection with the issuance of the January 2023 Private Placement Warrants have been deposited in the trust account (the “Trust Account”) established at the time of the IPO. In accordance with the Company’s Amended and Restated Certificate of Incorporation, the deposit of such proceeds into the Trust Account on or prior to January 21, 2023 will extend by three months until April 21, 2023, the time the Company will have to consummate an initial business combination. On January 20, 2023, the Company entered into a $200,000 promissory note (the “January 2023 Note”) with its Sponsor. The January 2023 Note is non-interest l On April 10, 2023, timely, pursuant to the terms of the Rana Business Combination Agreement dated September 9, 2022, the Company sent a letter to Rana Financial, Inc. regarding its failure to deliver audited financial statements. The Company also notified Rana of its intent to propose the termination of the Rana Business Combination Agreement and abandonment of the proposed business combination if the audited financial statements are not delivered to the Company by April 21, 2023. On April 20, 2023, the Company held a special meeting of stockholders in lieu of its 2023 annual meeting to consider and vote upon (a) a proposal to amend the Company’s amended and restated certificate of incorporation to extend the date by which the Company has to consummate its initial business combination for a maximum of twelve (12) additional one month periods, from April 21, 2023 to April 21, 2024, or such earlier date as determined by its board of directors and (b) a proposal to approve the adjournment of the special meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the aforementioned extension. In connection with this vote, the Company expects that eighty (80) holders will redeem an aggregate of 7,527,997 shares of the Company at an estimated redemption price of $10.48 per share or $78,893,408.56 in the aggregate. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract] | |
Basis of presentation | Basis of presentation The accompanying consolidated financial statements 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. |
Principle of consolidation | Principle of consolidation The consolidated financial statements include the financial statements of the Company and its wholly-owned subsidiary, Fama Financial Services, Inc. (“Fama”), which was incorporated on August 23, 2022 in the State of Georgia. There were no material business activities in Fama for the period from its incorporation date to December 31, 2022. All transactions and balances among the Company and its subsidiaries have been eliminated upon consolidation. |
Emerging growth company | Emerging growth company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (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 apply to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley 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 opt-out of to non-emerging growth companies, but any such election to opt-out is irrevocable. The Company has elected not to opt-out of such an 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 a comparison of the Company’s consolidated financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or |
Use of estimates | Use of estimates The preparation of consolidated financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclose contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation, or set of circumstances that existed at the date of the consolidated 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 short-term investments with an original maturity of three months or less when purchased to be cash equivalents. As a result, the Company had cash of $10,335 and no cash equivalents on December 31, 2022. The Company had cash of $612,750 and no cash equivalents on December 31, 2021. |
Investment Held in Trust Account | Investment Held in Trust Account As of December 31, 2022 and 2021, the Company had $118,985,048 and $116,152,113 investments held in the Trust Account, respectively. The investments held in the Trust Account were held in marketable treasury funds. All of the Company’s investments held in the Trust Account are classified as trading 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 investments held in Trust Account are included in interest income in the accompanying statements of operations. The estimated fair value of investments held in Trust Account are determined using available market information. |
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. In addition, 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 recognizes accrued interest and penalties related to unrecognized tax benefits as an income tax expense. There were unrecognized tax benefits and amounts accrued for interest and penalties as of December , and . The Company is currently not aware of any issues under review resulting in significant payments, accruals, or material deviation from its position. The Company may be subject to potential examination by federal, state, and city taxing authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions, and compliance with federal, state, and city tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. The Company has been subject to income tax examinations by major taxing authorities since its inception. O The exercise tax imposes a 1% tax on covered corporations on the fair market value of any stock of the corporation which is repurchased by such corporation for taxable years beginning after December 31, 2022. The exercise tax is applicable to certain SPAC redemptions, including in connection with a SPAC’s business combination. The amount of a redemption subject to the exercise tax is reduced by the fair market value of any stock issued by the SPAC during the taxable year of the redemption. The Company has not completed its initial business combination and there were no share redemptions during the year ended December 31, 2022. The exercise tax will only be applicable to the Company for its taxable years post December 31, 2022. The Company is still in the process of assessing the effects of the exercise tax to its consolidated financial statements. |
Net income (loss) per common share | Net income (loss) per common share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares, which are referred to as Class A Common Stock and Class B Common Stock. Income and losses are shared pro rata between the two classes of shares. Net income (loss) per common share is calculated by dividing the net income (loss) by the weighted average shares of common stock outstanding for the respective period. The calculation of diluted net income (loss) per share of common stock does not consider the effect of the warrants issued in connection with the Initial Public Offering and the Private Placement to purchase an aggregate of 9,650,250 shares of Class A Common Stock in the calculation of diluted income (loss) per share, because their exercise is contingent upon future events and their inclusion would be anti-dilutive under the treasury stock method. As a result, diluted net income (loss) per share is the same as basic net income (loss) per share for the period from inception to December 31, 2022. Accretion associated with the redeemable Class A Common Stock is excluded from earnings per share as the redemption value approximates fair value. The following table reflects presents a reconciliation of the numerator and denominator used to compute basic and diluted net income (loss) per share for each class of common stock for the year ended December 31, 2022 and for the period from March 5, 2021 (inception) to December 31, 2021: Year ended December 31, 2022 Description Class A Class B Basic and diluted net income per common stock: Numerator: Allocation of net income $ 3,072,757 $ 764,367 Denominator: Basic and diluted weighted average common stock outstanding 11,557,500 2,875,000 Basic and diluted net income per common stock $ 0.27 $ 0.27 Period from March 5, 2021 (inception) to December 31, 2021 Description Class A Class B Basic and diluted net income per common stock: Numerator: Allocation of net loss $ (916,293 ) $ (966,310 ) Denominator: Basic and diluted weighted average common stock outstanding 2,726,188 2,875,000 Basic and diluted net loss per common stock $ (0.34 ) $ (0.34 ) |
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 December 31, 2022 and 2021, 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 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheets, primarily due to their short-term nature. |
Fair Value Measurements | Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: • Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. |
Derivative financial instruments | Derivative financial instruments The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815-15. The classification of should be recorded as liabilities or as equity, is re-assessed at the end 825-10 The 5,750,000 warrants issued in connection with the Initial Public Offering (the “Public Warrants”) and the 3,900,250 Private Placement Warrants are recognized as derivative liabilities in accordance with ASC 815-40. Accordingly, to re-measurement at as non-current liabilities as their |
Offering Costs Associated with the Initial Public Offering | Offering Costs Associated with the Initial Public Offering The Company complies with the requirements of ASC 340-10-S99-1 and Expenses of offering. as non-operating expenses |
Class A Common Stock Subject to Possible Redemption | Class A Common Stock Subject to Possible Redemption All of the 11,500,000 shares of Class A common stock sold as part of the Units in the Public Offering contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, if there is a stockholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s amended and restated certificate of incorporation. In accordance with ASC 480, conditionally redeemable Class A common stock (including shares of Class A 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. Ordinary liquidation events, which involve the redemption and liquidation of all of the entity’s equity instruments, are excluded from the provisions of ASC 480. Accordingly, 11,500,000 shares of Class A common stock subject to possible redemption at the redemption amount were presented at redemption value as temporary equity, outside of the stockholders’ deficit section of the Company’s balance sheets. As of December 31, 2022 and 2021, the common shares reflected on the balance sheets are reconciled in the following table: Gross proceeds from IPO $ 115,000,000 Less: Proceeds allocated to Public Warrants (1,380,000 ) Class A common share issuance costs (6,309,800 ) Plus: Accretion of carrying value to redemption value 8,839,800 Class A common shares subject to redemption at December 31, 2021 $ 116,150,000 Plus: Remeasurement to common stock subject to possible redemption amount 2,242,240 Class A common shares subject to redemption at December 31, 2022 $ 118,392,240 |
Issued and adopted accounting standards | Issued and adopted accounting standards In August 2020, the FASB issued ASU 2020-06, Debt-Debt (Subtopic 470-20) and (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”), which ASU 2020-06 The Company adopted ASU 2020-06 on January 1, 2021. The adoption of ASU 2020-06 did not have a material impact on the Company’s consolidated financial statements. Outside of the above, management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s consolidated statements |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | The following table reflects presents a reconciliation of the numerator and denominator used to compute basic and diluted net income (loss) per share for each class of common stock for the year ended December 31, 2022 and for the period from March 5, 2021 (inception) to December 31, 2021: Year ended December 31, 2022 Description Class A Class B Basic and diluted net income per common stock: Numerator: Allocation of net income $ 3,072,757 $ 764,367 Denominator: Basic and diluted weighted average common stock outstanding 11,557,500 2,875,000 Basic and diluted net income per common stock $ 0.27 $ 0.27 Period from March 5, 2021 (inception) to December 31, 2021 Description Class A Class B Basic and diluted net income per common stock: Numerator: Allocation of net loss $ (916,293 ) $ (966,310 ) Denominator: Basic and diluted weighted average common stock outstanding 2,726,188 2,875,000 Basic and diluted net loss per common stock $ (0.34 ) $ (0.34 ) |
Summary of Basic and Diluted Net Income (Loss) Per Share | Gross proceeds from IPO $ 115,000,000 Less: Proceeds allocated to Public Warrants (1,380,000 ) Class A common share issuance costs (6,309,800 ) Plus: Accretion of carrying value to redemption value 8,839,800 Class A common shares subject to redemption at December 31, 2021 $ 116,150,000 Plus: Remeasurement to common stock subject to possible redemption amount 2,242,240 Class A common shares subject to redemption at December 31, 2022 $ 118,392,240 |
FAIR VALUE OF FINANCIAL INSTR_2
FAIR VALUE OF FINANCIAL INSTRUMENTS (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Schedule of assets and liabilities measured at fair value on a recurring basis | The following table presents information about the Company’s derivative warrant liabilities and forward purchase agreement liability that are measured at fair value on a recurring basis as of December 31, 2022 and 2021 and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value: As of December 31, 2022 Description Quoted Prices in Significant Other Significant Other Public Warrants $ 402,500 $ — $ — Private Placement Warrants — 353,518 — Forward Purchase Agreement Liability — — 285,567 Total $ 402,500 $ 353,518 $ 285,567 As of December 31, 2021 Description Quoted Prices in Significant Other Significant Other Public Warrants $ — $ — $ 2,185,000 Private Placement Warrants — — 1,521,098 Forward Purchase Agreement Liability — — 1,726,908 Total $ — $ — $ 5,433,006 |
Schedule Of Fair Value Of Derivative Liabilities Measured On Recurring Basis [Table Text Block] | The change in the fair value of the derivative liabilities, measured using level 3 inputs, for the year ended December 31, 2022 Derivative liabilities – level 3, at March 5, 2021 (inception) — Issuance of public warrants, private placement warrants, forward purchase agreement – level 3 3,894,740 Change in fair value 1,538,266 Derivative liabilities – level 3, at December 31, 2021 $ 5,433,006 Transfer of public warrants to level 1 measurement (2,185,000 ) Transfer of private placement warrants to level 2 measurement (1,521,098 ) Change in fair value (1,441,341 ) Derivative liabilities – level 3, at December 31, 2022 $ 285,567 |
Summary of significant inputs to the black-scholes option pricing model for the fair value of the founder warrants | The change in the fair value of the derivative liabilities, measured using level 3 inputs, for the year ended December 31, 2022 Derivative liabilities – level 3, at March 5, 2021 (inception) — Issuance of public warrants, private placement warrants, forward purchase agreement – level 3 3,894,740 Change in fair value 1,538,266 Derivative liabilities – level 3, at December 31, 2021 $ 5,433,006 Transfer of public warrants to level 1 measurement (2,185,000 ) Transfer of private placement warrants to level 2 measurement (1,521,098 ) Change in fair value (1,441,341 ) Derivative liabilities – level 3, at December 31, 2022 $ 285,567 The following table presents information about the Company’s liabilities that are measured at fair value at October 21, 2021 (Initial Public Offering date): Inputs Public Warrants Private Placement Forward Purchase Exercise price $ 11.50 $ 11.50 $ 10.00 Volatility 6.5 % 6.5 % 6.5 % Expected term 5.75 years 5.75 years 0.75 year Risk-free rate 1.33 % 1.33 % 0.09 % Probability of acquisition 100.0 % 100.0 % 100.0 % Dividend yield 0 % 0 % 0 % The following table presents information about the Company’s liabilities that are measured at fair value on a recurring basis at December 31, 2021: Inputs Public Warrants Private Placement Forward Purchase Exercise price $ 11.50 $ 11.50 $ 10.00 Volatility 8.4 % 8.4 % 8.4 % Expected term 5.56 years 5.56 years 0.56 year Risk-free rate 1.30 % 1.30 % 0.21 % Probability of acquisition 100.0 % 100.0 % 100.0 % Dividend yield 0 % 0 % 0 % The following table presents information about the Company’s liabilities that are measured at fair value on a recurring basis at December 31, 2022: Inputs Public Warrants Private Placement Forward Purchase Exercise price $ 11.50 $ 11.50 $ 10.00 Volatility 4.6 % 4.6 % 5.2 % Expected term 5.06 years 5.06 years 0.06 year Risk-free rate 3.91 % 3.91 % 4.04 % Probability of acquisition 7.5 % 7.5 % 7.5 % Dividend yield 0 % 0 % 0 % |
Summary of changes in the fair value of the company's level 3 financial instruments that are measured at fair value | The following table provides a summary of the changes in the fair value of the Company’s financial instruments that are measured at fair value on a recurring basis: Private Public Total Forward Fair value as of March 5, 2021 (inception) $ — $ — $ — $ — Issuance of Public Warrants, Private Warrants upon IPO 1,014,065 1,380,000 2,394,065 — Signing of Forward Purchase Agreement upon IPO — — — 1,500,675 Change in fair value 507,033 805,000 1,312,033 226,233 Fair value as of December 31, 2021 $ 1,521,098 $ 2,185,000 $ 3,706,098 $ 1,726,908 Issuance of Private Warrants 80,500 — 80,500 — Change in fair value (1,248,080 ) (1,782,500 ) (3,030,580 ) (1,441,341 ) Fair value as of December 31, 2022 $ 353,518 $ 402,500 $ 756,018 $ 285,567 |
INCOME TAX (Tables)
INCOME TAX (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Summary of Net Deferred Tax Assets | The Company’s net deferred tax assets are as follows: December 31, December 31, Deferred tax asset Start-up $ 187,396 $ 29,691 Net operating loss — 21,704 Total deferred tax asset 187,396 50,765 Valuation allowance (187,396 ) (50,765 ) Deferred tax asset, net of allowance $ — $ — |
Summary of Income Tax Provision | The income tax provision consists of the following: For the year 2022 From March 5, 2021 2021 Federal Current $ 290,342 $ — Less: Loss carryforward Deferred (136,631 ) (50,765 ) State Current — — Deferred — — Change in valuation allowance 136,631 50,765 Income tax provision $ 290,342 $ — |
Summary of Effective Income Tax Rate Reconciliation | A reconciliation of the federal income tax rate to the Company’s effective tax rate at December 31, 2022 and 2021 is as follows: December 31, December 31, Statutory federal income tax rate 21 % 21 % Transaction costs associated with the Initial Public Offering 6 % (1 )% Change in valuation allowance 3 % (3 )% Change in fair value of warrant liabilities and forward purchase agreement (23 )% (17 )% Income tax provision 7 % 0 % |
DESCRIPTION OF ORGANIZATION A_2
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS AND GOING CONCERN - Additional Information (Detail) - USD ($) | 10 Months Ended | 12 Months Ended | |||||
Jan. 20, 2023 | Oct. 21, 2022 | Oct. 21, 2021 | Dec. 31, 2021 | Dec. 31, 2022 | Oct. 19, 2022 | Aug. 02, 2022 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Entity incorporation date | Mar. 05, 2021 | ||||||
Stock issued during period, Shares | 1,500,000 | ||||||
Proceeds from issuance initial public offering | $ 115,000,000 | $ 0 | |||||
Term of restricted investments | 185 days | ||||||
Minimum net worth required for compliance | $ 5,000,001 | ||||||
Combination period description | The Company will have until 12 months, being October 21, 2022, (or 15 or 18 months, depending on whether we elect to extend the initial 12-month term for up to two additional three-month terms) from the effective date of the registration statement to consummate a Business Combination (the “Combination Period”). If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than five business days thereafter, redeem | ||||||
Combination period, term one | 12 months | ||||||
Combination period, term two | 15 months | ||||||
Combination period, term three | 18 months | ||||||
Liquidation basis of accounting, accrued costs to dispose of assets and liabilities | $ 50,000 | ||||||
Per share value of restricted assets | $ 10.1 | ||||||
Working Capital | $ 1,759,163 | ||||||
Payments to acquire restricted investments | 116,150,000 | 1,150,000 | |||||
Payments of Stock Issuance Costs | $ 6,061,368 | 6,309,800 | |||||
Deferred underwriting commissions | $ 3,737,500 | ||||||
Underwriter stock option period | 45 days | ||||||
Operating Bank Account Balance | 10,335 | ||||||
Assets Held-in-trust | 116,152,113 | 118,985,048 | |||||
Proceeds from Issuance of Private Placement | $ 3,900,250 | $ 0 | |||||
Promisory Note [Member] | |||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Debt instrument, Face amount | $ 200,000 | ||||||
Initial Public Offering And Private Placement Of Warrants [Member] | |||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Payments to acquire restricted investments | $ 116,150,000 | ||||||
Per unit amount placed in trust account | $ 10.1 | ||||||
IPO [Member] | |||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Stock issued during period, Shares | 11,500,000 | ||||||
Private Placement [Member] | |||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Proceeds from issuance initial public offering | $ 115,000,000 | ||||||
Over-Allotment Option [Member] | |||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Stock issued during period, Shares | 1,500,000 | ||||||
Common Class A [Member] | |||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Temporary equity, redemption price per share | $ 10.1 | ||||||
Percentage of common shares to be redeemed in case business combination is not completed within the combination period | 100% | ||||||
Common Class A [Member] | Minimum [Member] | |||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Percentage of common stock for which redemption rights restriction applied | 15% | ||||||
Common Class A [Member] | IPO [Member] | |||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Stock issued during period, Shares | 10,000,000 | 11,500,000 | |||||
Shares issued, price per share | $ 10 | ||||||
Subsequent Event [Member] | |||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Proceeds from Issuance of Private Placement | $ 1,150,000 | ||||||
Subsequent Event [Member] | Private Placement Warrants [Member] | |||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Number of Warrants Issued | 1,150,000 | ||||||
Price Per Warrant | $ 1 | ||||||
Sponsor [Member] | |||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Loans Received | $ 141,768 | ||||||
Loans Repaid | 141,768 | ||||||
Proceeds from Issuance of Private Placement | $ 1,150,000 | ||||||
Sponsor [Member] | Promisory Note [Member] | |||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Debt instrument, Face amount | $ 300,000 | ||||||
Sponsor [Member] | Founder Shares [Member] | |||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Cash Received For Offering Cost In exchange Of Shares | $ 25,000 | ||||||
Sponsor [Member] | Private Placement Warrants [Member] | |||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Number of Warrants Issued | 1,150,000 | ||||||
Price Per Warrant | $ 1 | ||||||
Sponsor [Member] | Private Placement Warrants [Member] | Private Placement [Member] | |||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Number of Warrants Issued | 3,900,250 | 3,900,250 | |||||
Price Per Warrant | $ 1 | $ 1 | |||||
FEXD Sponsor [Member] | January 2023 Promissory Note [Member] | |||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Debt instrument, Face amount | $ 200,000 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Schedule of Earnings Per Share, Basic and Diluted (Detail) - USD ($) | 10 Months Ended | 12 Months Ended |
Dec. 31, 2021 | Dec. 31, 2022 | |
Earnings Per Share Basic And Diluted [Line Items] | ||
Allocation of net loss | $ (1,882,603) | $ 3,837,124 |
Common Class A [Member] | ||
Earnings Per Share Basic And Diluted [Line Items] | ||
Allocation of net loss | $ (916,293) | $ 3,072,757 |
Basic weighted average common stock outstanding | 2,726,188 | 11,557,500 |
Diluted weighted average common stock outstanding | 2,726,188 | 11,557,500 |
Basic net income (loss) per common stock | $ (0.34) | $ 0.27 |
Diluted net income (loss) per common stock | $ (0.34) | $ 0.27 |
Common Class B [Member] | ||
Earnings Per Share Basic And Diluted [Line Items] | ||
Allocation of net loss | $ (966,310) | $ 764,367 |
Basic weighted average common stock outstanding | 2,875,000 | 2,875,000 |
Diluted weighted average common stock outstanding | 2,875,000 | 2,875,000 |
Basic net income (loss) per common stock | $ (0.34) | $ 0.27 |
Diluted net income (loss) per common stock | $ (0.34) | $ 0.27 |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Additional Information (Detail) - USD ($) | 12 Months Ended | |||
Aug. 16, 2022 | Oct. 21, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Cash | $ 10,335 | $ 612,750 | ||
Cash Equivalents | 0 | 0 | ||
Assets Held-in-trust | 118,985,048 | 116,152,113 | ||
Unrecognized tax benefits | 0 | 0 | ||
Unrecognized tax benefits, Income tax penalties and interest accrued | 0 | 0 | ||
Cash, FDIC insured amount | $ 250,000 | $ 250,000 | ||
Shares Issued | 1,500,000 | |||
Percentage of fair market value of shares repurchased | 1% | |||
Inflation Reduction Act 2022 [Member] | ||||
Percentage of excise tax on repurchase of stock | 1% | |||
Common Class A [Member] | ||||
Temporary Equity, Shares Issued | 11,500,000 | |||
Private Placement [Member] | Private Placement Warrants [Member] | ||||
Warrant as Derivative Liability | 3,900,250 | |||
IPO [Member] | ||||
Shares Issued | 11,500,000 | |||
IPO [Member] | Common Class A [Member] | ||||
Shares Issued | 10,000,000 | 11,500,000 | ||
IPO [Member] | Warrant [Member] | ||||
Number of Warrants Issued | 5,750,000 | |||
IPO [Member] | Warrant [Member] | Private Placement Warrants [Member] | Common Class A [Member] | ||||
Number of Shares Purchased Against Warrants | 9,650,250 |
SUMMARY OF SIGNIFICANT ACCOUN_6
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Summary of Basic and Diluted Net Income (Loss) Per Share (Detail) - USD ($) | 10 Months Ended | 12 Months Ended | |
Oct. 21, 2021 | Dec. 31, 2021 | Dec. 31, 2022 | |
Temporary Equity [Line Items] | |||
Gross proceeds from IPO | $ 115,000,000 | $ 0 | |
Less: Proceeds allocated to Public Warrants | (1,380,000) | ||
Less: Class A ordinary share issuance costs | $ (6,061,368) | (6,309,800) | |
Plus: Accretion of carrying value to redemption value | 8,839,800 | ||
Remeasurement to common stock subject to possible redemption amount | 2,242,240 | ||
Class A common shares subject to redemption | $ 116,150,000 | $ 118,392,240 |
INITIAL PUBLIC OFFERING - Addit
INITIAL PUBLIC OFFERING - Additional Information (Detail) - USD ($) | 10 Months Ended | 12 Months Ended | |
Oct. 21, 2021 | Dec. 31, 2021 | Dec. 31, 2022 | |
Initial Public Offering [Line Items] | |||
Stock issued during period, Shares | 1,500,000 | ||
Proceeds from issuance of warrants | $ 0 | $ 1,150,000 | |
Total Offering costs incurred in Initial public offering | $ 6,061,368 | ||
Underwriting fees | 1,437,500 | ||
Deferred underwriting commissions | 3,737,500 | ||
Other Offering Costs | $ 886,368 | ||
Class of warrant or right, Number of securities called by each warrant or right | 0.1 | ||
Public Warrants [Member] | |||
Initial Public Offering [Line Items] | |||
Class of warrant or right, Exercise price of warrants or rights | $ 11.5 | ||
Common Class A [Member] | |||
Initial Public Offering [Line Items] | |||
Proceeds from issuance of warrants | $ 100,000,000 | ||
Common Class A [Member] | Public Warrants [Member] | |||
Initial Public Offering [Line Items] | |||
Class of warrant or right, Number of securities called by each warrant or right | 1 | ||
IPO [Member] | |||
Initial Public Offering [Line Items] | |||
Stock issued during period, Shares | 11,500,000 | ||
IPO [Member] | Common Class A [Member] | |||
Initial Public Offering [Line Items] | |||
Stock issued during period, Shares | 10,000,000 | 11,500,000 | |
Shares issued, price per share | $ 10 | ||
Over-Allotment Option [Member] | |||
Initial Public Offering [Line Items] | |||
Stock issued during period, Shares | 1,500,000 | ||
Proceeds from issuance of warrants | $ 15,000,000 |
PRIVATE PLACEMENT - Additional
PRIVATE PLACEMENT - Additional Information (Detail) - USD ($) | 1 Months Ended | 10 Months Ended | 12 Months Ended | |||
Jan. 20, 2023 | Oct. 21, 2022 | Oct. 21, 2021 | Oct. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | |
Private Placement [Line Items] | ||||||
Proceeds from issuance of warrants | $ 0 | $ 1,150,000 | ||||
Proceeds from Issuance of Private Placement | $ 3,900,250 | $ 0 | ||||
Number of days warrents are not transferable after initial business combination | 30 days | |||||
Class of warrant or right, Number of securities called by each warrant or right | 0.1 | |||||
Common Class A [Member] | ||||||
Private Placement [Line Items] | ||||||
Proceeds from issuance of warrants | $ 100,000,000 | |||||
Sponsor [Member] | ||||||
Private Placement [Line Items] | ||||||
Proceeds from Issuance of Private Placement | $ 1,150,000 | |||||
Subsequent Event [Member] | ||||||
Private Placement [Line Items] | ||||||
Proceeds from Issuance of Private Placement | $ 1,150,000 | |||||
Private Placement Warrants [Member] | ||||||
Private Placement [Line Items] | ||||||
Class of warrant or right, Exercise price of warrants or rights | $ 11.5 | |||||
Private Placement Warrants [Member] | Sponsor [Member] | ||||||
Private Placement [Line Items] | ||||||
Class of warrants or rights issued during period, Warrants | 1,150,000 | |||||
Warrants issued, price per warrant | $ 1 | |||||
Private Placement Warrants [Member] | Subsequent Event [Member] | ||||||
Private Placement [Line Items] | ||||||
Class of warrants or rights issued during period, Warrants | 1,150,000 | |||||
Warrants issued, price per warrant | $ 1 | |||||
Private Placement [Member] | Common Class A [Member] | ||||||
Private Placement [Line Items] | ||||||
Class of warrant or right, Number of securities called by each warrant or right | 1 | |||||
Private Placement [Member] | Private Placement Warrants [Member] | Sponsor [Member] | ||||||
Private Placement [Line Items] | ||||||
Class of warrants or rights issued during period, Warrants | 3,900,250 | 3,900,250 | ||||
Warrants issued, price per warrant | $ 1 | $ 1 | ||||
Proceeds from issuance of warrants | $ 3,900,250 |
RELATED PARTY TRANSACTIONS - Ad
RELATED PARTY TRANSACTIONS - Additional Information (Detail) - USD ($) | 10 Months Ended | 12 Months Ended | ||||||||
Aug. 02, 2022 | Jun. 16, 2022 | Oct. 21, 2021 | Mar. 27, 2021 | Mar. 11, 2021 | Mar. 08, 2021 | Dec. 31, 2021 | Dec. 31, 2022 | Oct. 19, 2022 | Oct. 31, 2021 | |
Notes payable, Related parties, Current | $ 0 | $ 527,502 | ||||||||
Stock issued during period, Shares | 1,500,000 | |||||||||
IPO [Member] | ||||||||||
Stock issued during period, Shares | 11,500,000 | |||||||||
Working Capital Loans [Member] | Working Capital Warrants [Member] | ||||||||||
Debt instrument, Convertible, Carrying amount of equity component | $ 1,500,000 | |||||||||
Debt instrument, Convertible, Conversion price | $ 1.5 | |||||||||
Caltech Trading Corp [Member] | Forward Purchase Units [Member] | IPO [Member] | ||||||||||
Purchase of units issued | 9,000,000 | |||||||||
Purchase of units issued per share | $ 10 | |||||||||
Administrative Service [Member] | ||||||||||
Accrual Expense | $ 30,000 | $ 0 | ||||||||
Sponsor [Member] | Unsecured Promissory Note [Member] | ||||||||||
Debt instrument, Face amount | $ 400,000 | $ 300,000 | ||||||||
Notes payable, Related parties, Current | $ 141,768 | |||||||||
Sponsor [Member] | General And Administrative Services [Member] | ||||||||||
Related party transaction, Amount of transaction | 5,000 | |||||||||
Sponsor [Member] | Working Capital Loans [Member] | ||||||||||
Bank Overdrafts | 0 | 0 | ||||||||
Sponsor [Member] | June 2022 Note [Member] | ||||||||||
Debt instrument, Face amount | $ 20,000 | |||||||||
Debt instrument maturity date | May 15, 2023 | |||||||||
Due to Related party | 19,957 | |||||||||
Sponsor [Member] | August 2022 Note [Member] | ||||||||||
Debt instrument, Face amount | $ 200,000 | |||||||||
Debt instrument maturity date | Feb. 02, 2023 | |||||||||
Due to Related party | 200,000 | |||||||||
Debt Instrument, Interest Rate, Stated Percentage | 9% | |||||||||
Sponsor [Member] | August 2022 Note [Member] | Accrued Interest [Member] | ||||||||||
Due to Related party | 7,545 | |||||||||
Sponsor [Member] | Administrative Service [Member] | ||||||||||
Related party transaction, Amount of transaction | 20,000 | $ 30,000 | ||||||||
Sponsor And Initial Stockholders [Member] | Common Stock [Member] | ||||||||||
Sale of Stock, Percentage of Ownership after Transaction | 20% | |||||||||
Representative [Member] | Minimum [Member] | ||||||||||
Liquidation rights waived On Failure Of Business Combination | 12 months | |||||||||
Representative [Member] | Maximum [Member] | ||||||||||
Liquidation rights waived On Failure Of Business Combination | 18 months | |||||||||
Common Class B [Member] | ||||||||||
Stock issued during period, Value, Issued for services | $ 25,000 | |||||||||
Common Class B [Member] | Common Stock [Member] | ||||||||||
Stock issued during period, Shares, Issued for services | 2,875,000 | |||||||||
Stock issued during period, Value, Issued for services | $ 288 | |||||||||
Common Class B [Member] | Sponsor [Member] | ||||||||||
Stock issued during period, Shares, Issued for services | 2,875,000 | |||||||||
Stock issued during period, Value, Issued for services | $ 25,000 | |||||||||
Shares are subject to forfeiture | 375,000 | |||||||||
Percentage of common stock issued and outstanding | 20% | |||||||||
Common Class B [Member] | Sponsor [Member] | Jenny Junkeer Chief Financial Officer [Member] | ||||||||||
Sale of stock, Number of shares issued in transaction | 15,000 | |||||||||
Sale of stock, Price per share | $ 0.009 | |||||||||
Common Class B [Member] | Sponsor [Member] | Michael Tomczyk Independent Director [Member] | ||||||||||
Sale of stock, Number of shares issued in transaction | 10,000 | |||||||||
Sale of stock, Price per share | $ 0.009 | |||||||||
Common Class B [Member] | Sponsor [Member] | Robin Meister Independent Director [Member] | ||||||||||
Sale of stock, Number of shares issued in transaction | 10,000 | |||||||||
Sale of stock, Price per share | $ 0.009 | |||||||||
Common Class B [Member] | Sponsor [Member] | Lynn Perkins Independent Director [Member] | ||||||||||
Sale of stock, Number of shares issued in transaction | 10,000 | |||||||||
Sale of stock, Price per share | $ 0.009 | |||||||||
Common Class B [Member] | Sponsor [Member] | ARC Capita [Member] | ||||||||||
Sale of stock, Number of shares issued in transaction | 50,000 | |||||||||
Sale of stock, Price per share | $ 0.009 | |||||||||
Common Class B [Member] | Initial Stockholders [Member] | Restriction On Transfer [Member] | ||||||||||
Percentage of shares subject to lock in | 50% | |||||||||
Lock in period for shares | 6 months | |||||||||
Number of trading days for determining the share price | 20 days | |||||||||
Number of consecutive trading days for determining the share price | 30 days | |||||||||
Percentage of shares subject to lock in, Remaining shares | 50% | |||||||||
Lock in period for remaining shares | 6 months | |||||||||
Common Class B [Member] | Initial Stockholders [Member] | Restriction On Transfer [Member] | Share Price Equals Or Exceeds Twelve USD [Member] | ||||||||||
Share price | $ 12 | |||||||||
Representative Shares [Member] | ||||||||||
Stock issued during period, Shares | 57,500 |
COMMITMENTS AND CONTINGENCIES -
COMMITMENTS AND CONTINGENCIES - Additional Information (Detail) | 12 Months Ended | |||||
Dec. 20, 2022 USD ($) | Oct. 21, 2021 USD ($) shares | Oct. 18, 2021 Demand | Dec. 31, 2022 USD ($) $ / shares shares | Dec. 12, 2022 USD ($) | Oct. 31, 2021 | |
Commitments And Contingencies [Line Items] | ||||||
Number of months from closing of a business combination determing ending period | 12 months | |||||
Threshold years from the effective date of the registration statement determining right of first refusal | 3 years | |||||
Stock Issued During Period, Shares, New Issues | shares | 1,500,000 | |||||
Deferred underwriting commissions | $ 3,737,500 | |||||
Underwriting fees | $ 1,437,500 | |||||
Percentage Of Underwriting Discount | 1.25% | |||||
Percentage Of Deferred Underwriting Discount | 3.25% | |||||
Description of expiration of restriction | twenty trading days within any thirty-trading day period commencing at least 150 days after the Effective Time. | |||||
Description of share transfer in lock up agreements | stockholders and employees have further agreed not to Transfer more than 200,000 Shares during any three-month period until the three-year anniversary of the Effective Date and not to Transfer more than 1,000,000 Shares during a further period thereafter, in each case subject to Permitted Transfers and the termination of restrictions upon expiration or termination of the applicable lock-up agreement. | |||||
FEXD Sponsor [Member] | ||||||
Commitments And Contingencies [Line Items] | ||||||
Number of months of cliff vesting period | 12 months | |||||
De SPAC Service agreement [Member] | Service Compensation Provided form Monetary [Member] | ||||||
Commitments And Contingencies [Line Items] | ||||||
Other commitment | $ 90,000 | |||||
De SPAC Service agreement [Member] | Service Compensation Provided form Shares [Member] | ||||||
Commitments And Contingencies [Line Items] | ||||||
Other commitment | $ 22,500 | |||||
Chief Marketing Officer [Member] | FEXD Sponsor [Member] | ||||||
Commitments And Contingencies [Line Items] | ||||||
Officer compensation | $ 400,000 | |||||
Stock Issued During Period, Value, Issued for Services | 200,000 | |||||
Performance bonus | 150,000 | |||||
Guaranteed performance bonus | 15,000 | |||||
Chief Marketing Officer [Member] | Fama Financial Services [Member] | ||||||
Commitments And Contingencies [Line Items] | ||||||
Officer compensation | 500,000 | |||||
Stock Issued During Period, Value, Issued for Services | $ 50,000 | |||||
Number of months of cliff vesting period | 12 months | |||||
Percentage of cash bonus at the end of first year | 30% | |||||
Percentage of cash bonus at the end of second year | 20% | |||||
Percentage of cash bonus at the end of third year | 15% | |||||
Target bonus rate based on prevailing salary | 200% | |||||
Rana Business Combination Agreement [Member] | ||||||
Commitments And Contingencies [Line Items] | ||||||
Business Combination Of Adjustments Of An Escrow Amount | $ 5,711,662 | |||||
Payments To Acquire Businesses Gross | 7,800,000 | |||||
Afinoz Business Combination Agreement [Member] | ||||||
Commitments And Contingencies [Line Items] | ||||||
Business Combination Of Adjustments Of An Escrow Amount | 700,000 | |||||
Payments To Acquire Businesses Gross | $ 5,000,000 | |||||
New Acquiror Class A Common Stock [Member] | ||||||
Commitments And Contingencies [Line Items] | ||||||
Common Stock, Voting Rights | one | |||||
Common Stock, Par or Stated Value Per Share | $ / shares | $ 0.0001 | |||||
New Acquiror Class A Common Stock [Member] | Rana Business Combination Agreement [Member] | ||||||
Commitments And Contingencies [Line Items] | ||||||
Business Acquisition Equity Interests Issued Or Issuable Number Of Shares Issued | shares | 11,500,000 | |||||
New Acquiror Class A Common Stock [Member] | Afinoz Business Combination Agreement [Member] | ||||||
Commitments And Contingencies [Line Items] | ||||||
Business Acquisition Equity Interests Issued Or Issuable Number Of Shares Issued | shares | 7,020,000 | |||||
New Acquiror Class A Common Stock [Member] | Rana and Afinoz Business Combination Agreement [Member] | Share Price Equal To or Exceeds Twelve Point Zero Zero [Member] | ||||||
Commitments And Contingencies [Line Items] | ||||||
Sale of Stock, Price Per Share | $ / shares | $ 12 | |||||
Registration Rights [Member] | ||||||
Commitments And Contingencies [Line Items] | ||||||
Number of demands that can be made | Demand | 2 | |||||
Period beginning on the effective date of the initial public offering during which demand registration can be made | 5 years | |||||
Commencing period determining registration rights exercise | 3 months | |||||
Period beginning on the effective date of the initial public offering during which participation take place | 7 years |
DERIVATIVE FINANCIAL INSTRUME_2
DERIVATIVE FINANCIAL INSTRUMENTS - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | ||
Mar. 05, 2021 | Dec. 31, 2022 | Jul. 16, 2021 | |
Derivative [Line Items] | |||
Minimum notice period to be given to the holders of warrant prior to redemption | 30 days | ||
Caltech Trading [Member] | Forward Purchase Units [Member] | Forward Purchase Agreement [Member] | |||
Derivative [Line Items] | |||
Price per unit to be issued pursuant to agreement | $ 10 | ||
Caltech Trading [Member] | Minimum [Member] | Forward Purchase Units [Member] | Forward Purchase Agreement [Member] | |||
Derivative [Line Items] | |||
Number of units to be issued pursuant to agreement | 8,000,000 | ||
Units To Be Issued Pursuant To Agreement Value | $ 80 | ||
Caltech Trading [Member] | Maximum [Member] | Forward Purchase Units [Member] | Forward Purchase Agreement [Member] | |||
Derivative [Line Items] | |||
Number of units to be issued pursuant to agreement | 9,000,000 | ||
Units To Be Issued Pursuant To Agreement Value | $ 90 | ||
Public Warrants [Member] | |||
Derivative [Line Items] | |||
Class of warrants or rights period after which the warrants are excercisable from the date of consummation of business combination | 30 days | ||
Percentage of warrants to be settled in shares for the price of warrants to be reduced | 70% | ||
Class of warrants or rights warrants issued during the period units | 9,650,250 | ||
Public Warrants [Member] | Prospective Redemption Of Warrants [Member] | |||
Derivative [Line Items] | |||
Class of warrants or rights term | 5 years | ||
Shares issued, price per share | $ 11.5 | ||
Percentage of proceeds from equity issuance to be used for consummating business combination | 60% | ||
Consecutive trading day period for determining the volume weighted average price per share | 10 days | ||
Weighted volume average price per share | $ 9.2 | ||
Adjusted exercise price of warrants percentage | 115% | ||
Adjusted share price percentage | 180% | ||
Public Warrants [Member] | Prospective Redemption Of Warrants [Member] | Share Price Trigerring Redemption Of Warrants One [Member] | |||
Derivative [Line Items] | |||
Share Price | $ 18 | ||
Class of warrants or rights redemption price per warrant | $ 0.01 | ||
Number of trading days for determining the share price | 20 days | ||
Number of consecutive trading days for determining the share price | 30 days | ||
Public Warrants [Member] | Prospective Redemption Of Warrants [Member] | Share Price Trigerring Redemption Of Warrants Two [Member] | |||
Derivative [Line Items] | |||
Share Price | $ 10 | ||
Private Placement Warrants [Member] | |||
Derivative [Line Items] | |||
Class of warrants or rights lock in period | 30 days | ||
Class of warrants or rights warrants issued during the period units | 1,150,000 | ||
Common Class A [Member] | Public Warrants [Member] | |||
Derivative [Line Items] | |||
Period within which registration statement shall be filed with securities exchange commission from the date of consummation of initial business combination | 20 days | ||
Period within which registration statement shall be effective with securities exchange commission from the date of consummation of initial business combination | 60 days |
FAIR VALUE OF FINANCIAL INSTR_3
FAIR VALUE OF FINANCIAL INSTRUMENTS - Schedule of Assets and Liabilities Measured at Fair Value on a Recurring Basis (Detail) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 | Mar. 04, 2021 |
Fair Value, Inputs, Level 3 [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Financial Liabilities Fair Value Disclosure | $ 285,567 | $ 5,433,006 | $ 0 |
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 1 [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Financial Liabilities Fair Value Disclosure | 402,500 | 0 | |
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 2 [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Financial Liabilities Fair Value Disclosure | 353,518 | 0 | |
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 3 [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Financial Liabilities Fair Value Disclosure | 285,567 | 5,433,006 | |
Public Warrants [Member] | Fair Value, Recurring [Member] | Fair Value, Inputs, Level 1 [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Financial Liabilities Fair Value Disclosure | 402,500 | 0 | |
Public Warrants [Member] | Fair Value, Recurring [Member] | Fair Value, Inputs, Level 2 [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Financial Liabilities Fair Value Disclosure | 0 | 0 | |
Public Warrants [Member] | Fair Value, Recurring [Member] | Fair Value, Inputs, Level 3 [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Financial Liabilities Fair Value Disclosure | 0 | 2,185,000 | |
Private Placement Warrants [Member] | Fair Value, Recurring [Member] | Fair Value, Inputs, Level 1 [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Financial Liabilities Fair Value Disclosure | 0 | 0 | |
Private Placement Warrants [Member] | Fair Value, Recurring [Member] | Fair Value, Inputs, Level 2 [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Financial Liabilities Fair Value Disclosure | 353,518 | 0 | |
Private Placement Warrants [Member] | Fair Value, Recurring [Member] | Fair Value, Inputs, Level 3 [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Financial Liabilities Fair Value Disclosure | 0 | 1,521,098 | |
Forward Purchase Agreement Liability [Member] | Fair Value, Recurring [Member] | Fair Value, Inputs, Level 1 [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Financial Liabilities Fair Value Disclosure | 0 | 0 | |
Forward Purchase Agreement Liability [Member] | Fair Value, Recurring [Member] | Fair Value, Inputs, Level 2 [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Financial Liabilities Fair Value Disclosure | 0 | 0 | |
Forward Purchase Agreement Liability [Member] | Fair Value, Recurring [Member] | Fair Value, Inputs, Level 3 [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Financial Liabilities Fair Value Disclosure | $ 285,567 | $ 1,726,908 |
FAIR VALUE OF FINANCIAL INSTR_4
FAIR VALUE OF FINANCIAL INSTRUMENTS - Schedule of Fair Value of Derivative Liabilities Measured on Recurring Basis (Detail) - Fair Value, Inputs, Level 3 [Member] - USD ($) | 10 Months Ended | 12 Months Ended |
Dec. 31, 2021 | Dec. 31, 2022 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative liabilities – level 3, at March 5, 2021 (inception) | $ 0 | $ 5,433,006 |
Issuance of public warrants, private placement warrants, forward purchase agreement – level 3 | 3,894,740 | |
Change in fair value | 1,538,266 | (1,441,341) |
Derivative liabilities - ending balance | $ 5,433,006 | 285,567 |
Public Warrants [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Transfer of public warrants to level 1 measurement | (2,185,000) | |
Private Placement Warrants [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Transfer of private placement warrants to level 2 measurement | $ (1,521,098) |
FAIR VALUE OF FINANCIAL INSTR_5
FAIR VALUE OF FINANCIAL INSTRUMENTS - Summary of Significant Inputs to the Black-Scholes Option Pricing Model for the Fair Value of the Founder Warrants (Detail) | Dec. 31, 2022 yr | Dec. 31, 2021 yr | Oct. 21, 2021 yr |
Exercise price [Member] | Public Warrants [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants and Rights Outstanding, Measurement Input | 11.5 | 11.5 | 11.5 |
Exercise price [Member] | Private Placement Warrants [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants and Rights Outstanding, Measurement Input | 11.5 | 11.5 | 11.5 |
Exercise price [Member] | Forward Purchase Units [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants and Rights Outstanding, Measurement Input | 10 | 10 | 10 |
Volatility [Member] | Public Warrants [Member] | Postmerger [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants and Rights Outstanding, Measurement Input | 4.6 | 8.4 | 6.5 |
Volatility [Member] | Private Placement Warrants [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants and Rights Outstanding, Measurement Input | 4.6 | 8.4 | 6.5 |
Volatility [Member] | Forward Purchase Units [Member] | Postmerger [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants and Rights Outstanding, Measurement Input | 5.2 | 8.4 | 6.5 |
Expected term [Member] | Public Warrants [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants and Rights Outstanding, Measurement Input | 5.06 | 5.56 | 5.75 |
Expected term [Member] | Private Placement Warrants [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants and Rights Outstanding, Measurement Input | 5.06 | 5.56 | 5.75 |
Expected term [Member] | Forward Purchase Units [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants and Rights Outstanding, Measurement Input | 0.06 | 0.56 | 0.75 |
Risk-free rate [Member] | Public Warrants [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants and Rights Outstanding, Measurement Input | 3.91 | 1.3 | 1.33 |
Risk-free rate [Member] | Private Placement Warrants [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants and Rights Outstanding, Measurement Input | 3.91 | 1.3 | 1.33 |
Risk-free rate [Member] | Forward Purchase Units [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants and Rights Outstanding, Measurement Input | 4.04 | 0.21 | 0.09 |
Probability of acquisition [Member] | Public Warrants [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants and Rights Outstanding, Measurement Input | 7.5 | 100 | 100 |
Probability of acquisition [Member] | Private Placement Warrants [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants and Rights Outstanding, Measurement Input | 7.5 | 100 | 100 |
Probability of acquisition [Member] | Forward Purchase Units [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants and Rights Outstanding, Measurement Input | 7.5 | 100 | 100 |
Dividend yield [Member] | Public Warrants [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants and Rights Outstanding, Measurement Input | 0 | 0 | 0 |
Dividend yield [Member] | Private Placement Warrants [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants and Rights Outstanding, Measurement Input | 0 | 0 | 0 |
Dividend yield [Member] | Forward Purchase Units [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants and Rights Outstanding, Measurement Input | 0 | 0 | 0 |
FAIR VALUE OF FINANCIAL INSTR_6
FAIR VALUE OF FINANCIAL INSTRUMENTS - Summary of Changes in the Fair Value of the Company's Level 3 Financial Instruments that are Measured at Fair Value (Detail) - USD ($) | 10 Months Ended | 12 Months Ended |
Dec. 31, 2021 | Dec. 31, 2022 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Fair Value, Liability, Recurring Basis, Unobservable Input Reconciliation, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration] | Operating Expenses | |
Private Placement Warrants [Member] | IPO [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Fair value as of March 5, 2021 (inception) | $ 0 | $ 1,521,098 |
Issuance of Warrants | 1,014,065 | 80,500 |
Signing of Forward Purchase Agreement upon IPO | 0 | |
Change in fair value | 507,033 | (1,248,080) |
Fair value , ending balance | 1,521,098 | 353,518 |
Public Warrants [Member] | IPO [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Fair value as of March 5, 2021 (inception) | 0 | 2,185,000 |
Issuance of Warrants | 1,380,000 | 0 |
Signing of Forward Purchase Agreement upon IPO | 0 | |
Change in fair value | 805,000 | (1,782,500) |
Fair value , ending balance | 2,185,000 | 402,500 |
Warrant [Member] | IPO [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Fair value as of March 5, 2021 (inception) | 0 | 3,706,098 |
Issuance of Warrants | 2,394,065 | 80,500 |
Signing of Forward Purchase Agreement upon IPO | 0 | |
Change in fair value | 1,312,033 | (3,030,580) |
Fair value , ending balance | 3,706,098 | 756,018 |
Forward Purchase Units [Member] | IPO [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Fair value as of March 5, 2021 (inception) | 0 | 1,726,908 |
Issuance of Warrants | 0 | 0 |
Signing of Forward Purchase Agreement upon IPO | 1,500,675 | |
Change in fair value | 226,233 | (1,441,341) |
Fair value , ending balance | $ 1,726,908 | $ 285,567 |
STOCKHOLDERS' EQUITY - Addition
STOCKHOLDERS' EQUITY - Additional information (Detail) - $ / shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Class of Stock [Line Items] | ||
Preferred Stock, Shares Authorized | 1,000,000 | 1,000,000 |
Preferred Stock, Shares Issued | 0 | 0 |
Preferred Stock, Shares Outstanding | 0 | 0 |
Preferred Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 |
Number Of Shares Entitles For Each Right Held | one-tenth (1/10) | |
Common Class A [Member] | ||
Class of Stock [Line Items] | ||
Common Stock, Shares Authorized | 200,000,000 | 200,000,000 |
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 |
Common Stock, Voting Rights | one | |
Common Stock, Shares, Issued | 57,500 | 57,500 |
Common Stock, Shares, Outstanding | 57,500 | 57,500 |
Common Class B [Member] | ||
Class of Stock [Line Items] | ||
Common Stock, Shares Authorized | 20,000,000 | 20,000,000 |
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 |
Common Stock, Voting Rights | one | |
Common Stock, Shares, Issued | 2,875,000 | 2,875,000 |
Common Stock, Shares, Outstanding | 2,875,000 | 2,875,000 |
INCOME TAX - Summary of Net Def
INCOME TAX - Summary of Net Deferred Tax Assets (Detail) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Deferred tax asset | ||
Start-up costs | $ 187,396 | $ 29,691 |
Net operating loss | 0 | 21,704 |
Total deferred tax asset | 187,396 | 50,765 |
Valuation allowance | (187,396) | (50,765) |
Deferred tax asset, net of allowance | $ 0 | $ 0 |
INCOME TAX - Summary of Income
INCOME TAX - Summary of Income Tax Provision (Detail) - USD ($) | 10 Months Ended | 12 Months Ended |
Dec. 31, 2021 | Dec. 31, 2022 | |
Federal | ||
Current | $ 0 | $ 290,342 |
Deferred | (50,765) | (136,631) |
State | ||
Current | 0 | 0 |
Deferred | 0 | 0 |
Change in valuation allowance | 50,765 | 136,631 |
Income tax provision | $ 0 | $ 290,342 |
INCOME TAX - Summary of Effecti
INCOME TAX - Summary of Effective Income Tax Rate Reconciliation (Detail) | 10 Months Ended | 12 Months Ended |
Dec. 31, 2021 | Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | ||
Statutory federal income tax rate | 21% | 21% |
Transaction costs associated with the Initial Public Offering | (1.00%) | 6% |
Change in fair value of warrant liabilities and forward purchase agreement | (17.00%) | (23.00%) |
Change in valuation allowance | (3.00%) | 3% |
Income tax provision | 0% | 7% |
INCOME TAX - Additional Informa
INCOME TAX - Additional Information (Detail) - USD ($) | 10 Months Ended | 12 Months Ended |
Dec. 31, 2021 | Dec. 31, 2022 | |
Change in the valuation allowance | $ 50,765 | $ 136,631 |
Domestic Tax Authority [Member] | ||
Net operating loss carryovers | $ 0 |
SUBSEQUENT EVENTS - Additional
SUBSEQUENT EVENTS - Additional information (Detail) - USD ($) | 10 Months Ended | 12 Months Ended | ||
Apr. 20, 2023 | Jan. 20, 2023 | Dec. 31, 2021 | Dec. 31, 2022 | |
Subsequent Event [Line Items] | ||||
Proceeds from Issuance of Private Placement | $ 3,900,250 | $ 0 | ||
January 2023 Promissory Note [Member] | FEXD Sponsor [Member] | ||||
Subsequent Event [Line Items] | ||||
Debt instrument, Face amount | $ 200,000 | |||
Subsequent Event [Member] | ||||
Subsequent Event [Line Items] | ||||
Proceeds from Issuance of Private Placement | $ 1,150,000 | |||
Temporary equity stock redeemed during the period shares | 7,527,997 | |||
Cash withdrawn from Trust Account per share for redemption of shares | $ 10.48 | |||
Cash withdrawn from Trust Account for redemption of shares | $ 78,893,408.56 | |||
Subsequent Event [Member] | Private Placement Warrants [Member] | ||||
Subsequent Event [Line Items] | ||||
Class of warrants or rights issued during period, Warrants | 1,150,000 | |||
Warrants issued, Price per warrant | $ 1 |