Document And Entity Information
Document And Entity Information | 6 Months Ended |
Jun. 30, 2023 | |
Document Information Line Items | |
Entity Registrant Name | FINTECH ECOSYSTEM DEVELOPMENT CORP. |
Document Type | S-4/A |
Amendment Flag | true |
Amendment Description | Amendment No. 1 |
Entity Central Index Key | 0001852407 |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | true |
Entity Ex Transition Period | false |
Entity Incorporation, State or Country Code | DE |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Current Assets: | |||
Cash | $ 1,025 | $ 10,335 | $ 612,750 |
Prepaid expenses | 39,854 | 38,951 | 86,557 |
Total Current Assets | 40,879 | 49,286 | 699,307 |
Long-term prepaid expenses | 38,633 | ||
Investments held in trust account | 42,583,196 | 118,985,048 | 116,152,113 |
Total Assets | 42,624,075 | 119,034,334 | 116,890,053 |
Current Liabilities: | |||
Accounts payable and accrued liabilities | 1,569,744 | 990,605 | 179,371 |
Income tax payable | 718,813 | 290,342 | |
Excise tax payable | 789,396 | ||
Promissory notes and working capital loans from related parties | 706,957 | 519,957 | |
Accrued interest – related parties | 1,918 | 7,545 | |
Total Current Liabilities | 3,786,828 | 1,808,449 | 179,371 |
Long Term Liabilities: | |||
Derivative forward purchase liability | 123,287 | 285,567 | 1,726,908 |
Derivative warrant liability | 239,005 | 756,018 | 3,706,098 |
Deferred underwriter fee payable | 3,737,500 | 3,737,500 | 3,737,500 |
Total Liabilities | 7,886,620 | 6,587,534 | 9,349,877 |
Commitments and Contingencies (Note 6) | |||
Class A common stock subject to possible redemption | 41,557,941 | 118,392,240 | 116,150,000 |
Stockholders’ Deficit: | |||
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | |||
Common stock | 6 | 6 | 6 |
Common stock | 288 | 288 | 288 |
Additional paid-in capital | |||
Accumulated deficit | (6,820,780) | (5,945,734) | (8,610,118) |
Total Stockholders’ Deficit | (6,820,486) | (5,945,440) | (8,609,824) |
Total Liabilities, Common Stock Subject to Possible Redemption and Stockholders’ Deficit | $ 42,624,075 | 119,034,334 | 116,890,053 |
Previously Reported | |||
Current Liabilities: | |||
Promissory notes from related parties | $ 527,502 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parentheticals) - $ / shares | Jun. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Common stock subject to possible redemption per share (in Dollars per share) | $ 10.1 | $ 10.1 | |
Preferred stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | |||
Preferred stock, shares outstanding | |||
Class A Common Stock | |||
Temporary equity shares at redemption value | 3,972,003 | 11,500,000 | 11,500,000 |
Common stock subject to possible redemption per share (in Dollars per share) | $ 10.46 | $ 10.29 | |
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 200,000,000 | 200,000,000 | 200,000,000 |
Common stock, shares issued | 57,500 | 57,500 | 57,500 |
Common stock, shares outstanding | 57,500 | 57,500 | 57,500 |
Class B Common Stock | |||
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 20,000,000 | 20,000,000 | 20,000,000 |
Common stock, shares issued | 2,875,000 | 2,875,000 | 2,875,000 |
Common stock, shares outstanding | 2,875,000 | 2,875,000 | 2,875,000 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | 10 Months Ended | 12 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | |
Operating expenses: | ||||||
Formation and operating expenses | $ 1,667,031 | $ 324,041 | $ 2,283,771 | $ 529,984 | $ 243,849 | $ 2,027,390 |
Total operating expenses | 1,667,031 | 324,041 | 2,283,771 | 529,984 | 243,849 | 2,027,390 |
Other income (expense) | ||||||
Interest expense | (16,212) | (27,120) | ||||
Income from investments held in trust account | 871,211 | 156,845 | 2,140,337 | 168,541 | 2,113 | 1,682,935 |
Change in fair value of derivative forward purchase liability | 167,724 | 110,823 | 162,280 | (50,208) | (226,233) | 1,441,341 |
Offering costs associated with derivative warrant liabilities | (102,600) | |||||
Change in fair value of derivative warrant liabilities | 239,005 | 876,323 | 551,513 | 2,585,063 | (1,312,034) | 3,030,580 |
Total other income (expense), net | 1,261,728 | 1,143,991 | 2,827,010 | 2,703,396 | (1,638,754) | 6,154,856 |
(Loss) income before income taxes | (405,303) | 819,950 | 543,239 | 2,173,412 | (1,882,603) | 4,127,466 |
Income tax expense | 172,455 | 428,471 | 290,342 | |||
Net (loss) income | $ (577,758) | $ 819,950 | $ 114,768 | $ 2,173,412 | $ (1,882,603) | $ 3,837,124 |
Class A | ||||||
Net (loss) income per common share | ||||||
Net (loss) income per common share Basic (in Dollars per share) | $ (0.06) | $ 0.06 | $ 0.01 | $ 0.15 | $ (0.34) | $ 0.27 |
Net (loss) income per common share Diluted (in Dollars per share) | $ (0.06) | $ 0.06 | $ 0.01 | $ 0.15 | $ (0.34) | $ 0.27 |
Weighted average common shares outstanding | ||||||
Weighted average number of common share Basic (in Shares) | 6,759,436 | 11,557,500 | 9,145,214 | 11,557,500 | 2,726,188 | 11,557,500 |
Diluted net income (loss) per share (in Shares) | 6,759,436 | 11,557,500 | 9,145,214 | 11,557,500 | 2,726,188 | 11,557,500 |
Class B | ||||||
Net (loss) income per common share | ||||||
Net (loss) income per common share Basic (in Dollars per share) | $ (0.06) | $ 0.06 | $ 0.01 | $ 0.15 | $ (0.34) | $ 0.27 |
Net (loss) income per common share Diluted (in Dollars per share) | $ (0.06) | $ 0.06 | $ 0.01 | $ 0.15 | $ (0.34) | $ 0.27 |
Weighted average common shares outstanding | ||||||
Weighted average number of common share Basic (in Shares) | 2,875,000 | 2,875,000 | 2,875,000 | 2,875,000 | 2,875,000 | 2,875,000 |
Diluted net income (loss) per share (in Shares) | 2,875,000 | 2,875,000 | 2,875,000 | 2,875,000 | 2,875,000 | 2,875,000 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Operations (Unaudited) (Parentheticals) - $ / shares | 3 Months Ended | 6 Months Ended | 10 Months Ended | 12 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | |
Class A | ||||||
Diluted net income (loss) per share | $ (0.06) | $ 0.06 | $ 0.01 | $ 0.15 | $ (0.34) | $ 0.27 |
Weighted average number of common share-diluted | 2,726,188 | 11,557,500 | ||||
Class B | ||||||
Diluted net income (loss) per share | $ (0.06) | $ 0.06 | $ 0.01 | $ 0.15 | $ (0.34) | $ 0.27 |
Weighted average number of common share-diluted | 2,875,000 | 2,875,000 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Changes in Stockholders’ Deficit (Unaudited) - USD ($) | Class A Common Stock | Class A | Class B Common Stock | Class B | Additional Paid-in Capital | Accumulated deficit | Total |
Balance at Mar. 05, 2021 | |||||||
Balance (in Shares) at Mar. 05, 2021 | |||||||
Share issuance – Class A (in Shares) | 57,500 | ||||||
Share issuance – Class A | $ 6 | 351,032 | 351,038 | ||||
Share issuance – Class B (in Shares) | 2,875,000 | ||||||
Share issuance – Class B | $ 288 | 24,712 | 25,000 | ||||
Net income (loss) | (1,882,603) | (1,882,603) | |||||
Sale of Private Placement Warrants | 2,886,185 | 2,886,185 | |||||
Accretion of Class A common stock subject to possible redemption amount | (3,261,929) | (6,727,515) | (9,989,444) | ||||
Balance at Dec. 31, 2021 | $ 6 | $ 288 | (8,610,118) | (8,609,824) | |||
Balance (in Shares) at Dec. 31, 2021 | 57,500 | 57,500 | 2,875,000 | 2,875,000 | |||
Net income (loss) | 1,353,462 | 1,353,462 | |||||
Balance at Mar. 31, 2022 | $ 6 | $ 288 | (7,256,656) | (7,256,362) | |||
Balance (in Shares) at Mar. 31, 2022 | 57,500 | 2,875,000 | |||||
Balance at Dec. 31, 2021 | $ 6 | $ 288 | (8,610,118) | (8,609,824) | |||
Balance (in Shares) at Dec. 31, 2021 | 57,500 | 57,500 | 2,875,000 | 2,875,000 | |||
Net income (loss) | 2,173,412 | ||||||
Balance at Jun. 30, 2022 | $ 6 | $ 288 | (6,436,706) | (6,436,412) | |||
Balance (in Shares) at Jun. 30, 2022 | 57,500 | 2,875,000 | |||||
Balance at Dec. 31, 2021 | $ 6 | $ 288 | (8,610,118) | (8,609,824) | |||
Balance (in Shares) at Dec. 31, 2021 | 57,500 | 57,500 | 2,875,000 | 2,875,000 | |||
Net income (loss) | 3,837,124 | 3,837,124 | |||||
Remeasurement of Class A common stock subject to possible redemption | (1,069,500) | (1,172,740) | (2,242,240) | ||||
Sale of Private Placement Warrants | 1,069,500 | 1,069,500 | |||||
Accretion of Class A common stock subject to possible redemption amount | (2,242,240) | ||||||
Balance at Dec. 31, 2022 | $ 6 | $ 288 | (5,945,734) | (5,945,440) | |||
Balance (in Shares) at Dec. 31, 2022 | 57,500 | 57,500 | 2,875,000 | 2,875,000 | |||
Balance at Mar. 31, 2022 | $ 6 | $ 288 | (7,256,656) | (7,256,362) | |||
Balance (in Shares) at Mar. 31, 2022 | 57,500 | 2,875,000 | |||||
Net income (loss) | 819,950 | 819,950 | |||||
Balance at Jun. 30, 2022 | $ 6 | $ 288 | (6,436,706) | (6,436,412) | |||
Balance (in Shares) at Jun. 30, 2022 | 57,500 | 2,875,000 | |||||
Balance at Dec. 31, 2022 | $ 6 | $ 288 | (5,945,734) | (5,945,440) | |||
Balance (in Shares) at Dec. 31, 2022 | 57,500 | 57,500 | 2,875,000 | 2,875,000 | |||
Net income (loss) | 692,526 | 692,526 | |||||
Remeasurement of Class A common stock subject to possible redemption | (1,115,500) | (1,126,705) | (2,242,205) | ||||
Sale of Private Placement Warrants | 1,115,500 | 1,115,500 | |||||
Accretion of Class A common stock subject to possible redemption amount | (2,242,205) | ||||||
Balance at Mar. 31, 2023 | $ 6 | $ 288 | (6,379,913) | (6,379,619) | |||
Balance (in Shares) at Mar. 31, 2023 | 57,500 | 2,875,000 | |||||
Balance at Dec. 31, 2022 | $ 6 | $ 288 | (5,945,734) | (5,945,440) | |||
Balance (in Shares) at Dec. 31, 2022 | 57,500 | 57,500 | 2,875,000 | 2,875,000 | |||
Net income (loss) | 114,768 | ||||||
Balance at Jun. 30, 2023 | $ 6 | $ 288 | (6,820,780) | (6,820,486) | |||
Balance (in Shares) at Jun. 30, 2023 | 57,500 | 57,500 | 2,875,000 | 2,875,000 | |||
Balance at Mar. 31, 2023 | $ 6 | $ 288 | (6,379,913) | (6,379,619) | |||
Balance (in Shares) at Mar. 31, 2023 | 57,500 | 2,875,000 | |||||
Net income (loss) | (577,758) | (577,758) | |||||
Remeasurement of Class A common stock subject to possible redemption | 136,891 | 136,891 | |||||
Accretion of Class A common stock subject to possible redemption amount | 136,891 | ||||||
Balance at Jun. 30, 2023 | $ 6 | $ 288 | $ (6,820,780) | $ (6,820,486) | |||
Balance (in Shares) at Jun. 30, 2023 | 57,500 | 57,500 | 2,875,000 | 2,875,000 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 6 Months Ended | 10 Months Ended | 12 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | ||
CASH FLOWS FROM OPERATING ACTIVITIES | |||||
Net income | $ 114,768 | $ 2,173,412 | $ (1,882,603) | $ 3,837,124 | |
Adjustments to reconcile net income to net cash used in operating activities: | |||||
Change in fair value of warrant liabilities | (551,513) | (2,585,063) | 1,312,034 | (3,030,580) | |
Related party promissory note accrued interest | 7,545 | ||||
Offering costs associated with derivative warrant liabilities | 102,600 | ||||
Change in fair value of derivative forward purchase liability | (162,280) | 50,208 | 226,233 | (1,441,341) | |
Income from investments held in trust account | (2,140,337) | (168,541) | (2,113) | (1,682,935) | |
Changes in operating assets and liabilities: | |||||
Prepaid expenses | (903) | 26,693 | (125,190) | 86,239 | |
Accounts payable and accrued liabilities | 579,139 | (110,943) | 179,371 | 811,234 | |
Related party accrued interest | (5,627) | ||||
Income tax payable | 428,471 | 290,342 | |||
Excise tax payable | 789,396 | ||||
Net cash used in operating activities | (948,886) | (614,234) | (189,669) | (1,122,372) | |
CASH FLOWS FROM INVESTING ACTIVITIES | |||||
Cash withdrawal from trust account for redemption of Class A common stock | 78,939,613 | ||||
Cash deposited in trust account | (1,480,000) | (116,150,000) | (1,150,000) | ||
Net cash provided by investing activities | 77,459,613 | (116,150,000) | (1,150,000) | ||
CASH FLOWS FROM FINANCING ACTIVITIES | |||||
Proceeds from issuance of common shares to Sponsor | 25,000 | ||||
Proceeds from issuance of warrants to Sponsor | 1,150,000 | 1,150,000 | |||
Proceeds from promissory notes from related parties | 35,000 | 520,000 | |||
Proceeds from working capital loans and promissory note from related parties | [1] | 437,000 | 20,000 | ||
Repayment of promissory notes | (250,000) | (141,768) | (43) | ||
Proceeds from the Initial Public Offering, gross | 115,000,000 | ||||
Proceeds from private placement | 3,900,250 | ||||
Payment of underwriter commission fee | (1,437,500) | ||||
Payment of offering costs | (428,563) | ||||
Cash distributed to investors for redemption of Class A common stock | (78,939,613) | ||||
Proceeds from sale of investments in trust account | 1,082,576 | ||||
Net cash (used in) provided by financing activities | (76,520,037) | 20,000 | 116,952,419 | 1,669,957 | |
NET DECREASE IN CASH | (9,310) | (594,234) | 612,750 | (602,415) | |
CASH, BEGINNING OF PERIOD | 10,335 | 612,750 | 612,750 | ||
CASH, END OF PERIOD | 1,025 | 18,516 | 612,750 | 10,335 | |
Non-cash – investing and financing activities | |||||
Share issuance obligation | 45,000 | ||||
Offering costs paid by related party under promissory note | 106,768 | ||||
Deferred underwriter commission for the Initial Public Offering | 3,737,500 | ||||
Issuance of Class A shares in connection with Initial Public Offering | 351,038 | ||||
Remeasurement of Class A common stock subject to possible redemption | $ (136,891) | $ 2,242,240 | |||
[1]Due to related party cash inflow of $20,000 presented in operating activities for the six months ended June 30, 2022 has been reclassified to financing activities to conform with the current year’s presentation. |
Description of Organization and
Description of Organization and Business Operations and Going Concern | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Description of Organization and Business Operations and Going Concern [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 March 5, 2021. The Company was formed for the purpose of acquiring, merging with, engaging in capital stock exchange with, purchasing all or substantially all of the assets of, engaging in contractual arrangements, or engaging in any other similar business combination with a single operating entity, or one or more related or unrelated operating entities operating in any sector (“Business Combination”). Although the Company is not limited to a particular industry or geographic region for purposes of consummating a Business Combination, the Company intends to focus on companies in the financial technology development industry. On June 30, 2023, the Company had not yet commenced any operations. All activity through June 30, 2023, 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 -end -stage 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. 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 -allotments 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 Placement”) (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 -7 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 -S99 -10-S99 -in 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 Initial Public 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 -Business distributions upon winding up if a Business Combination is not consummated. However, the Sponsor will be entitled to liquidating distributions from the Trust Account with respect to any Class A Common Shares purchased during or after the Initial Public Offering if the Company fails to complete its Business Combination. The Company previously had 18 months until April 21, 2023, from the effective date of the registration statement to consummate a Business Combination (the “Combination Period”). On April 20, 2023, the Company held a special meeting of stockholders in lieu of its 2023 annual meeting. At the special meeting, the Company’s stockholders approved the extension 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 months, from April 21, 2023, to April 21, 2024, or such earlier date as determined by its board of directors (refer to Note 10). If the Company is unable to complete a Business Combination by April 21, 2024, 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 100% of the outstanding Class A Common Shares, at a per -share 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 -party Business Combinations and Extensions On September 9, 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. 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 if the audited financial statements are not received by April 21, 2023. On May 12, 2023, the Company terminated the business combination agreement. On April 20, 2023, the Company held a special meeting of stockholders in lieu of its 2023 annual meeting. At the special meeting, the Company’s stockholders approved the extension proposal 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. The Company or the Company’s Sponsor deposited $110,000 into the Company’s Trust Account during each of the months of April, May, June and July 2023 to extend the business combination date from April 21, 2023 to August 21, 2023. Liquidity and Capital Resources As of June 30, 2023, the Company had $1,025 in its operating bank account, $42,583,196 investments held in its trust account, and working capital deficit of approximately $3,745,949. 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 June 30, 2023, there was a balance of $17,000 outstanding under Working Capital Loans. 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 4). On January 20, 2023, the Company entered into a $200,000 promissory note with its Sponsor (refer to Note 5). On April 24, 2023, the Company entered into a $110,000 promissory note with its Sponsor (refer to Note 5). On June 21, 2023, the Company entered into a $127,000 promissory note with its Sponsor (refer to Note 5). On July 18, 2023, the Company entered into a $120,000 promissory note with its Sponsor (refer to Note 10). 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. In addition, the Company, Company’s Sponsor or its designees will deposit $110,000 into the Company’s trust accounts upon the request of the Company in order to extend the liquidation date on a monthly basis until April 21, 2024. 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 which case the Company may issue additional securities or incur debt in connection with such Initial Business Combination. The Company’s Sponsor, officers and directors may, but are not obligated to, loan the Company funds from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s working capital needs. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern. The condensed consolidated financial statements do not include any adjustments that might result from the Company’s inability to continue as a going concern. 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 Risks and Uncertainties Management is currently evaluating the impact of the COVID -19 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 condensed 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. | 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 March 5, 2021. The Company was formed for the purpose of acquiring, merging with, engaging in capital stock exchange with, purchasing all or substantially all of the assets of, engaging in contractual arrangements, or engaging in any other similar business combination with a single operating entity, or one or more related or unrelated operating entities operating in any sector (“Business Combination”). Although the Company is not limited to a particular industry or geographic region for purposes of consummating a Business Combination, the Company intends to focus on companies in the financial technology development industry. 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 -end -stage 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 -allotments -allotment 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 -7 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 -10-S99 -20 -10-S99 -in 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 -Business 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 -month -share 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 -party 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 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 Risks and Uncertainties Management is currently evaluating the impact of the COVID -19 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 | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | 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 unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10 -Q -X -K In the opinion of the Company’s management, the unaudited interim condensed consolidated financial statements include all adjustments, which are only of a normal and recurring nature, necessary for a fair statement of the financial position of the Company as of June 30, 2023, and its results of operations and cash flows for the six -month Principles of consolidation The unaudited condensed consolidated financial statements include the financial statements of the Company and its wholly -owned 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 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 -emerging -out -out Use of estimates The preparation of unaudited condensed 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 condensed 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 unaudited condensed 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 no no Investments Held in Trust Account As of June 30, 2023 and December 31, 2022, the Company had $42,583,196 and $118,985,048 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 unaudited condensed 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” (“ASC 740”) which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. In addition, valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as an income tax expense. There were no 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. As of June 30, 2023 and December 31, 2022, the Company’s deferred tax asset had a full valuation allowance recorded against it. The effective tax rate was 79% for six months ended June 30, 2023, and 0.00% for the six months ended June 30, 2022. The effective tax rates differ from the statutory tax rate of 21% for six months ended June 30, 2023 and 2022 due to the valuation allowance on the deferred tax assets and permanent differences on the change in fair value of derivative warrant liabilities and non -deductible On August 16, 2022, the Inflation Reduction Act of 2022 (the “IR Act”) was signed into federal law. The IR Act provides for, among other things, a new U.S. federal 1% excise tax on certain repurchases of stock by publicly traded U.S. domestic corporations and certain U.S. domestic subsidiaries of publicly traded foreign corporations occurring on or after January 1, 2023. The excise tax is applicable to certain SPAC redemptions, including in connection with a SPAC’s business combination. The amount of a redemption subject to the excise tax is reduced by the fair market value of any stock issued by the SPAC during the taxable year of the redemption. The excise tax will only be applicable to the Company for its taxable years post December 31, 2022. The Company has not completed its initial business combination. On May 4, 2023, certain stockholders exercised their redemption rights and demanded the Company to redeem 7,527,997 shares of their Class A common stock. The Company distributed a total payment of $78,939,613 based on a redemption price of $10.49 per share from its trust account to these stockholders. The Company has accrued excise tax liability of approximately $789,396 related to the shareholder redemptions in the six months ended June 30, 2023. Net income (loss) per common share The Company complies with accounting and disclosure requirements of ASC Topic 260, “Earnings Per Share.” (ASC 260”). 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 stock 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 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 three and six months ended June 30, 2023 and 2022: Three months ended June 30, 2023 Description Class A Class B Basic and diluted net income per common stock: Numerator: Allocation of net loss $ (405,350 ) $ (172,408 ) Denominator: Basic and diluted weighted average common stock outstanding 6,759,436 2,875,000 Basic and diluted net loss per common stock $ (0.06 ) $ (0.06 ) Six months ended June 30, 2023 Description Class A Class B Basic and diluted net income per common stock: Numerator: Allocation of net income $ 87,318 $ 27,450 Denominator: Basic and diluted weighted average common stock outstanding 9,145,214 2,875,000 Basic and diluted net income per common stock $ 0.01 $ 0.01 Three months ended June 30, 2022 Description Class A Class B Basic and diluted net income per common stock: Numerator: Allocation of net income $ 656,613 $ 163,337 Denominator: Basic and diluted weighted average common stock outstanding 11,557,500 2,875,000 Basic and diluted net income per common stock $ 0.06 $ 0.06 Six months ended June 30, 2022 Description Class A Class B Basic and diluted net income per common stock: Numerator: Allocation of net income $ 1,740,461 $ 432,951 Denominator: Basic and diluted weighted average common stock outstanding 11,557,500 2,875,000 Basic and diluted net income per common stock $ 0.15 $ 0.15 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. 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 unaudited condensed consolidated balance sheets, primarily due to their short -term 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 • • • 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 -assessed -10 The 5,750,000 public warrants issued in connection with the Initial Public Offering (the “Public Warrants”), the 3,900,250 Private Placement Warrants issued on October 21, 2021, the 1,150,000 Private Placements Warrants issued on October 21, 2022 and the 1,150,000 Private Placement Warrants issued on January 20, 2023 are recognized as derivative liabilities in accordance with ASC 815 -40 -measurement -Scholes -current Offering Costs Associated with the Initial Public Offering The Company complies with the requirements of ASC 340 -10-S99-1 -Expenses -operating 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 condensed consolidated balance sheets. On May 4, 2023, certain stockholders exercised their redemption rights and demanded the Company to redeem 7,527,997 shares of their Class A common stock. The Company distributed a total payment of $78,939,613 based on a redemption price of $10.49 per share from its trust account to these stockholders. The Company expects to have an excise tax liability of approximately $789,396 related to the shareholder redemptions for the year ended December 31, 2023. As of June 30, 2023 and December 31, 2022, the common shares reflected on the condensed consolidated balance sheets are reconciled in the following table: 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 Plus Remeasurement to common stock subject to possible redemption amount 2,242,205 Class A common shares subject to redemption at March 31, 2023 $ 120,634,445 Less Redemption of common stock (78,939,613 ) Remeasurement to common stock subject to possible redemption amount (136,891 ) Class A common shares subject to redemption at June 30, 2023 $ 41,557,941 Issued and adopted accounting standards 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 condensed consolidated financial statements. | 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 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 -out -emerging -out -out 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 no 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 no 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. On August 16, 2022, the Inflation Reduction Act of 2022 (the “IR Act”) was signed into federal law. The IR Act provides for, among other things, a new U.S. federal 1% excise tax on certain repurchases of stock by publicly traded U.S. domestic corporations and certain U.S. domestic subsidiaries of publicly traded foreign corporations occurring on or after January 1, 2023. The 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 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 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 • • • 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 -assessed -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 -measurement Offering and Private Placement Warrants have been estimated using a Monte Carlo or Black -Scholes -current Offering Costs Associated with the Initial Public Offering The Company complies with the requirements of ASC 340 -10-S99-1 - Expenses of offering. -operating 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 -20 -Contracts -40 Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020 -06 -linked -06 should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company adopted ASU 2020 -06 -06 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 financial statements. |
Initial Public Offering
Initial Public Offering | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Initial Public Offering [Abstract] | ||
INITIAL PUBLIC OFFERING | NOTE 3. INITIAL PUBLIC OFFERING On October 21, 2021, the Company consummated its Initial Public Offering of 10,000,000 Units at $10.00 per Unit, generating gross proceeds of $100,000,000. Simultaneously, the underwriters exercised over -allotments Each Unit consists of one share of Class A Common Stock, one -half -tenth 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. | NOTE 3. INITIAL PUBLIC OFFERING On October 21, 2021, the Company consummated its Initial Public Offering of 10,000,000 Units at $10.00 per Unit, generating gross proceeds of $100,000,000. Simultaneously, the underwriters exercised over -allotments Each Unit consists of one share of Class A Common Stock, one -half -tenth 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 | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | 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 aggregate). The excess of the proceeds over the fair value of the Private Placement Warrants has been recognized as a capital contribution from the Sponsor. 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 Initial Public 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 extended by another three months until April 21, 2023, which was the time the Company would have to consummate an initial business combination. | 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 aggregate). The excess of the proceeds over the fair value of the Private Placement Warrants has been recognized as a capital contribution from the Sponsor. 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 will extend by another three months until April 21, 2023, which is the time the Company will have to consummate an initial business combination. |
Related Party Transactions
Related Party Transactions | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | 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 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. 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 over -allotment 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 Promissory Notes — Related Party 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 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 On August 2, 2022, a company owned by a director of our previous potential business combination target, issued an unsecured promissory note (“August 2022 Note”), pursuant to which the Company borrowed a principal amount of $200,000 with an interest rate of 9% per annum. The August 2022 Note matured on February 2, 2023. The balance due to the lender as of the maturity date of February 3, 2023 was $209,235, representing the unpaid principal and accrued interest under the August 2022 Note. The Company failed to pay the principal amount and accrued interest within five business days of the maturity date. Therefore, the Company is required to pay default interest at a rate of 20% per annum. On May 3, 2023, the Company entered into a settlement agreement (the “Settlement Agreement”) with HRT North America Ltd, LLC (“HRT”), the lender of the August 2022 Note whereby the Company agreed to settle: i) the unpaid principal and accrued interest in the total amount of $209,235 as of the February 3, 2023 maturity date; ii) default interest of $10,794; and iii) $38,185 of costs, expenses and attorney’s fees that were incurred by HRT for filing a litigation against the Company to request for payment through legal proceeding. On May 4, 2023, the Company paid the total of $258,214 (the “Payment”) based on the settlement amount agreed with HRT in the Settlement Agreement. The Company and HRT agreed that, upon execution of this Settlement Agreement and upon receipt by HRT of the Payment, the August 2022 Note was terminated and extinguished. 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 On January 20, 2023, the Sponsor issued an unsecured promissory note (“January 2023 Note”), pursuant to which the Company borrowed principal amount of $200,000. The January 2023 Note is non -interest On April 20, 2023, the Company held a special meeting of stockholders in lieu of its 2023 annual meeting. At the special meeting, the Company’s stockholders approved an extension proposal (the “Extension Amendment 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 month periods, from April 21, 2023 to April 21, 2024, or such earlier date as determined by its board of directors (the “Extended Date”). Pursuant to the Extension Amendment Proposal, the Sponsor has agreed to, or to cause a designee to, loan to the Company, pursuant to a promissory note (the “Extension Promissory Note”) an aggregate of $0.055 for each public share that is not redeemed, for each Extension Period (commencing on April 21, 2023, and on the 21 st st On April 24, 2023, the Sponsor loaned $110,000 under the Extension Promissory Note (“April 2023 Note”) to the Company’s for the first Extension Period to move the liquidation date from April 21, 2023 to May 21, 2023. The April 2023 Note bears an interest of 8% per annum and it is payable on the earlier to occur of (i) the consummation of the Company’s initial business combination and (ii) October 15, 2023. On June 21, 2023, the Sponsor loaned $127,000, of which $17,000 is related to Working Capital Loan and $110,000 is under the Extension Promissory Note (“June 2023 Note”), to the Company’s for the third Extension Period to move the liquidation date from June 21, 2023 to July 21, 2023. The June 2023 Note bears an interest of 8% per annum and it is payable on the earlier to occur of (i) the consummation of the Company’s initial business combination and (ii) November 15, 2023. On July 18, 2023, subsequent to the balance sheet date, the Sponsor loaned $120,000, of which $10,000 is related to Working Capital Loan and $110,000 is under the Extension Promissory Note (“July 2023 Note”), to the Company’s for the third Extension Period to move the liquidation date from July 21, 2023 to August 21, 2023. The July 2023 Note bears an interest of 8% per annum and it is payable on the earlier to occur of (i) the consummation of the Company’s initial business combination and (ii) December 15, 2023. See Note 10. 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 six months ended June 30, 2023 and 2022, the Company has paid $30,000 and $5,000 to the Sponsor for these administrative services, respectively. As of June 30, 2023 and December 31, 2022, the Company accrued $ nil 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 required (“Working Capital Loans”). Such Working Capital Loans would be evidenced by promissory notes. The notes would either be repaid upon consummation of a Business Combination, without interest or, at the lender’s discretion, up to $1,500,000 of notes may be converted upon consummation of a Business Combination into warrants (“Working Capital Warrants”) at a price of $1.50 per Working Capital Warrant. The Working Capital Warrants will be identical to the Private Placement Warrants. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. As of June 30, 2023 and December 31, 2022, there have been $17,000 and no amounts borrowed under the Working Capital Loans, respectively. 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 57,500 shares upon full exercise of the Over -allotment 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 181 st Private Placement Warrants The Company consummated certain private placement warrants with its Sponsor. Refer to Note 4 for details. Consulting Agreement On May 15, 2023, FEXD entered into a consulting agreement with Ritscapital Inc., the consulting company owned by Ritesh Suneja, the future Chief Financial Officer and Director of the Company after the business combination of Afinoz (refer to Note 6 below), to provide accounting, audit, pro forma financial, and other financial and accounting support in connection with the preparation of the Company’s proxy statement/prospectus and registration statement on Form S -4 | 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 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 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 -trading six 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 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 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 ii) February 2, 2023. The Company is currently renewing the August 2022 Note with the lender. As of December 31, 2022, there was $200,000 outstanding on the August 2022 Note and accrued interest of $7,545. 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 $ 30,000 and $ nil 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 required (“Working Capital Loans”). Such Working Capital Loans would be evidenced by promissory notes. The notes would either be repaid upon consummation of a Business Combination, without interest or, at the lender’s discretion, up to $1,500,000 of notes may be converted upon consummation of a Business Combination into warrants (“Working Capital Warrants”) at a price of $1.50 per Working Capital Warrant. The Working Capital Warrants will be identical to the Private Placement Warrants. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. As of December 31, 2022 and 2021, there have been no amounts borrowed under the 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 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 181 st 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 | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | 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 signed prior to or on the effective date of Initial Public Offering. The majority of these securities holders are entitled to make up to two demands that the Company register 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 -back Notwithstanding anything to the contrary, the underwriters (and/or their designees) may participate in a “piggy -back -year -back -year Underwriting Agreement The Underwriter purchased the 1,500,000 of additional Units to cover over -allotments The underwriters received a cash underwriting discount of one and one -quarter -allotment -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 -running 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 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 Structure of the Rana Business Combination (a) -owned (b) (c) (d) (e) 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. On May 12, 2023, the Company terminated the Rana Business Combination Agreement. On July 3, 2023, Rana, filed a claim for injunctive and declaratory relief, among other things, in the Court of Chancery of the State of Delaware, requesting that the Court invalidate the previously disclosed termination by the Company of that the Rana Business Combination Agreement dated September 9, 2022, by and among the Company, Rana, and certain other parties thereto, require specific performance by the Company of its obligations under the Rana Business Combination Agreement, deliver to Rana certain requested financial information, and in the alternative, provide monetary damages. The dispute arises out of whether the Company properly exercised its right to terminate the Agreement pursuant to Section 9.01(h) of the Agreement, which permits such termination if certain required financial statements (together with an unqualified report therein of the auditors of Rana and its subsidiaries, if applicable) are not delivered on or before the deadlines specified in the Agreement. The Company intends to defend this suit vigorously and believes that the claims asserted by Rana are without merit. However, there can be no assurance as to the ultimate outcome of this matter. As a result, this could affect the Company’s ability to consummate the initial business combination or another business combination in the future. As of to date, no amount of damage has been claimed by Rana and the first trial is estimated to occur in January 2024. 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 (a) -owned (b) 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. As of June 30, 2023, the Afinoz Business Combination has not been closed. 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 between FEXD, Rana and Afinoz, and shareholder approval. Upon effectiveness, the Chief Marketing Officer will receive an annual salary of $400,000, up to $150,000 in performance bonuses with $15,000 guaranteed, $200,000 in FEXD stock vesting over three years with a 12 -month On February 16, 2023, the Company entered into a consulting agreement with the previous Chief Marketing Officer for marketing service of $5,000 per month. During the year, the Company has paid $15,000 for the marketing consulting services. The agreement terminated as of June 30, 2023. 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 between FEXD, Rana and Afinoz, and shareholder approval. Upon effectiveness, the Chief Executive Officer will receive an annual salary of $500,000, a minimum cash bonus of 30 percent of the annual salary year one, 20% percent on year two and 15% from year three onwards (subject to an 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 De-SPAC Service Agreement On December 12, 2022, the Company entered a service agreement, effective January 15, 2023, with a third -party -SPAC -month -month -SPAC | 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 majority 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 -back -back -year -back -year Underwriting agreement The Underwriter purchased the 1,500,000 of additional Units to cover over -allotments The underwriters received a cash underwriting discount of one and one -quarter -allotment 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 -running 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 -owned Structure of the Rana Business Combination (a) -owned (b) (b) (c) (d) 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) (b) (c) -compliance 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) (b) (c) (d) (d) (e) -2 (f) -month (g) (j) 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) (b) (c) (d) 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) (b) -month -appealable (c) Terminating Company Breach 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 (d) 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 Transactions (the “Rana 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 Rana Business Combination has not been closed. 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 (a) -owned (b) 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) (b) (c) -compliance 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) (b) (c) (d) (e) (f) -8BEN (g) -UAE (h) (i) -zone -Zone (j) (k) (l) 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) (b) (c) (d) 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) (b) -month -appealable (c) (d) 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 -up -specific -Up -Up -specific -Up -up -up General Terms The stockholders and certain employees of Rana and Afinoz that own equity interests have entered into lock -up -trading -month -year -up Employee-Specific Terms The lock -up -competition -solicitation -inducement -interference Employee Optionholder-Specific Terms The lock -up Employee Optionholders -four -six 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 $ 400,000 , up to $ 150,000 in performance bonuses with $ 15,000 guaranteed, $ 200,000 in FEXD stock vesting over three -month 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 $500,000, a minimum cash bonus of 30 percent of the annual salary year one, 20% percent on year two and 15% from year three onwards (subject to an 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 -month De-SPAC Service agreement On December 12, 2022, the Company entered a service agreement, effective January 15, 2023, with a third -party -SPAC -month -month -SPAC |
Derivative Financial Instrument
Derivative Financial Instruments | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | 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 that is 30 days after the completion of the initial Business Combination, provided that the Company has an effective registration statement under the Securities Act covering the issuance of the shares of common stock issuable upon exercise of the Public Warrants and a current prospectus relating to them is available and such shares are registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder (or the Company permits holders to exercise their Public Warrants on a cashless basis under the circumstances specified in the warrant agreement). The Company will not be obligated to deliver any shares of Class A Common Stock pursuant to the exercise of a Public Warrant and will have no obligation to settle such Public Warrant exercise unless a registration statement under the Securities Act with respect to the shares of Class A Common Stock underlying the Public Warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration. No Public Warrant will be exercisable, and the Company will not be obligated to issue any shares of Class A common stock upon exercise of a Public Warrant unless Class A common stock issuable upon such Public Warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the Public Warrants. 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 -linked (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 60% 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 -trading -Warrants-Public -Redemption The Company may call the Public Warrants for redemption: • • • -day • -linked -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 and January 2023 Private Placement Warrants, are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants and the Class A Common Stock issuable upon the exercise of the Private Placement Warrants are not transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Placement Warrants are exercisable on a cashless basis and are non -redeemable (except as set forth above). If the Private Placement Warrants are held by someone other than the 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 Public Warrants and 3,900,250 Private Placement Warrants as the underwriters’ over -allotment -40 Such 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 70% 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 -Scholes -weighted -trading 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 Forward Purchase Agreement On July 16, 2021, 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 8,000,000 units and a maximum of 9,000,000 units (the “Forward Purchase Units”), with each Forward Purchase Unit consisting of one share of Class A common stock (a “Forward Purchase Share”), one right to receive one -tenth -half 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 the Company’s public stockholders are redeemed by the Company. The Company accounted for the Forward Purchase Agreement in accordance with the guidance in ASC 815 -40 -measurement | 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 that is 30 days after the completion of the initial Business Combination, provided that the Company has an effective registration statement under the Securities Act covering the issuance of the shares of common stock issuable upon exercise of the Public Warrants and a current prospectus relating to them is available and such shares are registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder (or the Company permits holders to exercise their Public Warrants on a cashless basis under the circumstances specified in the warrant agreement). The Company will not be obligated to deliver any shares of Class A Common Stock pursuant to the exercise of a Public Warrant and will have no obligation to settle such Public Warrant exercise unless a registration statement under the Securities Act with respect to the shares of Class A Common Stock underlying the Public Warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration. No Public Warrant will be exercisable, and the Company will not be obligated to issue any shares of Class A common stock upon exercise of a Public Warrant unless Class A common stock issuable upon such Public Warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the Public Warrants. 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 -linked -weighted -trading The Company may call the Public Warrants for redemption: • • • -day • -linked -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 The Company accounted for the 9,650,250 warrants issued in connection with the Initial Public Offering (including 5,750,000 Public Warrants and 3,900,250 Private Placement Warrants as the underwriters’ over -allotment -40 Such 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 70% 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 -Scholes -Scholes the amount of such cash per common stock, and (ii) in all other cases, the volume -weighted -trading 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 Forward Purchase Agreement On July -tenth -half The Company accounted for the Forward Purchase Agreement in accordance with the guidance in ASC 815 -40 -measurement |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | 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 June 30, 2023 and December 31, 2022 and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value: As of June 30, 2023 Description Quoted Prices in Significant Other Significant Other Public Warrants $ 115,000 $ — $ — Private Placement Warrants — 124,005 — Forward Purchase Agreement Liability — — 123,287 Total $ 115,000 $ 124,005 $ 123,287 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 The fair value of the public warrants is determined based on the publicly trading price on the valuation date. The fair value of the private warrants is determined using Black -Scholes -Scholes -price -free -free -coupon value of the instruments to be purchased based on the $10.69 trading price of the unit on the valuation date, less the present value of the committed purchase price based on $10.00 per unit of the same instruments using Level 3 inputs, which include risk free interest rate, expected remaining life of the agreement and probability of acquisition. The change in the fair value of the forward purchase agreement liability, measured using level 3 inputs, for the six months ended June 30, 2023 and 2022, is summarized as follows Forward purchase agreement liability – level 3, at January 1, 2022 $ 1,726,908 Change in fair value 161,031 Forward purchase agreement liability – level 3, at March 31, 2022 $ 1,887,939 Change in fair value (110,823 ) Forward purchase agreement liability – level 3, at June 30, 2022 $ 1,777,116 Forward purchase agreement liability – level 3, at January 1, 2023 $ 285,567 Change in fair value 5,444 Forward purchase agreement liability – level 3, at March 31, 2023 $ 291,011 Change in fair value (167,724 ) Forward purchase agreement liability – level 3, at June 30, 2023 $ 123,287 The following table presents information about the Company’s liabilities that are measured at fair value on a recurring basis at June 30, 2023: Inputs Private Forward Exercise price $ 11.50 $ 10.00 Volatility 6.9 % N/A Expected term 5.81 years 0.81 year Risk-free rate 3.98 % 5.28 % Probability of acquisition 1.25 % 1.25 % Dividend yield 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 Private Forward Exercise price $ 11.50 $ 10.00 Volatility 4.6 % N/A Expected term 5.06 years 0.06 year Risk-free rate 3.91 % 4.04 % Probability of acquisition 7.5 % 7.5 % Dividend yield 0 % 0 % | 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 Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Other Unobservable Inputs (Level 3) 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 Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Other Unobservable Inputs (Level 3) 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 -price -free -free -coupon The change in the fair value of the derivative liabilities, measured using level 3 inputs, for the year ended December 31, 2022 and for the period from March 5, 2021 (inception) through December 31, 2021, is summarized as follows: 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 Private Forward 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 Private Forward 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 Private Forward 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 $ — $ — $ — $ — 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 | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Stockholders' Equity [Abstract] | ||
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 June 30, 2023 and December 31, 2022, there were no 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 June 30, 2023 and December 31, 2022, there were 57,500 Class A Common Stock issued and outstanding excluding 3,972,003 and 11,500,000 shares subject to redemption, respectively. Class B 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 June 30, 2023 and December 31, 2022, 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 -converted | 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 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 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 provide for the holders of rights to receive the same per share consideration the holders of the Class A Common Stock will receive in the transaction on an as -converted |
Subsequent Events
Subsequent Events | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Subsequent Events [Abstract] | ||
SUBSEQUENT EVENTS | NOTE 10. SUBSEQUENT EVENTS In accordance with ASC Topic 855, “Subsequent Events”, which establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued. Based on this review, except the events below, the Company did not identify any subsequent events through the date of the issuance of the condensed consolidated financial statements that would have required disclosure or adjustment in the condensed consolidated financial statements: On July 18, 2023, the Sponsor loaned $120,000 under the Extension Promissory Note (“July 2023 Note”) into the Company for the fourth Extension Period to move the liquidation date from July 21, 2023 to August 21, 2023. The July 2023 Note bears an interest of 8% per annum and it is payable on the earlier to occur of (i) the consummation of the Company’s initial business combination and (ii) December 15, 2023. On July 3, 2023, Rana filed a claim for injunctive and declaratory relief, among other things, in the Court of Chancery of the State of Delaware, requesting that the Court invalidate the previously disclosed termination by the Company of that the Rana Business Combination Agreement dated September 9, 2022, by and among the Company, Rana, and certain other parties thereto, require specific performance by the Company of its obligations under the Rana Business Combination Agreement, deliver to Rana certain requested financial information, and in the alternative, provide monetary damages. The dispute arises out of whether the Company properly exercised its right to terminate the Agreement pursuant to Section 9.01(h) of the Agreement, which permits such termination if certain required financial statements (together with an unqualified report therein of the auditors of Rana and its subsidiaries, if applicable) are not delivered on or before the deadlines specified in the Agreement. The Company intends to defend this suit vigorously and believes that the claims asserted by Rana are without merit. However, there can be no assurance as to the ultimate outcome of this matter. As a result, this could affect the Company’s ability to consummate the initial business combination or another business combination in the future. As of to date, no amount of damage has been claimed by Rana and the first trial is estimated to occur in January 2024. | 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 financial statements that would have required disclosure or adjustment in the consolidated financial statements: 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. The January 2023 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 January 2023 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 January 2023 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 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 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 |
Income Taxes
Income Taxes | 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, 2022 December 31, 2021 Deferred tax asset Start-up costs $ 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 ended December 31, 2022 From 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 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, 2022 December 31, 2021 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 three years for examination by IRS. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Summary of Significant Accounting Policies [Abstract] | ||
Basis of presentation | Basis of presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10 -Q -X -K In the opinion of the Company’s management, the unaudited interim condensed consolidated financial statements include all adjustments, which are only of a normal and recurring nature, necessary for a fair statement of the financial position of the Company as of June 30, 2023, and its results of operations and cash flows for the six -month | 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 | Principles of consolidation The unaudited condensed consolidated financial statements include the financial statements of the Company and its wholly -owned | Principle of consolidation The consolidated financial statements include the financial statements of the Company and its wholly -owned |
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 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 -emerging -out -out | 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 -out -emerging -out -out |
Use of estimates | Use of estimates The preparation of unaudited condensed 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 condensed 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 unaudited condensed 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. | 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 no no | Cash and Cash Equivalents The Company considers all short -term no |
Investments Held in Trust Account | Investments Held in Trust Account As of June 30, 2023 and December 31, 2022, the Company had $42,583,196 and $118,985,048 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 unaudited condensed statements of operations. The estimated fair value of investments held in Trust Account are determined using available market information. | 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” (“ASC 740”) which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. In addition, valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as an income tax expense. There were no 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. As of June 30, 2023 and December 31, 2022, the Company’s deferred tax asset had a full valuation allowance recorded against it. The effective tax rate was 79% for six months ended June 30, 2023, and 0.00% for the six months ended June 30, 2022. The effective tax rates differ from the statutory tax rate of 21% for six months ended June 30, 2023 and 2022 due to the valuation allowance on the deferred tax assets and permanent differences on the change in fair value of derivative warrant liabilities and non -deductible On August 16, 2022, the Inflation Reduction Act of 2022 (the “IR Act”) was signed into federal law. The IR Act provides for, among other things, a new U.S. federal 1% excise tax on certain repurchases of stock by publicly traded U.S. domestic corporations and certain U.S. domestic subsidiaries of publicly traded foreign corporations occurring on or after January 1, 2023. The excise tax is applicable to certain SPAC redemptions, including in connection with a SPAC’s business combination. The amount of a redemption subject to the excise tax is reduced by the fair market value of any stock issued by the SPAC during the taxable year of the redemption. The excise tax will only be applicable to the Company for its taxable years post December 31, 2022. The Company has not completed its initial business combination. On May 4, 2023, certain stockholders exercised their redemption rights and demanded the Company to redeem 7,527,997 shares of their Class A common stock. The Company distributed a total payment of $78,939,613 based on a redemption price of $10.49 per share from its trust account to these stockholders. The Company has accrued excise tax liability of approximately $789,396 related to the shareholder redemptions in the six months ended June 30, 2023. | 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 no 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. On August 16, 2022, the Inflation Reduction Act of 2022 (the “IR Act”) was signed into federal law. The IR Act provides for, among other things, a new U.S. federal 1% excise tax on certain repurchases of stock by publicly traded U.S. domestic corporations and certain U.S. domestic subsidiaries of publicly traded foreign corporations occurring on or after January 1, 2023. The 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 ASC Topic 260, “Earnings Per Share.” (ASC 260”). 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 stock 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 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 three and six months ended June 30, 2023 and 2022: Three months ended June 30, 2023 Description Class A Class B Basic and diluted net income per common stock: Numerator: Allocation of net loss $ (405,350 ) $ (172,408 ) Denominator: Basic and diluted weighted average common stock outstanding 6,759,436 2,875,000 Basic and diluted net loss per common stock $ (0.06 ) $ (0.06 ) Six months ended June 30, 2023 Description Class A Class B Basic and diluted net income per common stock: Numerator: Allocation of net income $ 87,318 $ 27,450 Denominator: Basic and diluted weighted average common stock outstanding 9,145,214 2,875,000 Basic and diluted net income per common stock $ 0.01 $ 0.01 Three months ended June 30, 2022 Description Class A Class B Basic and diluted net income per common stock: Numerator: Allocation of net income $ 656,613 $ 163,337 Denominator: Basic and diluted weighted average common stock outstanding 11,557,500 2,875,000 Basic and diluted net income per common stock $ 0.06 $ 0.06 Six months ended June 30, 2022 Description Class A Class B Basic and diluted net income per common stock: Numerator: Allocation of net income $ 1,740,461 $ 432,951 Denominator: Basic and diluted weighted average common stock outstanding 11,557,500 2,875,000 Basic and diluted net income per common stock $ 0.15 $ 0.15 | 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 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. The Company had not experienced losses on this account, and management believes the Company is not exposed to significant risks on such account. | 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 unaudited condensed consolidated balance sheets, primarily due to their short -term | 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 |
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 • • • 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. | 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 • • • 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 -assessed -10 The 5,750,000 public warrants issued in connection with the Initial Public Offering (the “Public Warrants”), the 3,900,250 Private Placement Warrants issued on October 21, 2021, the 1,150,000 Private Placements Warrants issued on October 21, 2022 and the 1,150,000 Private Placement Warrants issued on January 20, 2023 are recognized as derivative liabilities in accordance with ASC 815 -40 -measurement -Scholes -current | 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 -assessed -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 -measurement Offering and Private Placement Warrants have been estimated using a Monte Carlo or Black -Scholes -current |
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 -Expenses -operating | Offering Costs Associated with the Initial Public Offering The Company complies with the requirements of ASC 340 -10-S99-1 - Expenses of offering. -operating |
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 condensed consolidated balance sheets. On May 4, 2023, certain stockholders exercised their redemption rights and demanded the Company to redeem 7,527,997 shares of their Class A common stock. The Company distributed a total payment of $78,939,613 based on a redemption price of $10.49 per share from its trust account to these stockholders. The Company expects to have an excise tax liability of approximately $789,396 related to the shareholder redemptions for the year ended December 31, 2023. As of June 30, 2023 and December 31, 2022, the common shares reflected on the condensed consolidated balance sheets are reconciled in the following table: 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 Plus Remeasurement to common stock subject to possible redemption amount 2,242,205 Class A common shares subject to redemption at March 31, 2023 $ 120,634,445 Less Redemption of common stock (78,939,613 ) Remeasurement to common stock subject to possible redemption amount (136,891 ) Class A common shares subject to redemption at June 30, 2023 $ 41,557,941 | 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 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 condensed consolidated financial statements. | Issued and adopted accounting standards In August 2020, the FASB issued ASU 2020 -06 -Debt -20 -Contracts -40 Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020 -06 -linked -06 should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company adopted ASU 2020 -06 -06 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 financial statements. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Summary of Significant Accounting Policies [Abstract] | ||
Schedule of Basic and Diluted Net Income (Loss) Per Share | 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 three and six months ended June 30, 2023 and 2022: Description Class A Class B Basic and diluted net income per common stock: Numerator: Allocation of net loss $ (405,350 ) $ (172,408 ) Denominator: Basic and diluted weighted average common stock outstanding 6,759,436 2,875,000 Basic and diluted net loss per common stock $ (0.06 ) $ (0.06 ) Description Class A Class B Basic and diluted net income per common stock: Numerator: Allocation of net income $ 87,318 $ 27,450 Denominator: Basic and diluted weighted average common stock outstanding 9,145,214 2,875,000 Basic and diluted net income per common stock $ 0.01 $ 0.01 Description Class A Class B Basic and diluted net income per common stock: Numerator: Allocation of net income $ 656,613 $ 163,337 Denominator: Basic and diluted weighted average common stock outstanding 11,557,500 2,875,000 Basic and diluted net income per common stock $ 0.06 $ 0.06 Description Class A Class B Basic and diluted net income per common stock: Numerator: Allocation of net income $ 1,740,461 $ 432,951 Denominator: Basic and diluted weighted average common stock outstanding 11,557,500 2,875,000 Basic and diluted net income per common stock $ 0.15 $ 0.15 | 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 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 ) |
Schedule of Common Shares Reflected on the Condensed Consolidated Balance Sheets are Reconciled | As of June 30, 2023 and December 31, 2022, the common shares reflected on the condensed consolidated balance sheets are reconciled in the following table: 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 Plus Remeasurement to common stock subject to possible redemption amount 2,242,205 Class A common shares subject to redemption at March 31, 2023 $ 120,634,445 Less Redemption of common stock (78,939,613 ) Remeasurement to common stock subject to possible redemption amount (136,891 ) Class A common shares subject to redemption at June 30, 2023 $ 41,557,941 | 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) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | ||
Schedule of Fair Value Hierarchy of the Valuation Techniques | 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 June 30, 2023 and December 31, 2022 and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value: Description Quoted Prices in Significant Other Significant Other Public Warrants $ 115,000 $ — $ — Private Placement Warrants — 124,005 — Forward Purchase Agreement Liability — — 123,287 Total $ 115,000 $ 124,005 $ 123,287 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 | Description Quoted Prices in Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Other Unobservable Inputs (Level 3) Public Warrants $ 402,500 $ — $ — Private Placement Warrants — 353,518 — Forward Purchase Agreement Liability — — 285,567 Total $ 402,500 $ 353,518 $ 285,567 Description Quoted Prices in Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Other Unobservable Inputs (Level 3) Public Warrants $ — $ — $ 2,185,000 Private Placement Warrants — — 1,521,098 Forward Purchase Agreement Liability — — 1,726,908 Total $ — $ — $ 5,433,006 |
Schedule of the Fair Value of the Forward Purchase Agreement Liability, Measured Using Level 3 Inputs | The change in the fair value of the forward purchase agreement liability, measured using level 3 inputs, for the six months ended June 30, 2023 and 2022, is summarized as follows Forward purchase agreement liability – level 3, at January 1, 2022 $ 1,726,908 Change in fair value 161,031 Forward purchase agreement liability – level 3, at March 31, 2022 $ 1,887,939 Change in fair value (110,823 ) Forward purchase agreement liability – level 3, at June 30, 2022 $ 1,777,116 Forward purchase agreement liability – level 3, at January 1, 2023 $ 285,567 Change in fair value 5,444 Forward purchase agreement liability – level 3, at March 31, 2023 $ 291,011 Change in fair value (167,724 ) Forward purchase agreement liability – level 3, at June 30, 2023 $ 123,287 | 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 |
Schedule of the Company’s Liabilities That Are Measured at Fair Value on a Recurring Basis | The following table presents information about the Company’s liabilities that are measured at fair value on a recurring basis at June 30, 2023: Inputs Private Forward Exercise price $ 11.50 $ 10.00 Volatility 6.9 % N/A Expected term 5.81 years 0.81 year Risk-free rate 3.98 % 5.28 % Probability of acquisition 1.25 % 1.25 % Dividend yield 0 % 0 % Inputs Private Forward Exercise price $ 11.50 $ 10.00 Volatility 4.6 % N/A Expected term 5.06 years 0.06 year Risk-free rate 3.91 % 4.04 % Probability of acquisition 7.5 % 7.5 % Dividend yield 0 % 0 % | Inputs Public Private Forward 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 % Inputs Public Private Forward 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 % Inputs Public Private Forward 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 % |
Schedule of 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 $ — $ — $ — $ — 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 Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Schedule of Net Deferred Tax Assets | The Company’s net deferred tax assets are as follows: December 31, 2022 December 31, 2021 Deferred tax asset Start-up costs $ 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 $ — $ — |
Schedule of Income Tax Provision | The income tax provision consists of the following: For the year ended December 31, 2022 From 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 $ — |
Schedule of Reconciliation of the Federal Income Tax Rate | 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, 2022 December 31, 2021 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 (Details) - USD ($) | 6 Months Ended | 10 Months Ended | 12 Months Ended | ||||||||||
Jul. 18, 2023 | Jun. 21, 2023 | Apr. 24, 2023 | Apr. 20, 2023 | Jan. 20, 2023 | Oct. 21, 2022 | Oct. 21, 2021 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | Oct. 19, 2022 | Aug. 02, 2022 | |
Description of Organization and Business Operations and Going Concern (Details) [Line Items] | |||||||||||||
Proceeds from issuance initial public offering | $ 11,500,000 | $ 115,000,000 | |||||||||||
Shares issued, price per share (in Dollars per share) | $ 11.5 | ||||||||||||
Payments of stock issuance costs | 6,061,368 | ||||||||||||
Deferred underwriting commissions | $ 3,737,500 | ||||||||||||
Stock issued during period, Shares (in Shares) | 1,500,000 | ||||||||||||
Payments to acquire restricted investments | $ 1,480,000 | 116,150,000 | $ 1,150,000 | ||||||||||
Fall net worth required for compliance | $ 5,000,001 | $ 5,000,001 | |||||||||||
Temporary equity, redemption price per share (in Dollars per share) | $ 10.1 | $ 10.1 | |||||||||||
Combination period description | The Company previously had 18 months until April 21, 2023, from the effective date of the registration statement to consummate a Business Combination (the “Combination Period”). On April 20, 2023, the Company held a special meeting of stockholders in lieu of its 2023 annual meeting. At the special meeting, the Company’s stockholders approved the extension 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 months, from April 21, 2023, to April 21, 2024, or such earlier date as determined by its board of directors (refer to Note 10). If the Company is unable to complete a Business Combination by April 21, 2024, 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 | 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 | |||||||||||
Liquidation basis of accounting, accrued costs to dispose of assets and liabilities | $ 100,000 | $ 50,000 | |||||||||||
Per share value of restricted assets (in Dollars per share) | $ 10.1 | $ 10.1 | |||||||||||
Sponsor deposited | $ 110,000 | ||||||||||||
Operating bank account balance | $ 1,025 | $ 10,335 | |||||||||||
Investments held in its trust account | 42,583,196 | 116,152,113 | 118,985,048 | ||||||||||
Working capital deficit | 3,745,949 | 1,759,163 | |||||||||||
Working Capital Loan | $ 17,000 | 17,000 | |||||||||||
Generating proceeds | $ 1,150,000 | ||||||||||||
Promissory note | $ 120,000 | $ 127,000 | $ 110,000 | 200,000 | |||||||||
Proceeds from related party debt | 110,000 | 35,000 | $ 520,000 | ||||||||||
Entity incorporation date | Mar. 05, 2021 | ||||||||||||
Deferred underwriting commissions | $ 3,737,500 | $ 3,737,500 | |||||||||||
Underwriter stock option period | 45 days | ||||||||||||
Minimum net worth required for compliance | 5,000,001 | ||||||||||||
Proceeds from issuance of private placement | $ 1,150,000 | $ 3,900,250 | |||||||||||
Promisory Note [Member] | |||||||||||||
Description of Organization and Business Operations and Going Concern (Details) [Line Items] | |||||||||||||
Company borrowed | $ 200,000 | ||||||||||||
Private Placement Warrants [Member] | |||||||||||||
Description of Organization and Business Operations and Going Concern (Details) [Line Items] | |||||||||||||
Number of warrants issued (in Shares) | 1,150,000 | ||||||||||||
Price per warrant (in Dollars per share) | $ 1 | ||||||||||||
IPO [Member] | |||||||||||||
Description of Organization and Business Operations and Going Concern (Details) [Line Items] | |||||||||||||
Gross proceeds | $ 100,000,000 | ||||||||||||
Stock issued during period, Shares (in Shares) | 11,500,000 | ||||||||||||
Deferred underwriting commissions | 3,737,500 | ||||||||||||
Private Placement [Member] | |||||||||||||
Description of Organization and Business Operations and Going Concern (Details) [Line Items] | |||||||||||||
Proceeds from issuance initial public offering | $ 115,000,000 | ||||||||||||
Gross proceeds | $ 115,000,000 | ||||||||||||
Private Placement [Member] | Private Placement Warrants [Member] | |||||||||||||
Description of Organization and Business Operations and Going Concern (Details) [Line Items] | |||||||||||||
Number of warrants issued (in Shares) | 3,900,250 | ||||||||||||
Over-Allotment Option [Member] | |||||||||||||
Description of Organization and Business Operations and Going Concern (Details) [Line Items] | |||||||||||||
Gross proceeds | $ 15,000,000 | $ 15,000,000 | |||||||||||
Stock issued during period, Shares (in Shares) | 1,500,000 | ||||||||||||
Initial Public Offering And Private Placement Of Warrants [Member] | |||||||||||||
Description of Organization and Business Operations and Going Concern (Details) [Line Items] | |||||||||||||
Payments to acquire restricted investments | $ 116,150,000 | ||||||||||||
Per unit amount placed in trust account (in Dollars per share) | $ 10.1 | ||||||||||||
Common Class A [Member] | |||||||||||||
Description of Organization and Business Operations and Going Concern (Details) [Line Items] | |||||||||||||
Shares issued, price per share (in Dollars per share) | $ 10 | ||||||||||||
Percentage of common stock for which redemption rights restriction applied | 15% | ||||||||||||
Temporary equity, redemption price per share (in Dollars per share) | $ 10.46 | $ 10.29 | |||||||||||
Common Class A [Member] | Minimum [Member] | |||||||||||||
Description of Organization and Business Operations and Going Concern (Details) [Line Items] | |||||||||||||
Percentage of common stock for which redemption rights restriction applied | 15% | ||||||||||||
Common Class A [Member] | IPO [Member] | |||||||||||||
Description of Organization and Business Operations and Going Concern (Details) [Line Items] | |||||||||||||
Shares issued, price per share (in Dollars per share) | $ 10 | $ 10 | |||||||||||
Stock issued during period, Shares (in Shares) | 11,500,000 | 11,500,000 | |||||||||||
Subsequent Event [Member] | |||||||||||||
Description of Organization and Business Operations and Going Concern (Details) [Line Items] | |||||||||||||
Working Capital Loan | $ 10,000 | ||||||||||||
Proceeds from issuance of private placement | $ 1,150,000 | ||||||||||||
Subsequent Event [Member] | Private Placement Warrants [Member] | |||||||||||||
Description of Organization and Business Operations and Going Concern (Details) [Line Items] | |||||||||||||
Number of warrants issued (in Shares) | 1,150,000 | ||||||||||||
Price per warrant (in Dollars per share) | $ 1 | ||||||||||||
Sponsor [Member] | |||||||||||||
Description of Organization and Business Operations and Going Concern (Details) [Line Items] | |||||||||||||
Loan from the Sponsor | $ 141,768 | ||||||||||||
Business Combination [Member] | |||||||||||||
Description of Organization and Business Operations and Going Concern (Details) [Line Items] | |||||||||||||
Fall net worth required for compliance | 5,000,001 | ||||||||||||
Sponsor [Member] | |||||||||||||
Description of Organization and Business Operations and Going Concern (Details) [Line Items] | |||||||||||||
Loan from the Sponsor | $ 141,768 | ||||||||||||
Loans repaid | 141,768 | 141,768 | |||||||||||
Proceeds from issuance of private placement | $ 1,150,000 | ||||||||||||
Sponsor [Member] | Promisory Note [Member] | |||||||||||||
Description of Organization and Business Operations and Going Concern (Details) [Line Items] | |||||||||||||
Company borrowed | $ 300,000 | ||||||||||||
Sponsor [Member] | Private Placement Warrants [Member] | |||||||||||||
Description of Organization and Business Operations and Going Concern (Details) [Line Items] | |||||||||||||
Number of warrants issued (in Shares) | 1,150,000 | ||||||||||||
Price per warrant (in Dollars per share) | $ 1 | ||||||||||||
Sponsor [Member] | Private Placement [Member] | Private Placement Warrants [Member] | |||||||||||||
Description of Organization and Business Operations and Going Concern (Details) [Line Items] | |||||||||||||
Number of warrants issued (in Shares) | 3,900,250 | ||||||||||||
Price per warrant (in Dollars per share) | $ 1 | ||||||||||||
Sponsor [Member] | Founder Shares [Member] | |||||||||||||
Description of Organization and Business Operations and Going Concern (Details) [Line Items] | |||||||||||||
Cash received for offering cost In exchange of shares | $ 25,000 | $ 25,000 | |||||||||||
FEXD Sponsor [Member] | January 2023 Promissory Note [Member] | |||||||||||||
Description of Organization and Business Operations and Going Concern (Details) [Line Items] | |||||||||||||
Company borrowed | $ 200,000 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||||
May 04, 2023 | Jan. 20, 2023 | Oct. 21, 2021 | Jun. 30, 2023 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Oct. 21, 2022 | Aug. 16, 2022 | |
Summary of Significant Accounting Policies (Details) [Line Items] | ||||||||||
Cash | $ 1,025 | $ 1,025 | $ 10,335 | $ 612,750 | ||||||
Cash equivalents | 0 | |||||||||
Investments held in the trust account | 42,583,196 | 42,583,196 | 118,985,048 | 116,152,113 | ||||||
Unrecognized tax benefits | ||||||||||
Accrued for interest and penalties | ||||||||||
Effective tax rate | 79% | 0% | 7% | 0% | ||||||
Statutory tax rate | 21% | 21% | 21% | 21% | ||||||
Units redeemed amount (in Shares) | 7,527,997 | |||||||||
Redemption amount | $ 78,939,613 | 78,939,613 | ||||||||
Redemption price per share (in Dollars per share) | $ 10.49 | |||||||||
Tax payable amount | $ 789,396 | 789,396 | $ 789,396 | |||||||
Federal depository insurance coverage amount | $ 250,000 | $ 250,000 | $ 250,000 | |||||||
Shares of class A common stock (in Shares) | 1,500,000 | |||||||||
Fair market value | 1% | |||||||||
IPO [Member] | ||||||||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||||||||
Shares of class A common stock (in Shares) | 11,500,000 | |||||||||
Common Class A [Member] | ||||||||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||||||||
Units redeemed amount (in Shares) | 7,527,997 | |||||||||
Shares of class A common stock (in Shares) | 11,500,000 | 11,500,000 | 11,500,000 | |||||||
Common Class A [Member] | IPO [Member] | ||||||||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||||||||
Shares of class A common stock (in Shares) | 11,500,000 | 11,500,000 | ||||||||
Inflation Reduction Act Two Thousand And Twenty Two [Member] | ||||||||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||||||||
U.S. federal excise tax | 1% | |||||||||
Private Placement Warrants [Member] | ||||||||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||||||||
Warrants issued (in Shares) | 1,150,000 | |||||||||
Private Placement Warrants [Member] | Private Placement [Member] | ||||||||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||||||||
Warrants issued (in Shares) | 3,900,250 | |||||||||
Private placement warrants (in Shares) | 1,150,000 | 3,900,250 | 3,900,250 | 1,150,000 | ||||||
Private Placement Warrants [Member] | Common Class A [Member] | IPO [Member] | ||||||||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||||||||
Purchase an aggregate shares (in Shares) | 9,650,250 | 9,650,250 | 9,650,250 | |||||||
Warrant [Member] | IPO [Member] | ||||||||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||||||||
Warrants issued (in Shares) | 5,750,000 | 5,750,000 | ||||||||
Redemption [Member] | ||||||||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||||||||
Redemption amount | $ 78,939,613 | |||||||||
Redemption price per share (in Dollars per share) | $ 10.49 | |||||||||
Tax payable amount | $ 789,396 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - Schedule of Basic and Diluted Net Income (Loss) Per Share - USD ($) | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Class A [Member] | ||||
Summary of Significant Accounting Policies (Details) - Schedule of Basic and Diluted Net Income (Loss) Per Share [Line Items] | ||||
Allocation of net income loss | $ (405,350) | $ 656,613 | $ 87,318 | $ 1,740,461 |
Basic and diluted weighted average common stock outstanding | 6,759,436 | 11,557,500 | 9,145,214 | 11,557,500 |
Basic and diluted net income loss per common stock | $ (0.06) | $ 0.06 | $ 0.01 | $ 0.15 |
Class B [Member] | ||||
Summary of Significant Accounting Policies (Details) - Schedule of Basic and Diluted Net Income (Loss) Per Share [Line Items] | ||||
Allocation of net income loss | $ (172,408) | $ 163,337 | $ 27,450 | $ 432,951 |
Basic and diluted weighted average common stock outstanding | 2,875,000 | 2,875,000 | 2,875,000 | 2,875,000 |
Basic and diluted net income loss per common stock | $ (0.06) | $ 0.06 | $ 0.01 | $ 0.15 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Details) - Schedule of Basic and Diluted Net Income (Loss) Per Share (Parentheticals) - $ / shares | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Class A [Member] | ||||
Summary of Significant Accounting Policies (Details) - Schedule of Basic and Diluted Net Income (Loss) Per Share (Parentheticals) [Line Items] | ||||
Diluted weighted average common stock outstanding | 6,759,436 | 11,557,500 | 11,557,500 | 11,557,500 |
Diluted net income loss per common stock | $ (0.06) | $ 0.06 | $ 0.05 | $ 0.15 |
Class B [Member] | ||||
Summary of Significant Accounting Policies (Details) - Schedule of Basic and Diluted Net Income (Loss) Per Share (Parentheticals) [Line Items] | ||||
Diluted weighted average common stock outstanding | 2,875,000 | 2,875,000 | 2,875,000 | 2,875,000 |
Diluted net income loss per common stock | $ (0.06) | $ 0.06 | $ 0.05 | $ 0.15 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies (Details) - Schedule of Common Shares Reflected on the Condensed Consolidated Balance Sheets are Reconciled - USD ($) | 3 Months Ended | 10 Months Ended | 12 Months Ended | |||
May 04, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Dec. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2022 | |
Schedule Of Common Shares Reflected On The Condensed Consolidated Balance Sheets Are Reconciled Abstract | ||||||
Class A common shares subject to redemption | $ 120,634,445 | $ 118,392,240 | $ 116,150,000 | |||
Remeasurement to common stock subject to possible redemption amount | (136,891) | 2,242,205 | $ 8,839,800 | $ 9,989,444 | 2,242,240 | |
Class A common shares subject to redemption | 41,557,941 | $ 120,634,445 | $ 116,150,000 | $ 116,150,000 | $ 118,392,240 | |
Redemption of common stock | $ (78,939,613) | $ (78,939,613) |
Initial Public Offering (Detail
Initial Public Offering (Details) - USD ($) | 6 Months Ended | 12 Months Ended | |
Oct. 21, 2021 | Jun. 30, 2023 | Dec. 31, 2022 | |
Initial Public Offering (Details) [Line Items] | |||
Per unit per share (in Dollars per share) | $ 10 | ||
Additional units shares (in Shares) | 1,500,000 | 1,500,000 | |
Share of class A common stock (in Shares) | 1 | 1 | |
Class A common stock exercise price (in Dollars per share) | $ 0.01 | $ 0.01 | |
Incurred offering costs | $ 6,061,368 | $ 6,061,368 | |
Underwriting fees | 1,437,500 | 1,437,500 | |
Deferred underwriting commissions | $ 3,737,500 | 3,737,500 | |
Other offering costs | 886,368 | 886,368 | |
IPO [Member] | |||
Initial Public Offering (Details) [Line Items] | |||
Generating gross proceeds | $ 100,000,000 | ||
Deferred underwriting commissions | 3,737,500 | ||
Over-Allotment Option [Member] | |||
Initial Public Offering (Details) [Line Items] | |||
Generating gross proceeds | $ 15,000,000 | $ 15,000,000 | |
Common Class A [Member] | IPO [Member] | |||
Initial Public Offering (Details) [Line Items] | |||
Consummated initial public offering (in Shares) | 10,000,000 | ||
Common Class A [Member] | Public Warrants [Member] | |||
Initial Public Offering (Details) [Line Items] | |||
Class A common stock exercise price (in Dollars per share) | $ 11.5 | $ 11.5 |
Private Placement (Details)
Private Placement (Details) - USD ($) | 6 Months Ended | 10 Months Ended | 12 Months Ended | ||||
Jan. 20, 2023 | Oct. 21, 2022 | Oct. 21, 2021 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | |
Private Placement (Details) [Line Items] | |||||||
Warrants price per share | $ 10 | ||||||
Private placement warrant (in Dollars) | $ 1,150,000 | $ 1,150,000 | |||||
Common stock per share | $ 0.01 | $ 0.01 | |||||
Total proceeds (in Dollars) | $ 1,150,000 | $ 3,900,250 | |||||
Private placement warrant (in Dollars) | $ 3,900,250 | ||||||
Private Placement [Member] | |||||||
Private Placement (Details) [Line Items] | |||||||
Purchased an aggregate shares (in Shares) | 3,900,250 | ||||||
Warrants price per share | $ 1 | $ 1 | |||||
Private Placement Warrants [Member] | |||||||
Private Placement (Details) [Line Items] | |||||||
Purchased an aggregate shares (in Shares) | 1,150,000 | 3,900,250 | |||||
Common stock per share | $ 11.5 | $ 11.5 | |||||
Warrant price per share | $ 1 | ||||||
Private placement shares (in Shares) | 1,150,000 | ||||||
Private Placement Warrants [Member] | Private Placement [Member] | |||||||
Private Placement (Details) [Line Items] | |||||||
Private placement shares (in Shares) | 3,900,250 | ||||||
Sponsor [Member] | |||||||
Private Placement (Details) [Line Items] | |||||||
Total proceeds (in Dollars) | $ 1,150,000 | ||||||
Sponsor [Member] | Private Placement Warrants [Member] | |||||||
Private Placement (Details) [Line Items] | |||||||
Purchased an aggregate shares (in Shares) | 1,150,000 | ||||||
Warrant price per share | $ 1 | ||||||
Private placement shares (in Shares) | 1,150,000 | ||||||
Sponsor [Member] | Private Placement Warrants [Member] | Private Placement [Member] | |||||||
Private Placement (Details) [Line Items] | |||||||
Private placement warrant (in Dollars) | $ 3,900,250 | ||||||
Warrant price per share | $ 1 | ||||||
Private placement shares (in Shares) | 3,900,250 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | 3 Months Ended | 4 Months Ended | 6 Months Ended | 10 Months Ended | 12 Months Ended | |||||||||||||||||||||
Jul. 18, 2023 | Jul. 14, 2023 | Jun. 21, 2023 | May 17, 2023 | May 08, 2023 | May 04, 2023 | Apr. 24, 2023 | Apr. 21, 2023 | Jan. 20, 2023 | Oct. 19, 2022 | Aug. 02, 2022 | Jun. 16, 2022 | Oct. 21, 2021 | Mar. 27, 2021 | Mar. 11, 2021 | Mar. 08, 2021 | Mar. 29, 2023 | May 15, 2023 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | Apr. 30, 2023 | Mar. 31, 2023 | Oct. 31, 2021 | Jul. 16, 2021 | |
Related Party Transactions (Details) [Line Items] | ||||||||||||||||||||||||||
Common stock equals or exeeds price per share (in Dollars per share) | $ 11.5 | $ 10 | ||||||||||||||||||||||||
Sponsor to renew outstanding balance | $ 19,957 | |||||||||||||||||||||||||
Settlement amount paid | $ 258,214 | |||||||||||||||||||||||||
Outstanding balance | $ 250,000 | |||||||||||||||||||||||||
Aggregate shares (in Shares) | 0.055 | |||||||||||||||||||||||||
Sponsor loaned | $ 127,000 | $ 110,000 | ||||||||||||||||||||||||
Percentage of interest rate | 8% | 8% | ||||||||||||||||||||||||
Working capital loan | 17,000 | $ 17,000 | ||||||||||||||||||||||||
Related party transaction, amount of transaction | 5,000 | |||||||||||||||||||||||||
Borrowings | 17,000 | |||||||||||||||||||||||||
Shares issued (in Shares) | 1,500,000 | |||||||||||||||||||||||||
Consulting payment | $ 16,000 | |||||||||||||||||||||||||
IPO [Member] | ||||||||||||||||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||||||||||||||||
Shares issued (in Shares) | 11,500,000 | |||||||||||||||||||||||||
Subsequent Event [Member] | ||||||||||||||||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||||||||||||||||
Outstanding balance | $ 200,000 | |||||||||||||||||||||||||
Interest rate | 8% | |||||||||||||||||||||||||
Accrued accrued percentage | 8% | |||||||||||||||||||||||||
Sponsor loaned | $ 120,000 | |||||||||||||||||||||||||
Percentage of interest rate | 8% | |||||||||||||||||||||||||
Working capital loan | $ 10,000 | |||||||||||||||||||||||||
August Two thousand and twenty two promissory note [Member] | ||||||||||||||||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||||||||||||||||
Balance due to the lender | 209,235 | |||||||||||||||||||||||||
Accrued default interest | $ 38,185 | |||||||||||||||||||||||||
October Two thousand and twenty two promissory note [Member] | ||||||||||||||||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||||||||||||||||
Maturity date | May 15, 2023 | |||||||||||||||||||||||||
Repayments of debt | $ 50,000 | |||||||||||||||||||||||||
January Two thousand and twenty three promissory note [Member] | ||||||||||||||||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||||||||||||||||
Aggregate principal amount | $ 200,000 | |||||||||||||||||||||||||
Maturity date | Jul. 15, 2023 | |||||||||||||||||||||||||
Sponsor loaned | $ 110,000 | |||||||||||||||||||||||||
January Two thousand and twenty three promissory note [Member] | Subsequent Event [Member] | ||||||||||||||||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||||||||||||||||
Sponsor loaned | $ 110,000 | |||||||||||||||||||||||||
Common Class B [Member] | ||||||||||||||||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||||||||||||||||
Percentage of common shares | 50% | |||||||||||||||||||||||||
Representative Shares [Member] | ||||||||||||||||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||||||||||||||||
Shares issued (in Shares) | 57,500 | 57,500 | ||||||||||||||||||||||||
Initial Stockholders [Member] | Common Class B [Member] | Restriction On Transfer [Member] | ||||||||||||||||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||||||||||||||||
Common stock equals or exeeds price per share (in Dollars per share) | $ 12 | |||||||||||||||||||||||||
Administrative Service [Member] | ||||||||||||||||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||||||||||||||||
Accrual expense | $ 30,000 | |||||||||||||||||||||||||
Working Capital Loans [Member] | Working Capital Warrants [Member] | ||||||||||||||||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||||||||||||||||
Working capital warrant converted upon consummation | $ 1,500,000 | $ 1,500,000 | ||||||||||||||||||||||||
Working capital warrant per share (in Dollars per share) | $ 1.5 | $ 1.5 | ||||||||||||||||||||||||
Caltech Trading Corp [Member] | IPO [Member] | Forward Purchase Units [Member] | ||||||||||||||||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||||||||||||||||
Purchase of units issued (in Dollars per share) | 9,000,000 | 9,000,000 | ||||||||||||||||||||||||
Purchase of units issued per share (in Dollars per share) | $ 10 | $ 10 | ||||||||||||||||||||||||
Sponsor [Member] | Common Class B [Member] | ||||||||||||||||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||||||||||||||||
Aggregate shares (in Shares) | 2,875,000 | |||||||||||||||||||||||||
Aggregate purchase price | $ 25,000 | |||||||||||||||||||||||||
Shares subject to forfeiture (in Shares) | 375,000 | |||||||||||||||||||||||||
Percentage of common stock issued and outstanding | 20% | |||||||||||||||||||||||||
Sponsor [Member] | Common Class B [Member] | Jenny Junkeer Chief Financial Officer [Member] | ||||||||||||||||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||||||||||||||||
Foundder shares sold (in Shares) | 15,000 | |||||||||||||||||||||||||
Sale price per share (in Dollars per share) | $ 0.009 | |||||||||||||||||||||||||
Sponsor [Member] | Common Class B [Member] | Robin Meister Independent Director [Member] | ||||||||||||||||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||||||||||||||||
Foundder shares sold (in Shares) | 10,000 | |||||||||||||||||||||||||
Sale price per share (in Dollars per share) | $ 0.009 | |||||||||||||||||||||||||
Sponsor [Member] | Common Class B [Member] | Michael Tomczyk Independent Director [Member] | ||||||||||||||||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||||||||||||||||
Foundder shares sold (in Shares) | 10,000 | |||||||||||||||||||||||||
Sale price per share (in Dollars per share) | $ 0.009 | |||||||||||||||||||||||||
Sponsor [Member] | Common Class B [Member] | Lynn Perkins Independent Director [Member] | ||||||||||||||||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||||||||||||||||
Foundder shares sold (in Shares) | 10,000 | |||||||||||||||||||||||||
Sale price per share (in Dollars per share) | $ 0.009 | |||||||||||||||||||||||||
Sponsor [Member] | Common Class B [Member] | ARC Capita [Member] | ||||||||||||||||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||||||||||||||||
Foundder shares sold (in Shares) | 50,000 | |||||||||||||||||||||||||
Sale price per share (in Dollars per share) | $ 0.009 | |||||||||||||||||||||||||
Sponsor [Member] | Unsecured Promissory Note [Member] | ||||||||||||||||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||||||||||||||||
Aggregate principal amount | $ 300,000 | $ 400,000 | ||||||||||||||||||||||||
Borrowed amount | $ 141,768 | |||||||||||||||||||||||||
Sponsor [Member] | June 2022 Note [Member] | ||||||||||||||||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||||||||||||||||
Aggregate principal amount | $ 20,000 | |||||||||||||||||||||||||
Maturity date | May 15, 2023 | |||||||||||||||||||||||||
Remains outstanding non-interest bearing | $ 19,957 | $ 19,957 | ||||||||||||||||||||||||
Sponsor [Member] | August 2022 Note [Member] | ||||||||||||||||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||||||||||||||||
Aggregate principal amount | $ 200,000 | |||||||||||||||||||||||||
Maturity date | Feb. 02, 2023 | |||||||||||||||||||||||||
Interest rate | 9% | |||||||||||||||||||||||||
Principal amount | $ 209,235 | 200,000 | ||||||||||||||||||||||||
Sponsor [Member] | August 2022 Note [Member] | Accrued Interest [Member] | ||||||||||||||||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||||||||||||||||
Accrued interest | 10,794 | 7,545 | ||||||||||||||||||||||||
Sponsor [Member] | Administrative Service [Member] | ||||||||||||||||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||||||||||||||||
Related party transaction, amount of transaction | $ 30,000 | $ 5,000 | $ 20,000 | 30,000 | ||||||||||||||||||||||
Sponsor [Member] | Working Capital Loans [Member] | ||||||||||||||||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||||||||||||||||
Borrowings | $ 0 | 0 | ||||||||||||||||||||||||
Sponsor [Member] | General And Administrative Services [Member] | ||||||||||||||||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||||||||||||||||
Related party transaction, amount of transaction | $ 5,000 | |||||||||||||||||||||||||
Sponsor And Initial Stockholders [Member] | ||||||||||||||||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||||||||||||||||
Sale of stock, percentage of ownership after transaction | 20% | |||||||||||||||||||||||||
Sponsor And Initial Stockholders [Member] | Common Stock [Member] | ||||||||||||||||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||||||||||||||||
Sale of stock, percentage of ownership after transaction | 50% | |||||||||||||||||||||||||
Representative [Member] | Minimum [Member] | ||||||||||||||||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||||||||||||||||
Liquidation rights waived on failure of business combination | 12 months | 12 months | ||||||||||||||||||||||||
Representative [Member] | Maximum [Member] | ||||||||||||||||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||||||||||||||||
Liquidation rights waived on failure of business combination | 18 months | 18 months | ||||||||||||||||||||||||
Initial Stockholders [Member] | Common Class B [Member] | Restriction On Transfer [Member] | ||||||||||||||||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||||||||||||||||
Common stock equals or exeeds price per share (in Dollars per share) | $ 12 | |||||||||||||||||||||||||
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 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) | 1 Months Ended | 6 Months Ended | 10 Months Ended | 12 Months Ended | ||
Dec. 20, 2022 | Feb. 16, 2023 | Jun. 30, 2023 | Dec. 31, 2021 | Dec. 31, 2022 | Dec. 30, 2022 | |
Commitments and Contingencies (Details) [Line Items] | ||||||
Percentage of underwriting discount | 1.25% | |||||
Underwriting fees | $ 1,437,500 | |||||
Percentage of deferred underwriting discount | 3.25% | |||||
Underwriting deferred fee | $ 3,737,500 | |||||
Stock vesting | $ 351,038 | |||||
Marketing expense | $ 5,000 | $ 15,000 | ||||
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. | |||||
Period of stock vesting | 3 years | |||||
Salary percentage | 200% | |||||
Over-Allotment Option [Member] | ||||||
Commitments and Contingencies (Details) [Line Items] | ||||||
Shares issued (in Shares) | 1,500,000 | 1,500,000 | ||||
Underwriting fees | $ 1,437,500 | |||||
Underwriting deferred fee | $ 3,737,500 | |||||
Initial Public Offering [Member] | ||||||
Commitments and Contingencies (Details) [Line Items] | ||||||
Percentage of underwriting discount | 1.25% | |||||
Percentage of deferred underwriting discount | 3.25% | |||||
Class A Common Stock [Member] | ||||||
Commitments and Contingencies (Details) [Line Items] | ||||||
Common stock, par or stated value per share (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||
Common stock, voting rights | one | one | ||||
Sale of stock, price per share (in Dollars per share) | $ 18 | $ 18 | ||||
New Acquiror Class A Common Stock [Member] | ||||||
Commitments and Contingencies (Details) [Line Items] | ||||||
Common stock, par or stated value per share (in Dollars per share) | $ 0.0001 | |||||
Common stock, voting rights | one | one | ||||
Fama Financial Services [Member] | Chief Marketing Officer [Member] | ||||||
Commitments and Contingencies (Details) [Line Items] | ||||||
Target bonus rate | 3% | |||||
Year One [Member] | ||||||
Commitments and Contingencies (Details) [Line Items] | ||||||
Salary percentage | 20% | |||||
Year Two [Member] | ||||||
Commitments and Contingencies (Details) [Line Items] | ||||||
Salary percentage | 15% | |||||
FEXD Sponsor [Member] | ||||||
Commitments and Contingencies (Details) [Line Items] | ||||||
Period of stock vesting | 3 years | |||||
Cliff vesting period | 12 months | |||||
FEXD Sponsor [Member] | Chief Marketing Officer [Member] | ||||||
Commitments and Contingencies (Details) [Line Items] | ||||||
Officer compensation | $ 400,000 | $ 400,000 | ||||
Performance bonus | 150,000 | 150,000 | ||||
Guaranteed performance bonus | 15,000 | 15,000 | ||||
Stock vesting | 200,000 | 200,000 | ||||
Fama Financial Services [Member] | Chief Marketing Officer [Member] | ||||||
Commitments and Contingencies (Details) [Line Items] | ||||||
Officer compensation | 500,000 | |||||
Stock vesting | $ 50,000 | |||||
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 | 200% | |||||
De SPAC Service agreement [Member] | ||||||
Commitments and Contingencies (Details) [Line Items] | ||||||
Other commitment | $ 22,500 | |||||
De SPAC Service agreement [Member] | Accounts Payable and Accrued Liabilities [Member] | ||||||
Commitments and Contingencies (Details) [Line Items] | ||||||
Other commitment | 45,000 | |||||
De SPAC Service agreement [Member] | Service Compensation Provided form Monetary [Member] | ||||||
Commitments and Contingencies (Details) [Line Items] | ||||||
Other commitment | 90,000 | |||||
De SPAC Service agreement [Member] | Service Compensation Provided form Shares [Member] | ||||||
Commitments and Contingencies (Details) [Line Items] | ||||||
Other commitment | 22,500 | |||||
Rana Business Combination Agreement [Member] | ||||||
Commitments and Contingencies (Details) [Line Items] | ||||||
Escrow amount | 5,711,662 | 5,711,662 | ||||
Cash consideration | $ 7,800,000 | |||||
Rana Business Combination Agreement [Member] | New Acquiror Class A Common Stock [Member] | ||||||
Commitments and Contingencies (Details) [Line Items] | ||||||
Cash consideration | $ 7,800,000 | |||||
Equity consideration (in Shares) | 7,020,000 | 11,500,000 | ||||
Afinoz Business Combination Agreement [Member] | ||||||
Commitments and Contingencies (Details) [Line Items] | ||||||
Escrow amount | $ 700,000 | $ 700,000 | ||||
Cash consideration | $ 5,000,000 | |||||
Afinoz Business Combination Agreement [Member] | New Acquiror Class A Common Stock [Member] | ||||||
Commitments and Contingencies (Details) [Line Items] | ||||||
Cash consideration | $ 5,000,000 | |||||
Equity consideration (in Shares) | 11,500,000 | 7,020,000 | ||||
Rana and Afinoz Business Combination Agreement [Member] | New Acquiror Class A Common Stock [Member] | Share Price Equal To or Exceeds Twelve Point Zero Zero [Member] | ||||||
Commitments and Contingencies (Details) [Line Items] | ||||||
Sale of stock, price per share (in Dollars per share) | $ 12 |
Derivative Financial Instrume_2
Derivative Financial Instruments (Details) - USD ($) $ / shares in Units, $ in Millions | 1 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jan. 31, 2023 | Oct. 30, 2022 | Jul. 16, 2021 | Jun. 30, 2023 | Dec. 31, 2022 | Oct. 21, 2021 | |
Derivative Financial Instruments (Details) [Line Items] | ||||||
Expire warrants | 5 years | 5 years | ||||
Price per share (in Dollars per share) | $ 10 | $ 11.5 | ||||
Equity proceeds percentage | 60% | 60% | ||||
Markert value per share (in Dollars per share) | $ 9.2 | $ 9.2 | ||||
Equaly adjusted market value percenatge | 115% | 115% | ||||
Warrant Price (in Dollars per share) | $ 0.01 | $ 0.01 | ||||
Effective issue price (in Dollars per share) | $ 11.5 | |||||
Minimum [Member] | ||||||
Derivative Financial Instruments (Details) [Line Items] | ||||||
Purchase share | 8,000,000 | |||||
Aggregate purchase price (in Dollars) | $ 80 | |||||
Maximum [Member] | ||||||
Derivative Financial Instruments (Details) [Line Items] | ||||||
Purchase share | 9,000,000 | |||||
Aggregate purchase price (in Dollars) | $ 90 | |||||
Public Warrants [Member] | ||||||
Derivative Financial Instruments (Details) [Line Items] | ||||||
Warrants issued | 5,750,000 | 5,750,000 | ||||
Consideration receivable percentage | 70% | 70% | ||||
Private Placement Warrants [Member] | ||||||
Derivative Financial Instruments (Details) [Line Items] | ||||||
Warrant Price (in Dollars per share) | $ 11.5 | $ 11.5 | ||||
Warrants issued | 3,900,250 | 3,900,250 | ||||
Guidance contained | 1,150,000 | 1,150,000 | ||||
Market Value [Member] | ||||||
Derivative Financial Instruments (Details) [Line Items] | ||||||
Trigger price (in Dollars per share) | $ 18 | $ 18 | ||||
Initial Public Offering [Member] | ||||||
Derivative Financial Instruments (Details) [Line Items] | ||||||
Warrants issued | 9,650,250 | 9,650,250 | ||||
Common Class A [Member] | ||||||
Derivative Financial Instruments (Details) [Line Items] | ||||||
Price per share (in Dollars per share) | $ 18 | $ 18 | ||||
Equaly adjusted market value percenatge | 180% | 180% | ||||
Sale price of exceeds per share (in Dollars per share) | $ 18 | $ 18 | ||||
Effective issue price (in Dollars per share) | $ 10 | |||||
Common Class A [Member] | Market Value [Member] | ||||||
Derivative Financial Instruments (Details) [Line Items] | ||||||
Trigger price (in Dollars per share) | 10 | $ 10 | ||||
Common Class A [Member] | Initial Public Offering [Member] | ||||||
Derivative Financial Instruments (Details) [Line Items] | ||||||
Effective issue price (in Dollars per share) | $ 10 | $ 10 | ||||
Forward Purchase Units [Member] | Common Class A [Member] | ||||||
Derivative Financial Instruments (Details) [Line Items] | ||||||
Purchase share | 1 | |||||
Forward Purchase share [Member] | Common Class A [Member] | ||||||
Derivative Financial Instruments (Details) [Line Items] | ||||||
Purchase share | 1 | |||||
Forward Purchase Right [Member] | Common Class A [Member] | ||||||
Derivative Financial Instruments (Details) [Line Items] | ||||||
Purchase share | 1 |
Fair Value of Financial Instr_3
Fair Value of Financial Instruments (Details) | Jun. 30, 2023 $ / shares |
Fair Value Disclosures [Abstract] | |
Trading price per share | $ 10.69 |
Purchase price per share | $ 10 |
Fair Value of Financial Instr_4
Fair Value of Financial Instruments (Details) - Schedule of Fair Value Hierarchy of the Valuation Techniques - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Quoted Prices in Active Markets (Level 1) [Member] | |||
Fair Value of Financial Instruments (Details) - Schedule of Fair Value Hierarchy of the Valuation Techniques [Line Items] | |||
Fair Value | $ 115,000 | $ 402,500 | |
Quoted Prices in Active Markets (Level 1) [Member] | Public Warrants [Member] | |||
Fair Value of Financial Instruments (Details) - Schedule of Fair Value Hierarchy of the Valuation Techniques [Line Items] | |||
Fair Value | 115,000 | 402,500 | |
Quoted Prices in Active Markets (Level 1) [Member] | Private Placement Warrants [Member] | |||
Fair Value of Financial Instruments (Details) - Schedule of Fair Value Hierarchy of the Valuation Techniques [Line Items] | |||
Fair Value | |||
Quoted Prices in Active Markets (Level 1) [Member] | Forward Purchase Agreement Liability [Member] | |||
Fair Value of Financial Instruments (Details) - Schedule of Fair Value Hierarchy of the Valuation Techniques [Line Items] | |||
Fair Value | |||
Significant Other Observable Inputs (Level 2) [Member] | |||
Fair Value of Financial Instruments (Details) - Schedule of Fair Value Hierarchy of the Valuation Techniques [Line Items] | |||
Fair Value | 124,005 | 353,518 | |
Significant Other Observable Inputs (Level 2) [Member] | Public Warrants [Member] | |||
Fair Value of Financial Instruments (Details) - Schedule of Fair Value Hierarchy of the Valuation Techniques [Line Items] | |||
Fair Value | |||
Significant Other Observable Inputs (Level 2) [Member] | Private Placement Warrants [Member] | |||
Fair Value of Financial Instruments (Details) - Schedule of Fair Value Hierarchy of the Valuation Techniques [Line Items] | |||
Fair Value | 124,005 | 353,518 | |
Significant Other Observable Inputs (Level 2) [Member] | Forward Purchase Agreement Liability [Member] | |||
Fair Value of Financial Instruments (Details) - Schedule of Fair Value Hierarchy of the Valuation Techniques [Line Items] | |||
Fair Value | |||
Significant Other Unobservable Inputs (Level 3) [Member] | |||
Fair Value of Financial Instruments (Details) - Schedule of Fair Value Hierarchy of the Valuation Techniques [Line Items] | |||
Fair Value | 123,287 | 285,567 | 5,433,006 |
Significant Other Unobservable Inputs (Level 3) [Member] | Public Warrants [Member] | |||
Fair Value of Financial Instruments (Details) - Schedule of Fair Value Hierarchy of the Valuation Techniques [Line Items] | |||
Fair Value | 2,185,000 | ||
Significant Other Unobservable Inputs (Level 3) [Member] | Private Placement Warrants [Member] | |||
Fair Value of Financial Instruments (Details) - Schedule of Fair Value Hierarchy of the Valuation Techniques [Line Items] | |||
Fair Value | 1,521,098 | ||
Significant Other Unobservable Inputs (Level 3) [Member] | Forward Purchase Agreement Liability [Member] | |||
Fair Value of Financial Instruments (Details) - Schedule of Fair Value Hierarchy of the Valuation Techniques [Line Items] | |||
Fair Value | $ 123,287 | $ 285,567 | $ 1,726,908 |
Fair Value of Financial Instr_5
Fair Value of Financial Instruments (Details) - Schedule of the Fair Value of the Forward Purchase Agreement Liability, Measured Using Level 3 Inputs - USD ($) | 3 Months Ended | |||
Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2022 | Mar. 31, 2022 | |
Schedule Of The Fair Value Of The Forward Purchase Agreement Liability Measured Using Level3 Inputs Abstract | ||||
Forward purchase agreement liability, Beginning balance | $ 291,011 | $ 285,567 | $ 1,887,939 | $ 1,726,908 |
Change in fair value | (167,724) | 5,444 | (110,823) | 161,031 |
Forward purchase agreement liability, Ending balance | $ 123,287 | $ 291,011 | $ 1,777,116 | $ 1,887,939 |
Fair Value of Financial Instr_6
Fair Value of Financial Instruments (Details) - Schedule of the Company’s Liabilities That Are Measured at Fair Value on a Recurring Basis - $ / shares | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Private Placement Warrants [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Exercise price (in Dollars per share) | $ 11.5 | $ 11.5 |
Volatility | 6.90% | 4.60% |
Expected term | 5 years 9 months 21 days | 5 years 21 days |
Risk-free rate | 3.98% | 3.91% |
Probability of acquisition | 1.25% | 7.50% |
Dividend yield | 0% | 0% |
Forward Purchase Units [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Exercise price (in Dollars per share) | $ 10 | $ 10 |
Volatility | ||
Expected term | 9 months 21 days | 21 days |
Risk-free rate | 5.28% | 4.04% |
Probability of acquisition | 1.25% | 7.50% |
Dividend yield | 0% | 0% |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - $ / shares | 6 Months Ended | 12 Months Ended | |||||
Jun. 30, 2023 | Dec. 31, 2022 | Mar. 31, 2023 | Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | Mar. 05, 2021 | |
Stockholders' Equity [Abstract] | |||||||
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | 1,000,000 | ||||
Preferred stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||
Preferred stock, shares issued | |||||||
Preferred stock, shares outstanding | |||||||
Common Class A [Member] | |||||||
Stockholders' Equity [Abstract] | |||||||
Common stock, shares authorized | 200,000,000 | 200,000,000 | 200,000,000 | ||||
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||
Common stock, voting rights | one | one | |||||
Common stock, shares issued | 57,500 | 57,500 | 57,500 | ||||
Common stock, shares outstanding | 57,500 | 57,500 | 57,500 | ||||
Temporary equity, shares authorized | 3,972,003 | 11,500,000 | 11,500,000 | ||||
Shares subject to redemption | 11,500,000 | ||||||
Common stock converted | one-for-one basis | ||||||
Number of shares entitles for each right held | one-tenth (1/10) | ||||||
Common Class A [Member] | Common Stock [Member] | |||||||
Stockholders' Equity [Abstract] | |||||||
Common stock, shares outstanding | 57,500 | 57,500 | 57,500 | 57,500 | 57,500 | 57,500 | |
Common Class B [Member] | |||||||
Stockholders' Equity [Abstract] | |||||||
Common stock, shares authorized | 20,000,000 | 20,000,000 | 20,000,000 | ||||
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||
Common stock, voting rights | one | one | |||||
Common stock, shares issued | 2,875,000 | 2,875,000 | 2,875,000 | ||||
Common stock, shares outstanding | 2,875,000 | 2,875,000 | 2,875,000 | ||||
Common Class B [Member] | Common Stock [Member] | |||||||
Stockholders' Equity [Abstract] | |||||||
Common stock, shares authorized | 200,000,000 | ||||||
Common stock, shares outstanding | 2,875,000 | 2,875,000 | 2,875,000 | 2,875,000 | 2,875,000 | 2,875,000 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) | 1 Months Ended | 10 Months Ended | 12 Months Ended | ||||||
Jul. 18, 2023 | Jun. 21, 2023 | Apr. 24, 2023 | Apr. 21, 2023 | Apr. 20, 2023 | Jan. 20, 2023 | Jul. 18, 2023 | Dec. 31, 2021 | Dec. 31, 2022 | |
Subsequent Events (Details) [Line Items] | |||||||||
Sponsor deposited | $ 127,000 | $ 110,000 | |||||||
Consummated the private placement | $ 1,150,000 | $ 3,900,250 | |||||||
Aggregate shares (in Shares) | 0.055 | ||||||||
July 2023 [Member] | |||||||||
Subsequent Events (Details) [Line Items] | |||||||||
Interest percentage | 8% | 8% | |||||||
Private Placement Warrants [Member] | |||||||||
Subsequent Events (Details) [Line Items] | |||||||||
Private placement warrant (in Shares) | 1,150,000 | ||||||||
Warrants issued price per warrant (in Dollars per share) | $ 1 | ||||||||
Subsequent Event [Member] | |||||||||
Subsequent Events (Details) [Line Items] | |||||||||
Sponsor deposited | $ 120,000 | ||||||||
Consummated the private placement | $ 1,150,000 | ||||||||
Subsequent Event [Member] | Private Placement Warrants [Member] | |||||||||
Subsequent Events (Details) [Line Items] | |||||||||
Private placement warrant (in Shares) | 1,150,000 | ||||||||
Warrants issued price per warrant (in Dollars per share) | $ 1 | ||||||||
Subsequent Event [Member] | First Extension Promissory Note [Member] | |||||||||
Subsequent Events (Details) [Line Items] | |||||||||
Sponsor deposited | $ 120,000 | ||||||||
Forecast [Member] | |||||||||
Subsequent Events (Details) [Line Items] | |||||||||
Aggregate shares (in Shares) | 7,527,997 | ||||||||
Estimated redemption price per share (in Dollars per share) | $ 10.48 | ||||||||
Aggregate amount | $ 78,893,408.56 | ||||||||
January 2023 Promissory Note [Member] | FEXD Sponsor [Member] | |||||||||
Subsequent Events (Details) [Line Items] | |||||||||
Promissory note amount | $ 200,000 |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies (Details) - Schedule of earnings per share, basic and diluted - USD ($) | 3 Months Ended | 6 Months Ended | 10 Months Ended | 12 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | |
Common Class A [Member] | ||||||
Summary of Significant Accounting Policies (Details) - Schedule of earnings per share, basic and diluted [Line Items] | ||||||
Allocation of net income | $ (916,293) | $ 3,072,757 | ||||
Basic weighted average common stock outstanding | 6,759,436 | 11,557,500 | 9,145,214 | 11,557,500 | 2,726,188 | 11,557,500 |
Basic and diluted net income per common stock | $ (0.06) | $ 0.06 | $ 0.01 | $ 0.15 | $ (0.34) | $ 0.27 |
Common Class B [Member] | ||||||
Summary of Significant Accounting Policies (Details) - Schedule of earnings per share, basic and diluted [Line Items] | ||||||
Allocation of net income | $ (966,310) | $ 764,367 | ||||
Basic weighted average common stock outstanding | 2,875,000 | 2,875,000 | 2,875,000 | 2,875,000 | 2,875,000 | 2,875,000 |
Basic and diluted net income per common stock | $ (0.06) | $ 0.06 | $ 0.01 | $ 0.15 | $ (0.34) | $ 0.27 |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies (Details) - Schedule of earnings per share, basic and diluted (Parentheticals) - $ / shares | 3 Months Ended | 6 Months Ended | 10 Months Ended | 12 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | |
Common Class A [Member] | ||||||
Summary of Significant Accounting Policies (Details) - Schedule of earnings per share, basic and diluted (Parentheticals) [Line Items] | ||||||
Diluted weighted average common stock outstanding | 6,759,436 | 11,557,500 | 9,145,214 | 11,557,500 | 2,726,188 | 11,557,500 |
Diluted net income per common stock | $ (0.06) | $ 0.06 | $ 0.01 | $ 0.15 | $ (0.34) | $ 0.27 |
Common Class B [Member] | ||||||
Summary of Significant Accounting Policies (Details) - Schedule of earnings per share, basic and diluted (Parentheticals) [Line Items] | ||||||
Diluted weighted average common stock outstanding | 2,875,000 | 2,875,000 | 2,875,000 | 2,875,000 | 2,875,000 | 2,875,000 |
Diluted net income per common stock | $ (0.06) | $ 0.06 | $ 0.01 | $ 0.15 | $ (0.34) | $ 0.27 |
Summary of Significant Accoun_9
Summary of Significant Accounting Policies (Details) - Schedule of the common shares reflected - USD ($) | 3 Months Ended | 10 Months Ended | 12 Months Ended | |||
Oct. 21, 2021 | Jun. 30, 2023 | Mar. 31, 2023 | Dec. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2022 | |
Schedule Of The Common Shares Reflected Abstract | ||||||
Gross proceeds from IPO | $ 11,500,000 | $ 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 | $ (136,891) | $ 2,242,205 | 8,839,800 | $ 9,989,444 | $ 2,242,240 | |
Class A common shares subject to redemption | $ 41,557,941 | $ 116,150,000 | $ 116,150,000 | 118,392,240 | ||
Plus: | ||||||
Remeasurement to common stock subject to possible redemption amount | $ 2,242,240 |
Fair Value of Financial Instr_7
Fair Value of Financial Instruments (Details) - Schedule of fair value hierarchy of the valuation techniques - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Quoted Prices in Active Markets (Level 1) [Member] | |||
Fair Value of Financial Instruments (Details) - Schedule of fair value hierarchy of the valuation techniques [Line Items] | |||
Fair Value | $ 115,000 | $ 402,500 | |
Quoted Prices in Active Markets (Level 1) [Member] | Public Warrants [Member] | |||
Fair Value of Financial Instruments (Details) - Schedule of fair value hierarchy of the valuation techniques [Line Items] | |||
Fair Value | 115,000 | 402,500 | |
Quoted Prices in Active Markets (Level 1) [Member] | Private Placement Warrants [Member] | |||
Fair Value of Financial Instruments (Details) - Schedule of fair value hierarchy of the valuation techniques [Line Items] | |||
Fair Value | |||
Quoted Prices in Active Markets (Level 1) [Member] | Forward Purchase Agreement Liability [Member] | |||
Fair Value of Financial Instruments (Details) - Schedule of fair value hierarchy of the valuation techniques [Line Items] | |||
Fair Value | |||
Significant Other Observable Inputs (Level 2) [Member] | |||
Fair Value of Financial Instruments (Details) - Schedule of fair value hierarchy of the valuation techniques [Line Items] | |||
Fair Value | 124,005 | 353,518 | |
Significant Other Observable Inputs (Level 2) [Member] | Public Warrants [Member] | |||
Fair Value of Financial Instruments (Details) - Schedule of fair value hierarchy of the valuation techniques [Line Items] | |||
Fair Value | |||
Significant Other Observable Inputs (Level 2) [Member] | Private Placement Warrants [Member] | |||
Fair Value of Financial Instruments (Details) - Schedule of fair value hierarchy of the valuation techniques [Line Items] | |||
Fair Value | 124,005 | 353,518 | |
Significant Other Observable Inputs (Level 2) [Member] | Forward Purchase Agreement Liability [Member] | |||
Fair Value of Financial Instruments (Details) - Schedule of fair value hierarchy of the valuation techniques [Line Items] | |||
Fair Value | |||
Significant Other Unobservable Inputs (Level 3) [Member] | |||
Fair Value of Financial Instruments (Details) - Schedule of fair value hierarchy of the valuation techniques [Line Items] | |||
Fair Value | 123,287 | 285,567 | 5,433,006 |
Significant Other Unobservable Inputs (Level 3) [Member] | Public Warrants [Member] | |||
Fair Value of Financial Instruments (Details) - Schedule of fair value hierarchy of the valuation techniques [Line Items] | |||
Fair Value | 2,185,000 | ||
Significant Other Unobservable Inputs (Level 3) [Member] | Private Placement Warrants [Member] | |||
Fair Value of Financial Instruments (Details) - Schedule of fair value hierarchy of the valuation techniques [Line Items] | |||
Fair Value | 1,521,098 | ||
Significant Other Unobservable Inputs (Level 3) [Member] | Forward Purchase Agreement Liability [Member] | |||
Fair Value of Financial Instruments (Details) - Schedule of fair value hierarchy of the valuation techniques [Line Items] | |||
Fair Value | $ 123,287 | $ 285,567 | $ 1,726,908 |
Fair Value of Financial Instr_8
Fair Value of Financial Instruments (Details) - Schedule of the fair value of the forward purchase agreement liability, measured using level 3 inputs - USD ($) | 8 Months Ended | 12 Months Ended |
Dec. 31, 2021 | Dec. 31, 2022 | |
Fair Value of Financial Instruments (Details) - Schedule of the fair value of the forward purchase agreement liability, measured using level 3 inputs [Line Items] | ||
Derivative liabilities, Beginning balance | $ 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 of Financial Instruments (Details) - Schedule of the fair value of the forward purchase agreement liability, measured using level 3 inputs [Line Items] | ||
Transfer of public warrants to level 1 measurement | (2,185,000) | |
Issuance of public warrants, private placement warrants, forward purchase agreement – level 3 | ||
Private Placement Warrants [Member] | ||
Fair Value of Financial Instruments (Details) - Schedule of the fair value of the forward purchase agreement liability, measured using level 3 inputs [Line Items] | ||
Transfer of private placement warrants to level 2 measurement | (1,521,098) | |
Issuance of public warrants, private placement warrants, forward purchase agreement – level 3 | $ 80,500 |
Fair Value of Financial Instr_9
Fair Value of Financial Instruments (Details) - Schedule of the Company’s liabilities that are measured at fair value on a recurring basis - $ / shares | 1 Months Ended | 12 Months Ended | |
Oct. 21, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Public Warrants [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Exercise price (in Dollars per share) | $ 11.5 | $ 11.5 | $ 11.5 |
Volatility | 6.50% | 8.40% | 4.60% |
Expected term | 5 years 9 months | 5 years 6 months 21 days | 5 years 21 days |
Risk-free rate | 1.33% | 1.30% | 3.91% |
Probability of acquisition | 100% | 100% | 7.50% |
Dividend yield | 0% | 0% | 0% |
Private Placement Warrants [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Exercise price (in Dollars per share) | $ 11.5 | $ 11.5 | $ 11.5 |
Volatility | 6.50% | 8.40% | 4.60% |
Expected term | 5 years 9 months | 5 years 6 months 21 days | 5 years 21 days |
Risk-free rate | 1.33% | 1.30% | 3.91% |
Probability of acquisition | 100% | 100% | 7.50% |
Dividend yield | 0% | 0% | 0% |
Forward Purchase Units [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Exercise price (in Dollars per share) | $ 10 | $ 10 | $ 10 |
Volatility | 6.50% | 8.40% | 5.20% |
Expected term | 9 months | 6 months 21 days | 21 days |
Risk-free rate | 0.09% | 0.21% | 4.04% |
Probability of acquisition | 100% | 100% | 7.50% |
Dividend yield | 0% | 0% | 0% |
Fair Value of Financial Inst_10
Fair Value of Financial Instruments (Details) - Schedule of the fair value of the Company’s financial instruments that are measured at fair value on a recurring basis - USD ($) | 8 Months Ended | 12 Months Ended |
Dec. 31, 2021 | Dec. 31, 2022 | |
Private Placement Warrants [Member] | ||
Fair Value of Financial Instruments (Details) - Schedule of the fair value of the Company’s financial instruments that are measured at fair value on a recurring basis [Line Items] | ||
Fair value as of the beginning | $ 1,521,098 | |
Issuance of Private Warrants | 80,500 | |
Issuance of Public Warrants, Private Warrants upon IPO | 1,014,065 | |
Signing of Forward Purchase Agreement upon IPO | ||
Change in fair value | 507,033 | (1,248,080) |
Fair value as of the ending | 1,521,098 | 353,518 |
Public Warrants [Member] | ||
Fair Value of Financial Instruments (Details) - Schedule of the fair value of the Company’s financial instruments that are measured at fair value on a recurring basis [Line Items] | ||
Fair value as of the beginning | 2,185,000 | |
Issuance of Private Warrants | ||
Issuance of Public Warrants, Private Warrants upon IPO | 1,380,000 | |
Signing of Forward Purchase Agreement upon IPO | ||
Change in fair value | 805,000 | (1,782,500) |
Fair value as of the ending | 2,185,000 | 402,500 |
Total Warrant Liability [Member] | ||
Fair Value of Financial Instruments (Details) - Schedule of the fair value of the Company’s financial instruments that are measured at fair value on a recurring basis [Line Items] | ||
Fair value as of the beginning | 3,706,098 | |
Issuance of Private Warrants | 80,500 | |
Issuance of Public Warrants, Private Warrants upon IPO | 2,394,065 | |
Signing of Forward Purchase Agreement upon IPO | ||
Change in fair value | 1,312,033 | (3,030,580) |
Fair value as of the ending | 3,706,098 | 756,018 |
Forward Purchase Agreement [Member] | ||
Fair Value of Financial Instruments (Details) - Schedule of the fair value of the Company’s financial instruments that are measured at fair value on a recurring basis [Line Items] | ||
Fair value as of the beginning | 1,726,908 | |
Issuance of Private Warrants | ||
Signing of Forward Purchase Agreement upon IPO | 1,500,675 | |
Change in fair value | 226,233 | (1,441,341) |
Fair value as of the ending | $ 1,726,908 | $ 285,567 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | 10 Months Ended | 12 Months Ended |
Dec. 31, 2021 | Dec. 31, 2022 | |
Income Taxes (Details) [Line Items] | ||
Valuation allowance | $ 50,765 | $ 136,631 |
Domestic Tax Authority [Member] | ||
Income Taxes (Details) [Line Items] | ||
U.S. federal net operating loss |
Income Taxes (Details) - Schedu
Income Taxes (Details) - Schedule of Net Deferred Tax Assets - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Deferred tax asset | ||
Start-up costs | $ 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 |
Income Taxes (Details) - Sche_2
Income Taxes (Details) - Schedule of Income Tax Provision - USD ($) | 10 Months Ended | 12 Months Ended |
Dec. 31, 2021 | Dec. 31, 2022 | |
Federal | ||
Current | $ 290,342 | |
Less: | ||
Loss carryforward | ||
Deferred | (50,765) | (136,631) |
State | ||
Current | ||
Deferred | ||
Change in valuation allowance | 50,765 | 136,631 |
Income tax provision | $ 290,342 |
Income Taxes (Details) - Sche_3
Income Taxes (Details) - Schedule of Reconciliation of the Federal Income Tax Rate | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule Of Reconciliation Of The Federal Income Tax Rate Abstract | ||||
Statutory federal income tax rate | 21% | 21% | 21% | 21% |
Transaction costs associated with the Initial Public Offering | 6% | (1.00%) | ||
Change in valuation allowance | 3% | (3.00%) | ||
Change in fair value of warrant liabilities and forward purchase agreement | (23.00%) | (17.00%) | ||
Income tax provision | 79% | 0% | 7% | 0% |