Document And Entity Information
Document And Entity Information - shares | 9 Months Ended | |
Sep. 30, 2023 | Nov. 14, 2023 | |
Document Information Line Items | ||
Entity Registrant Name | HUDSON ACQUISITION I CORP. | |
Document Type | 10-Q | |
Current Fiscal Year End Date | --12-31 | |
Entity Common Stock, Shares Outstanding | 4,500,156 | |
Amendment Flag | false | |
Entity Central Index Key | 0001853047 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Document Period End Date | Sep. 30, 2023 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q3 | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Shell Company | true | |
Entity Ex Transition Period | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity File Number | 001-41532 | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 86-2712843 | |
Entity Address, Address Line One | 19 West 44th Street | |
Entity Address, Address Line Two | Suite 1001 | |
Entity Address, City or Town | New York | |
Entity Address, State or Province | NY | |
Entity Address, Postal Zip Code | 10036 | |
City Area Code | (347) | |
Local Phone Number | 205-3126 | |
Entity Interactive Data Current | Yes | |
Common Stock | ||
Document Information Line Items | ||
Trading Symbol | HUDA | |
Title of 12(b) Security | Common Stock | |
Security Exchange Name | NASDAQ | |
Rights | ||
Document Information Line Items | ||
Trading Symbol | HUDAR | |
Title of 12(b) Security | Rights | |
Security Exchange Name | NASDAQ | |
Units | ||
Document Information Line Items | ||
Trading Symbol | HUDAU | |
Title of 12(b) Security | Units | |
Security Exchange Name | NASDAQ |
Condensed Balance Sheets
Condensed Balance Sheets - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash | $ 28,332 | $ 138,917 |
Prepaid expenses and other current assets | 99,739 | 194,091 |
Total current assets | 128,071 | 333,008 |
Marketable securities held in Trust Account | 25,540,833 | 69,987,957 |
Total assets | 25,668,904 | 70,320,965 |
Current liabilities: | ||
Accounts payable and accrued liabilities | 733,958 | 60,019 |
Franchise tax payable | 18,308 | 83,623 |
Income tax payable | 681,000 | 118,000 |
Excise tax payable | 461,700 | |
Related party payables | 101,708 | 27,645 |
Total current liabilities | 2,278,674 | 289,287 |
Deferred underwriting commissions | 2,723,060 | 2,723,060 |
Total liabilities | 5,001,734 | 3,012,347 |
Commitments and Contingencies (Note 5) | ||
Common stock subject to possible redemption, 2,417,331 and 6,845,300 shares at redemption value of $10.38 and $10.19 per share as of September 30, 2023 and December 31, 2022, respectively | 25,083,825 | 69,786,334 |
Stockholders’ deficit: | ||
Common stock, par value $0.0001, 200,000,000 shares authorized; 2,082,825 shares issued and outstanding as of September 30, 2023 and December 31, 2022, respectively, excluding 2,417,331 and 6,845,300 shares subject to possible redemption as of September 30, 2023 and December 31, 2022, respectively | 209 | 209 |
Additional paid-in capital | ||
Accumulated deficit | (4,416,864) | (2,477,925) |
Total stockholders’ deficit | (4,416,655) | (2,477,716) |
Total liabilities, redeemable common stock and stockholders’ deficit | 25,668,904 | 70,320,965 |
Related Party | ||
Current liabilities: | ||
Related party payables | 101,708 | 27,645 |
Note payable - related party | $ 282,000 |
Condensed Balance Sheets (Paren
Condensed Balance Sheets (Parentheticals) - $ / shares | Sep. 30, 2023 | Dec. 31, 2022 |
Statement of Financial Position [Abstract] | ||
Common stock subject to possible redemption, shares | 2,417,331 | 6,845,300 |
Common stock subject to possible redemption, redemption value per share (in Dollars per share) | $ 10.38 | $ 10.19 |
Common stock par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 200,000,000 | 200,000,000 |
Common stock, shares issued | 2,082,825 | 2,082,825 |
Common stock, shares outstanding | 2,082,825 | 2,082,825 |
Statements of Operations (Unaud
Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Operating expenses: | ||||
General and administrative | $ 678,504 | $ 6,978 | $ 1,237,240 | $ 35,995 |
Franchise tax expense | 50,000 | 6,500 | 150,000 | 23,700 |
Loss from operations | (728,504) | (13,478) | (1,387,240) | (59,695) |
Other income: | ||||
Interest earned on marketable securities held in Trust Account | 393,358 | 1,940,473 | ||
Other income, net | 393,358 | 1,940,473 | ||
Income (Loss) before income taxes | (335,146) | (13,478) | 553,233 | (59,695) |
Provision for income taxes | (108,000) | (563,000) | ||
Net loss | $ (443,146) | $ (13,478) | $ (9,767) | $ (59,695) |
Redeemable | ||||
Other income: | ||||
Basic net income (loss) per share (in Dollars per share) | $ (0.03) | $ 0.07 | ||
Weighted-average common shares outstanding, basic (in Shares) | 3,204,525 | 5,631,708 | ||
Non-Redeemable | ||||
Other income: | ||||
Basic net income (loss) per share (in Dollars per share) | $ (0.17) | $ (0.01) | $ (0.19) | $ (0.03) |
Weighted-average common shares outstanding, basic (in Shares) | 2,082,825 | 1,711,325 | 2,082,825 | 1,711,325 |
Statements of Operations (Una_2
Statements of Operations (Unaudited) (Parentheticals) - $ / shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Redeemable | ||||
Diluted net income (loss) per share | $ (0.03) | $ 0.07 | ||
Weighted-average common shares outstanding, Diluted | 3,204,525 | 5,631,708 | ||
Non-Redeemable | ||||
Diluted net income (loss) per share | $ (0.17) | $ (0.01) | $ (0.19) | $ (0.03) |
Weighted-average common shares outstanding, Diluted | 2,082,825 | 1,711,325 | 2,082,825 | 1,711,325 |
Statements of Changes in Stockh
Statements of Changes in Stockholders’ (Deficit) Equity (Unaudited) - USD ($) | Common Stock | Additional Paid-in Capital | Accumulated Deficit | Total |
Balance at Dec. 31, 2021 | $ 173 | $ 24,827 | $ (20,758) | $ 4,242 |
Balance (in Shares) at Dec. 31, 2021 | 1,725,000 | |||
Net income (loss) | (17,458) | (17,458) | ||
Balance at Mar. 31, 2022 | $ 173 | 24,827 | (38,216) | (13,216) |
Balance (in Shares) at Mar. 31, 2022 | 1,725,000 | |||
Balance at Dec. 31, 2021 | $ 173 | 24,827 | (20,758) | 4,242 |
Balance (in Shares) at Dec. 31, 2021 | 1,725,000 | |||
Net income (loss) | (59,695) | |||
Balance at Sep. 30, 2022 | $ 173 | 24,827 | (80,453) | (55,453) |
Balance (in Shares) at Sep. 30, 2022 | 1,725,000 | |||
Balance at Mar. 31, 2022 | $ 173 | 24,827 | (38,216) | (13,216) |
Balance (in Shares) at Mar. 31, 2022 | 1,725,000 | |||
Net income (loss) | (28,759) | (28,759) | ||
Balance at Jun. 30, 2022 | $ 173 | 24,827 | (66,975) | (41,975) |
Balance (in Shares) at Jun. 30, 2022 | 1,725,000 | |||
Net income (loss) | (13,478) | (13,478) | ||
Balance at Sep. 30, 2022 | $ 173 | 24,827 | (80,453) | (55,453) |
Balance (in Shares) at Sep. 30, 2022 | 1,725,000 | |||
Balance at Dec. 31, 2022 | $ 209 | (2,477,925) | $ (2,477,716) | |
Balance (in Shares) at Dec. 31, 2022 | 2,082,825 | 2,082,825 | ||
Accretion of carrying value to redemption value | (502,699) | $ (502,699) | ||
Net income (loss) | 290,779 | 290,779 | ||
Balance at Mar. 31, 2023 | $ 209 | (2,689,845) | (2,689,636) | |
Balance (in Shares) at Mar. 31, 2023 | 2,082,825 | |||
Balance at Dec. 31, 2022 | $ 209 | (2,477,925) | $ (2,477,716) | |
Balance (in Shares) at Dec. 31, 2022 | 2,082,825 | 2,082,825 | ||
Net income (loss) | $ (9,767) | |||
Balance at Sep. 30, 2023 | $ 209 | (4,416,864) | $ (4,416,655) | |
Balance (in Shares) at Sep. 30, 2023 | 2,082,825 | 2,082,825 | ||
Balance at Mar. 31, 2023 | $ 209 | (2,689,845) | $ (2,689,636) | |
Balance (in Shares) at Mar. 31, 2023 | 2,082,825 | |||
Accretion of carrying value to redemption value | (489,416) | (489,416) | ||
Net income (loss) | 142,600 | 142,600 | ||
Balance at Jun. 30, 2023 | $ 209 | (3,036,661) | (3,036,452) | |
Balance (in Shares) at Jun. 30, 2023 | 2,082,825 | |||
Accretion of carrying value to redemption value | (475,357) | (475,357) | ||
Excise tax payable attributable to redemption of common stock | (461,700) | (461,700) | ||
Net income (loss) | (443,146) | (443,146) | ||
Balance at Sep. 30, 2023 | $ 209 | $ (4,416,864) | $ (4,416,655) | |
Balance (in Shares) at Sep. 30, 2023 | 2,082,825 | 2,082,825 |
Statements of Cash Flows (Unaud
Statements of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (9,767) | $ (59,695) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Interest earned on marketable securities held in Trust Account | (1,940,473) | |
Changes in operating assets and liabilities: | ||
Prepaid expenses and other current assets | 94,353 | |
Accounts payable and accrued expenses | 673,939 | 167,912 |
Franchise tax payable | (65,315) | 23,700 |
Income tax payable | 563,000 | |
Deferred offering costs | (312,488) | |
Related party payables | 74,063 | |
Net cash used in operating activities | (610,200) | (180,571) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Cash withdrawn from Trust Account for payment to redeeming stockholders | 46,169,982 | |
Investment of cash in Trust Account | (80,000) | |
Withdrawal of interest from Trust Account to pay taxes | 297,615 | |
Net cash provided by investing activities | 46,387,597 | |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Redemption of common stock | (46,169,982) | |
Proceeds of notes payable - related party | 282,000 | 100,000 |
Net cash (used in) provided by financing activities | (45,887,982) | 100,000 |
NET CHANGE IN CASH | (110,585) | (80,571) |
Cash - Beginning of period | 138,917 | 168,353 |
Cash - End of period | 28,332 | 87,782 |
Non-cash investing and financing activities: | ||
Excise tax payable | 461,700 | |
Deferred offering costs in related party payables | 22,645 | |
Accretion of carrying value to redemption value | 1,467,473 | |
Counterbalance of related party notes against related party payables | $ 100,000 |
Nature of the Organization and
Nature of the Organization and Business | 9 Months Ended |
Sep. 30, 2023 | |
Nature of the Organization and Business [Abstract] | |
NATURE OF THE ORGANIZATION AND BUSINESS | NOTE 1 — NATURE OF THE ORGANIZATION AND BUSINESS Hudson Acquisition I Corp. (“Hudson” or the “Company”) was incorporated in the State of Delaware on January 13, 2021. The Company’s business purpose is to effect a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (our “Initial Business Combination”). The Company has selected December 31 as its fiscal year end. Throughout this report, the terms “our,” “we,” “us,” and the “Company” refer to Hudson Acquisition I Corp. As of September 30, 2023, the Company had not commenced core operations. All activity for the period from January 13, 2021 (inception) through September 30, 2023 relates to the Company’s formation and raising funds through the initial public offering (“Initial Public Offering”), which is described below, and efforts in identifying a target to consummate an Initial Business Combination. The Company will not generate any operating revenues until after the completion of an Initial Business Combination, at the earliest. The Company generates non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering. The registration statement pursuant to which the Company registered its securities offered in the Initial Public Offering was declared effective on October 14, 2022. On October 18, 2022, the Company consummated its Initial Public Offering and sold 6,000,000 units (the “Units”) at a price to the public of $10.00 per Unit, resulting in total gross proceeds of $60,000,000 (before underwriting discounts and commissions and offering expenses). Each Unit consists of one share of common stock of the Company, par value $0.0001 per share (“Common Stock”) and one right to receive one-fifth (1/5) of a share of the Common Stock upon the consummation of an Initial Business Combination (“Right”). Simultaneously with the closing of the Initial Public Offering, the Company’s sponsor, Hudson SPAC Holding LLC (the “Sponsor”) should have purchased a total of 340,000 units (the “Initial Private Placement Units”) at a price of $10.00 per the Initial Private Placement Unit (the “Private Placement”) (see Note 3). On October 21, 2022, the Company closed the sale of 845,300 units (the “OA Units”) at $10.00 per unit as a result of the underwriters’ partial exercise of their over-allotment option (the “Overallotment Offering”) in connection with the previously announced Initial Public Offering pursuant to the underwriting agreement by and between the Company and Chardan Capital Markets, LLC dated October 14, 2022. Each OA Unit consists of one share of Common Stock of the Company, par value $0.0001 per share and one right to receive one-fifth (1/5) of one share of the Common Stock upon the consummation of an Initial Business Combination (the “Right”). Such OA Units were registered pursuant to the Company’s registration statement. As a result of the Overallotment Offering, the Company received gross proceeds of $8,453,000 (before deducting certain underwriting discount and fees), part of which was placed in the Trust Account. On October 21, 2022, simultaneously with the consummation of the Overallotment Offering, the Company completed the private placement of additional 31,500 units (the “Overallotment Private Placement Units”) pursuant to the Unit Private Placement Agreement dated October 14, 2022 by and between the Company and the Sponsor, in connection with the underwriters’ partial exercise of the over-allotment option, at a purchase price of $10.00 per Overallotment Private Placement Unit, generating gross proceeds of $315,000, a portion of which was placed in the Trust Account. Following the closing of the Initial Public Offering and Overallotment, an amount of $69,479,795 was placed in a Trust Account in the United States maintained by Continental Stock Transfer & Trust Company, as trustee. The funds held in the Trust Account were invested only in United States government Treasury bills, bonds or notes having a maturity of 185 days or less, or in money market funds meeting the applicable conditions under Rule 2a-7 promulgated under the Investment Company Act and that invest solely in U.S. treasuries, so that the Company is not deemed to be an investment company under the Investment Company Act. Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay for income or other tax obligations, the remaining proceeds will not be released from the Trust Account until the earlier of the completion of an Initial Business Combination or the Company’s liquidation. The proceeds held in the Trust Account may be used as consideration to pay the sellers of a target business with which the Company will complete the Initial Business Combination to the extent not used to pay redeeming stockholders. Any amounts not paid as consideration to the sellers of the target business may be used to finance operations of the target business. No compensation of any kind (including finder’s, consulting or other similar fees) will be paid to any of the Company’s existing officers, directors, stockholders, or any of their affiliates, prior to, or for any services they render in order to effectuate, the consummation of the Initial Business Combination (regardless of the type of transaction that it is). However, such individuals will receive reimbursement for any out-of-pocket expenses incurred by them in connection with activities on the Company’s behalf, such as identifying potential target businesses, performing business due diligence on suitable target businesses and business combinations as well as traveling to and from the offices, plants or similar locations of prospective target businesses to examine their operations. Since the role of present management after our Initial Business Combination is uncertain, the Company has no ability to determine what remuneration, if any, will be paid to those persons after the Initial Business Combination. The Company intends to use the excess working capital available for miscellaneous expenses such as paying fees to consultants to assist with the search for a target business and for director and officer liability insurance premiums, with the balance being held in reserve in the event due diligence, legal, accounting and other expenses of structuring and negotiating business combinations exceed estimates, as well as for reimbursement of any out-of-pocket expenses incurred by insiders, officers and directors in connection with activities on the Company’s behalf as described below. The allocation of the net proceeds available to the Company outside of the Trust Account, along with the interest earned on the funds held in the Trust Account available to pay for income and other tax liabilities, represents the best estimate of the intended uses of these funds. In the event that the assumptions prove to be inaccurate, the Company may reallocate some of such proceeds within the above-described categories. If the estimate of the costs of undertaking due diligence and negotiating the Initial Business Combination is less than the actual amount necessary to do so, or the amount of interest available to the Company from the Trust Account is insufficient as a result of the volatile interest rate environment, the Company may be required to raise additional capital, the amount, availability and cost of which is currently unascertainable. In this event, the Company could seek such additional capital through loans or additional investments from the Sponsor or third parties. The Sponsor has agreed to loan the Company up to an aggregate of $1,000,000 to be used for working capital purposes pursuant to a Promissory Note. As of September 30, 2023, the Company had $202,000 in borrowings under the Promissory Note (see Note 4). If we are unable to obtain the necessary funds, we may be forced to cease searching for a target business and liquidate without completing our Initial Business Combination. The Company will likely use substantially all of the net proceeds of the Initial Public Offering, including the funds held in the Trust Account, in connection with the Initial Business Combination and to pay expenses relating thereto, including the deferred underwriting discounts payable to the underwriters. To the extent that the Company’s capital stock is used in whole or in part as consideration to effect the Initial Business Combination, the proceeds held in the Trust Account which are not used to consummate an Initial Business Combination will be disbursed to the combined company and will, along with any other net proceeds not expended, be used as working capital to finance the operations of the target business. Such working capital funds could be used in a variety of ways including continuing or expanding the target business’ operations, for strategic acquisitions. To the extent that the Company is unable to consummate an Initial Business Combination, the Company will pay the costs of liquidation from the remaining assets outside of the Trust Account. If such funds are insufficient, the Sponsor has agreed to pay the funds necessary to complete such liquidation and has agreed not to seek repayment of such expenses. If no business combination is completed prior to the mandatory liquidation date, the proceeds then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to the Company to pay taxes (less $100,000 of interest to pay dissolution expenses), will be used to fund the redemption of the public shares. The Sponsor, directors, director nominees and officers will enter into a letter agreement with the Company, pursuant to which they have agreed to waive their rights to liquidating distributions from the Trust Account with respect to any Founder Shares held by them if the Company fails to complete the Initial Business Combination within such time period. In connection with the shares purchased by the founders, the founders waive any and all right, title, interest or claim of any kind in or to any distributions by the Company from the Trust Account which will be established for the benefit of the Company’s public stockholders and into which substantially all of the proceeds of the Initial Public Offering will be deposited (the “Trust Account”), in the event of a liquidation of the Company upon the Company’s failure to timely complete an Initial Business Combination. Extension Amendment On July 17, 2023, the Company held the Special Meeting. On June 28, 2023, the record date for the Special Meeting, there were 8,556,625 shares of common stock outstanding and entitled to be voted at the Special Meeting, approximately 84% of which were represented in person or by proxy at the Special Meeting. The stockholders approved the proposal to amend the Company’s Certificate of Incorporation to give the Company the option to extend the date by which the Company must effect a Business Combination beyond July 18, 2023 up to nine (9) times for an additional (1) month each time to April 18, 2024 upon the deposit into the Trust Account of $80,000 for each calendar month. This amendment increased the time the Company has to consummate an Initial Business Combination from the original maximum amount of 15 months to 18 months from the Initial Public Offering date. In connection with the votes to approve the proposals above, the holders of 4,427,969 shares of common stock of the Company properly exercised their right to redeem their shares for approximately $10.43 per share, leaving approximately $25 million in the Trust Account. On July 17, 2023, the Company filed a certificate of amendment (the “Certificate of Amendment”) to the Company’s Second Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”) with the Secretary of State of the State of Delaware. The Certificate of Amendment amends the Certificate of Incorporation to (i) give the Company the option to extend the date by which the Company must effect a Business Combination beyond July 18, 2023 up to nine (9) times for an additional (1) month each time to April 18, 2024 upon the deposit into the Trust Account of $80,000 for each calendar month and (ii) eliminate the limitation that the Company may not redeem public shares to the extent that such redemption would result in the Company having net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Securities Exchange Act of 1934 of less than $5,000,001. Liquidity and Capital Resources As of September 30, 2023, the Company had $28,332 in its operating bank account and a working capital deficit of $989,595, which excludes franchise tax payable, income tax payable, and excise tax payable. The Company may raise additional capital through loans or additional investments from the Sponsor or its stockholders, officers, directors, or third parties. The Company’s officers and directors and the Sponsor may but are not obligated to (except as described above), loan the Company funds, from time to time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s working capital needs. Based on the foregoing, the Company believes it will have sufficient working capital and borrowing capacity from the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors to meet its needs through the earlier of the consummation of a Business Combination or at least one year from the date that the financial statements were issued. In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standard Board Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” the Company has until April 18, 2024, assuming the monthly extension requirements are satisfied, to consummate a Business Combination (the “Combination Period”). The Company is able to extend the date by which an Initial Business Combination must be consummated beyond July 18, 2023 up to nine times for an additional one month each time to April 18, 2024 upon the deposit into the Trust Account of $80,000 each calendar month. It is uncertain that the Company will be able to consummate a Business Combination by this time. If a Business Combination is not consummated by April 18, 2024, there will be a mandatory liquidation and subsequent dissolution of the Company. Management has determined that the liquidity condition and mandatory liquidation, should a Business Combination not occur, and potential subsequent dissolution raises substantial doubt about the Company’s ability to continue as a going concern. Management intends to complete a Business Combination prior to the end of the Combination Period. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after the end of the Combination Period. |
Basis of Presentation and Summa
Basis of Presentation and Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2023 | |
Basis of Presentation and Summary of Significant Accounting Policies [Abstract] | |
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 — BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited condensed 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 and Article 8 of Regulation S-X of the Securities and Exchange Commission (the “SEC”). Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the period ended December 31, 2022, as filed with the SEC on September 27, 2023. The interim results for the three and nine months ended September 30, 2023 are not necessarily indicative of the results to be expected for the year ending December 31, 2023, or for any future periods. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s unaudited condensed financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of the financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statement and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statement, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of September 30, 2023 and December 31, 2022. Marketable Securities Held in Trust Account The Company classifies its Marketable Securities as held-to-maturity in accordance with ASC Topic 320 “Investments - Debt and Equity Securities.” Held-to-maturity securities are those securities which the Company has the ability and intent to hold until maturity. Held-to-maturity treasury securities are recorded at amortized cost on the accompanying condensed balance sheet and adjusted for the amortization or accretion of premiums or discounts. When the Company’s investments held in the Trust Account are comprised of money market securities, the investments are classified as trading securities. Gains and losses resulting from the change in fair value of these securities is included in interest earned on investments held in the Trust Account in the accompanying unaudited condensed statement of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. Offering Costs Offering costs consist of professional fees, filing, regulatory and other costs incurred through the balance sheet date that are directly related to the Initial Public Offering. Common Stock Subject to Possible Redemption The Company accounts for its common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that feature redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ deficit section of the Company’s balance sheets. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable ordinary shares are affected by charges against additional paid-in capital and accumulated deficit. As of September 30, 2023 and December 31, 2022, the common stock subject to possible redemption reflected on the condensed balance sheet is reflected in the following table: Gross proceeds $ 68,453,000 Less: Fair value of Public Rights at issuance (3,268,631 ) Common stock issuance costs (4,635,796 ) Fair value of Public Shares 60,548,573 Add: Accretion of carrying value to redemption value 8,931,222 Common stock subject to redemption upon Initial Public Offering and Overallotment Offering $ 69,479,795 Add: Subsequent accretion of carrying value to redemption value 306,539 Common stock subject to possible redemption, December 31, 2022 $ 69,786,334 Less: Redemption of common stock in connection with Trust extension (46,169,982 ) Add: Accretion of carrying value to redemption value 1,467,473 Common stock subject to possible redemption, September 30, 2023 $ 25,083,825 Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. 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 income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of September 30, 2023 and December 31, 2022. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. Net Loss per Share of Common Stock The Company has two outstanding classes of shares, which are referred to as redeemable common stock and non-redeemable common stock. Earnings and losses are shared pro rata between the two classes of stock. The 2,417,331 redeemable shares of common stock for which the outstanding Public Rights are exercisable were excluded from diluted losses per share for the three and nine months ended September 30, 2023 because they are contingently exercisable, and the contingencies have not yet been met. As a result, diluted net loss per share of common stock is the same as basic net loss per share of common stock for the period. The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net loss per share for each class of shares. For the Three Months Ended September 30, 2023 Net loss $ (443,146 ) Accretion of interest earned on Trust Account, after deduction of franchise tax and income tax expense (475,358 ) Net loss including accretion of temporary equity to redemption value $ (918,504 ) Common Non-redeemable Basic and diluted net loss per share: Numerator: Allocation of net loss including accretion of temporary equity $ (556,681 ) $ (361,823 ) Accretion of temporary equity to redemption value 475,358 - Allocation of net loss $ (81,323 ) $ (361,823 ) Denominator: Weighted-average shares outstanding 3,204,525 2,082,825 Basic and diluted net loss per share $ (0.03 ) $ (0.17 ) For the Three Months Ended September 30, 2022 Redeemable Non-redeemable Basic and diluted net loss per share of common stock Numerator: Allocation of net loss $ - $ (13,478 ) Denominator: Basic and diluted weighted average shares outstanding - 1,711,325 Basic and diluted net loss per share of common stock $ - $ (0.01 ) For the Nine Months Ended September 30, 2023 Net loss $ (9,767 ) Accretion of interest earned on Trust Account, after deduction of franchise tax and income tax expense (1,467,473 ) Net loss including accretion of temporary equity to redemption value $ (1,477,240 ) Common Non-redeemable Basic and diluted net loss per share: Numerator: Allocation of net loss including accretion of temporary equity $ (1,078,404 ) $ (398,836 ) Accretion of temporary equity to redemption value 1,467,473 - Allocation of net income (loss) $ 389,069 $ (398,836 ) Denominator: Weighted-average shares outstanding 5,631,708 2,082,825 Basic and diluted net income (loss) per share $ 0.07 $ (0.19 ) For the Nine Months Ended September 30, 2022 Redeemable Non-redeemable Basic and diluted net loss per share of common stock Numerator: Allocation of net loss $ - $ (59,695 ) Denominator: Basic and diluted weighted average shares outstanding - 1,711,325 Basic and diluted net loss per share of common stock $ - $ (0.03 ) Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. As of September 30, 2023, the Company has 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 accompanying balance sheet, primarily due to their short-term nature. Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. U.S. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. Unit Purchase Option At the closing of the Initial Public Offering, the Company sold to the underwriter, for an aggregate of $100, an option (the “UPO”) to purchase 57,500 Units, including over-allotment. The over-allotment option was not exercised in full on October 21, 2022, therefore, the UPO was reduced pro-rata to 57,044 Units, and had a fair value of $25,099. The UPO will be exercisable at any time, in whole or in part, between the close of the business combination and fifth anniversary of the date of the Initial Public Offering at a price per Unit equal to $11.50 (or 115% of the public unit offering price). The Company accounts for the Unit Purchase Option, inclusive of the receipt of $100 cash payment, as an offering cost of the Initial Public Offering resulting in a charge directly to stockholders’ (deficit) equity. The Unit Purchase Option and such units purchased pursuant to the Unit Purchase Option, as well as the common stock underlying such units, the rights included in such units, the shares of common stock that are issuable for the rights included in such units, have been deemed compensation by FINRA and are therefore subject to a 180-day lock-up pursuant to FINRA Rule 5110(e)(1). The Unit Purchase Option grants to holders demand and “piggy back” rights for periods of five seven Representative Shares The Company agreed to issue to the underwriter at the closing of the Initial Public Offering up to 136,906 representative shares (“Representative Shares”), due to the partial exercise of the over-allotment, which will be issued upon the completion of the Initial Business Combination. The representative shares had an initial fair value of $327,205. Recent Accounting Pronouncements Management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statement. Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic and Russia-Ukraine war on the economy and the capital markets and has concluded that, while it is reasonably possible that such events could have negative effects on the Company’s financial position and outlook for an Initial Business Combination, the specific impacts are not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of these uncertainties. The current challenging economic climate may lead to adverse changes in cash flows, working capital levels and/or debt balances, which may also have a direct impact on the Company’s future operating results and financial position after any such Initial Business Combination in the future. The ultimate duration and magnitude of the impact and the efficacy of government interventions on the economy and the financial effect on the Company is not known at this time. The extent of such impact will depend on future developments, which are highly uncertain and not in the Company’s control. |
Initial Public Offering
Initial Public Offering | 9 Months Ended |
Sep. 30, 2023 | |
Initial Public Offering [Abstract] | |
INITIAL PUBLIC OFFERING | NOTE 3 — INITIAL PUBLIC OFFERING Pursuant to the Initial Public Offering, on October 18, 2022, the Company sold 6,000,000 Units at a price to the public of $10.00 per Unit, resulting in total gross proceeds of $60,000,000 (before underwriting discounts and commissions and offering expenses). Each Unit consists of one share of Common Stock of the Company, par value $0.0001 per share and one Right to receive one-fifth (1/5) of a share of the Common Stock upon the consummation of an Initial Business Combination. Simultaneously with the closing of the Initial Public Offering, the Sponsor should have purchased a total of 340,000 Initial Private Placement Units at a price of $10.00 per the Private Placement. However, on October 18, 2022, simultaneously with the consummation of the Initial Public Offering, the Sponsor partially consummated the Private Placement by subscribing to 238,500 Private Placement Units instead of the full Initial Private Placement Units, generating gross proceeds of approximately $2,385,000 instead of the full $3,400,000, part of the proceeds of which were placed in the Trust Account. The Trust Account was nonetheless fully-funded. On November 30, 2022, the Company received an additional remittance of $515,000 underlying the Sponsor’s purchase of the Private Placement Units, reducing the balance to $500,000. Additionally, on December 1, 2022, the Sponsor applied the outstanding balance on the Promissory Note of $500,000 towards the remaining stock subscription balance, which fully funded the Sponsor’s purchase of the Private Placement Units. No underwriting discounts or commissions were paid with respect to the Private Placement. The Purchased Private Placement Units are identical to the Units, except that (a) the Purchased Private Placement Units and their component securities will not be transferable, assignable or saleable until 30 days after the consummation of the Company’s Initial Business Combination except to permitted transferees and (b) the shares and rights included as a component of the Purchased Private Placement Units, so long as they are held by the Sponsor or its permitted transferees, will be entitled to registration rights, respectively. If the Company does not complete the Initial Business Combination before the mandatory liquidation date, the proceeds from the sale of the Private Placement Units held in the Trust Account will be used to fund the redemption of the public shares (subject to the requirements of applicable law) and the rights included as part of the Private Placement Units will expire worthless. On October 21, 2022, the Company closed the sale of 845,300 OA Units at $10.00 per unit as a result of the underwriters’ partial exercise of their over-allotment option in connection with the previously announced Initial Public Offering pursuant to the underwriting agreement by and between the Company and Chardan Capital Markets, LLC dated October 14, 2022. Each OA Unit consists of one share of Common Stock of the Company, par value $0.0001 per share and one right to receive one-fifth (1/5) of one share of the Common Stock upon the consummation of an Initial Business Combination. Such OA Units were registered pursuant to the Company’s registration statement. As a result of the Overallotment Offering, the Company received gross proceeds of $8,453,000 (before deducting certain underwriting discount and fees), part of which was placed in the Trust Account. On October 21, 2022, simultaneously with the consummation of the Overallotment Offering, the Company completed the private placement of additional 31,500 Private Placement Units pursuant to the Unit Private Placement Agreement dated October 14, 2022 by and between the Company and the Sponsor, in connection with the underwriters’ partial exercise of the over-allotment option, at a purchase price of $10.00 per Overallotment Private Placement Unit, generating gross proceeds of $315,000, a portion of which was placed in the Trust Account. Following the closing of the Initial Public Offering and Overallotment, an amount of $69,479,795 was placed in a Trust Account in the United States maintained by Continental Stock Transfer & Trust Company, as trustee. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2023 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 4 — RELATED PARTY TRANSACTIONS Private Placement Units Simultaneously with the closing of the Initial Public Offering, the Sponsor should have purchased a total of 340,000 units (the “Initial Private Placement Units”) at a price of $10.00 per the Initial Private Placement Unit (the “Private Placement”). (see Note 3). Related Party Payables The Company’s founders have paid expenses on behalf of the Company totaling $196,708 and $122,645 as of September 30, 2023 and December 31, 2022, respectively. A total of $101,708 and $27,645 remains payable as of September 30, 2023 and December 31, 2022, respectively. The payables bear no interest and have no specified repayment terms. Promissory Note — Related Party On April 5, 2021, as further amended on April 28, 2021 and September 8, 2022, the Company entered into a promissory note with the Sponsor for principal amount up to $1,000,000. The promissory note is non-interest bearing and matures on the earlier of: (i) the date of the consummation of the Company’s Initial Business Combination or (ii) the date of the liquidation of the Company. The principal balance may be prepaid at any time. A maximum of $1,000,000 of such loans may be converted into Units, at the price of $10.00 per Unit at the option of the Sponsor. On May 6, 2021, the Company made a drawdown of $300,000 on the promissory note. On April 15 and August 19, 2022, the Company made additional drawdowns of $100,000 and $100,000 on the promissory note, respectively. On December 1, 2022, the Sponsor applied the outstanding balance on the Promissory Note of $500,000 towards the payments for Private Placement Units. On July 20, 2023, the Company and the Sponsor amended and restated the promissory note, dated as of April 5, 2021, providing for loans up to $1,000,000 in the aggregate. The promissory note bears no interest and all unpaid principal under the promissory note will be due and payable in full upon the earlier of (i) the date of the consummation of the Company’s Initial Business Combination or (ii) the date of the liquidation of the Company. At the election of the Sponsor, up to $1.0 million of the loans under the promissory note may be settled in Units at a conversion rate of $10.00 per Unit, with each private unit comprised of one share of common stock of the Company and one right to one-fifth of a share of the Company’s common stock. On July 21, 2023, the Company made a draw of $220,000 for working capital purposes, of which $18,000 has been repaid. In connection with the approval of the extension amendment proposal, on July 18, 2023, the Sponsor entered into a non-interest bearing, unsecured promissory note issued by the Company in favor of the Sponsor (the “Extension Note”), providing for loans up to the aggregate principal amount of $720,000. On July 24, 2023, pursuant to the Second Amended and Restated Certificate of Incorporation, as amended by the Certificate of Amendment, $80,000 was deposited into the Trust Account for a one-month extension. $80,000 will be deposited into the Trust Account each month the Company determines to extend the date by which it must consummate an Initial Business Combination. If the Company elects to extend such date until April 18, 2024, an aggregate deposit of $720,000 of the proceeds of the Extension Note will be made into the Trust Account. The Extension Note bears no interest and all unpaid principal under the Extension Note will be due and payable in full upon the earlier of (i) the date of the consummation of the Company’s Initial Business Combination or (ii) the date of the liquidation of the Company. On July 21, 2023, the Company made a draw of $80,000 for extension payment purposes. As of September 30, 2023 and December 31, 2022, there was $282,000 and $0 Administrative Support Agreement Commencing on October 14, 2022, the Company has agreed to pay the Sponsor or its affiliate a total of $20,000 per month for office space, utilities, and secretarial and administrative support. Upon completion of our Initial Business Combination or our liquidation, we will cease paying these monthly fees. For the three and nine months ended September 30, 2023, the Company incurred $60,000 and $180,000, respectively, on administrative support fees. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2023 | |
Commitments and Contingencies [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 5 — COMMITMENTS AND CONTINGENCIES Registration Rights The holders of the (i) the Founder Shares, which were issued in a private placement prior to the closing of the Initial Public Offering, and (ii) Private Placement Units, which were sold simultaneously with the closing of the Initial Public Offering, are entitled to registration rights pursuant to a registration rights agreement signed prior to or on the effective date of the Initial Public Offering. The holders of the majority of these securities are entitled to make up to three demands that the Company register such securities. The holders of the majority of the Founder Shares can elect to exercise these registration rights at any time commencing three months prior to the date on which the Founder Shares are to be released from escrow. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to our consummation of our Initial Business Combination. Underwriting Agreement The underwriters received a cash underwriting discount of $0.20 per Unit, or $1,369,060 and were paid offering expenses of $100,000 upon closing of the Initial Public Offering including the overallotment. As of September 30, 2023 and December 31, 2022, the Company had recorded deferred underwriting commissions of $2,723,060 payable only upon completion of the Initial Business Combination, which consisted of commissions and representative shares issuable in connection with the Initial Public Offering. The Company agreed to issue to the underwriter at the closing of the Initial Public Offering up to 136,906 representative shares, due to the partial exercise of the over-allotment, which will be issued upon the completion of the Initial Business Combination. The representative shares had an initial fair value of $327,205. Excise Tax The Inflation Reduction Act (“IR Act”) of 2022 imposes a 1% Excise Tax on the repurchase of corporate stock by a publicly traded U.S. corporation following December 31, 2022. For purposes of the Excise Tax, a repurchase will generally include redemptions, corporate buybacks and other transactions in which the corporation acquires its stock from a shareholder in exchange for cash or property, subject to exceptions for de minimis transactions and certain reorganizations. As a result, subject to certain rules, the Excise Tax will apply to any redemption by a U.S.-domiciled special purpose acquisition company (“SPAC”) taking place after December 31, 2022, including redemptions (i) by shareholders in connection with the SPAC’s Initial Business Combination or a proxy vote to extend the lifespan of the SPAC, (ii) by SPACs if the SPAC does not complete a de-SPAC transaction within the required time set forth in its constituent documents, or (iii) in connection with the wind-up and liquidation of the SPAC. The financial responsibility for such Excise Tax resides with the Company and the Sponsor. This amount of 1% has been included in these financial statements. At this time, it has been determined that the IR Act tax provisions have an impact to the Company’s fiscal 2023 income tax provision as there were redemptions by the public stockholders in July 2023; as a result, the Company recorded $461,700 excise tax liability as of September 30, 2023. The Company will continue to monitor for updates to the Company’s business along with guidance issued with respect to the IR Act to determine whether any adjustments are needed to the Company’s tax provision in future periods. Unit Purchase Option At the closing of the Initial Public Offering, the Company sold to the underwriter, for an aggregate of $100, an option (the “UPO”) to purchase 57,500 Units, including over-allotment. The over-allotment option was not exercised in full on October 21, 2022, therefore, the UPO was reduced pro-rata to 57,044 Units, and had a fair value of $25,099. The UPO will be exercisable at any time, in whole or in part, between the close of the business combination and fifth anniversary of the date of the Initial Public Offering at a price per Unit equal to $11.50 (or 115% of the public unit offering price). The Company accounts for the Unit Purchase Option, inclusive of the receipt of $100 cash payment, as an offering cost of the Initial Public Offering resulting in a charge directly to stockholders’ (deficit) equity. The Unit Purchase Option and such units purchased pursuant to the Unit Purchase Option, as well as the common stock underlying such units, the rights included in such units, the shares of common stock that are issuable for the rights included in such units, have been deemed compensation by FINRA and are therefore subject to a 180-day lock-up pursuant to FINRA Rule 5110(e)(1). The Unit Purchase Option grants to holders demand and “piggy back” rights for periods of five and seven years, respectively, from the effective date of the registration statement with respect to the registration under the Securities Act of the securities directly and indirectly issuable upon exercise of the Unit Purchase Option. The Company will bear all fees and expenses attendant to registering the securities, other than underwriting commissions which will be paid for by the holders themselves. The exercise price and number of units issuable upon exercise of the Unit Purchase Option may be adjusted in certain circumstances including in the event of a stock dividend, or the Company’s recapitalization, reorganization, merger or consolidation. However, the option will not be adjusted for issuances of common stock at a price below its exercise price. |
Common Stock Subject to Possibl
Common Stock Subject to Possible Redemption | 9 Months Ended |
Sep. 30, 2023 | |
Common Stock Subject to Possible Redemption [Abstract] | |
COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION | NOTE 6 — COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION The Company’s common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheets in accordance with ASC 480, “Distinguishing Liabilities from Equity”. |
Stockholders_ Deficit
Stockholders’ Deficit | 9 Months Ended |
Sep. 30, 2023 | |
Stockholders’ Deficit [Abstract] | |
STOCKHOLDERS’ DEFICIT | NOTE 7 — STOCKHOLDERS’ DEFICIT Authorized Shares The total number of shares of capital stock, par value of $0.0001 per share, which the Company is authorized to issue is 200,000,000 shares of common stock. Except as otherwise required by law, the holders of the Common Stock shall exclusively possess all voting power with respect to the Company. Founder’s Shares At inception, January 13, 2021, the Company issued 2,875,000 Founder Shares of common stock for total receivable of approximately of $25,000 received on May 11, 2021. These Founder Shares included up to 375,000 shares of which were subject to forfeiture by the stockholder if the underwriters did not fully exercise their over-allotment option. On December 10, 2021, pursuant to the Underwriter Addendum, the aggregate number of Founder Shares were reduced to 1,725,000. All share and per-share amounts have been retroactively restated to reflect the share surrender. In connection with the partial exercise of the over-allotment option on October 21, 2022, 13,675 Founder Shares were forfeited. The remaining Founder Shares represent 20% of the outstanding shares after the Initial Public Offering. Initial Public Offering Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased a total of 340,000 Initial Private Placement Units at a price of $10.00 per Unit. On October 21, 2022, simultaneously with the consummation of the Overallotment Offering, the Company completed the private placement of additional 31,500 units (the “Overallotment Private Placement Units”) pursuant to the Unit Private Placement Agreement dated October 14, 2022 by and between the Company and the Sponsor, in connection with the underwriters’ partial exercise of the over-allotment option, at a purchase price of $10.00 per Overallotment Private Placement Unit, generating gross proceeds of $315,000, a portion of which was placed in the Trust Account. Rights Except in cases where the Company is not the surviving company in the Initial Business Combination, each holder of a public right will automatically receive one-fifth (1/5) of a share of common stock upon consummation of the Initial Business Combination. In the event the Company is not be the surviving company upon completion of the Initial Business Combination, each holder of a right will be required to affirmatively convert his, her or its rights in order to receive the one-fifth (1/5) of a share underlying each right upon consummation of the Initial Business Combination. The Company will not issue fractional shares in connection with an exchange of rights. Fractional shares will either be rounded down to the nearest whole share or otherwise addressed in accordance with the applicable provisions of the Delaware General Corporation Law. As a result, holders of Rights must hold such Rights in multiples of 5 in order to receive shares for all of the holder’s rights upon closing of an Initial Business Combination. If the Company is unable to complete an Initial Business Combination within the required time period and the public shares are redeemed for the funds held in the Trust Account, holders of rights will not receive any of such funds for their rights and the rights will expire worthless. |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2023 | |
Fair Value Measurements [Abstract] | |
FAIR VALUE MEASUREMENTS | NOTE 8 — FAIR VALUE MEASUREMENTS The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following table presents information about the Company’s assets that are measured at fair value on a recurring basis as of September 30, 2023 and December 31, 2022 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Fair value measurements at reporting date using: Description Fair Value Quoted Significant Significant Assets: Marketable securities held in Trust Account as of September 30, 2023 $ 25,540,833 $ 25,540,833 $ - $ - Fair value measurements at reporting Description Fair Value Quoted Significant Significant Assets: Marketable securities held in Trust Account as of December 31, 2022 $ 69,987,957 $ 69,987,957 $ - $ - The following table presents information about the Company’s representative shares and Unit Purchase Option that are measured at fair value on a non-recurring basis as of October 18, 2022, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: October 18, Level Instrument: Representative shares $ 327,205 3 Unit Purchase Option $ 25,099 3 The fair value of the Representative Shares was estimated at October 18, 2022 to be $2.39 based on the fair value per common share as of October 18, 2022 multiplied by the probability of the Initial Business Combination. The fair value of the UPO was estimated at October 18, 2022 to be $0.44 using a Black-Scholes Option Model. The following inputs were used to calculate the fair value: October 18, Risk-free interest rate 4.43 % Expected term (years) 2.25 Dividend yield 0.00 % Volatility 10.00 % Exercise price $ 11.50 Stock Price $ 10.03 Transfers to/from Levels 1, 2 and 3 are recognized at the end of the reporting period in which a change in valuation technique or methodology occurs. There were no transfers to or from Level 3 assets or liabilities during the three and nine months ended September 30, 2023. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2023 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 9 — SUBSEQUENT EVENTS The Company has evaluated subsequent events through the date the financial statements are available to be issued. Other than below, there are no subsequent events identified that would require disclosure in the financial statements. Nasdaq Compliance On August 21, 2023, the Company received a notification letter from the Nasdaq Staff, indicating that the Company was not in compliance with Listing Rules due to the delayed filing of its Form 10-Q for the period ended June 30, 2023 with the SEC. The notification had no immediate effect on the Company’s continued listing on the Nasdaq Capital Market, subject to the Company’s compliance with the other continued listing requirements. On September 6, 2023, the Company responded to Nasdaq informing the Staff the June 30, 2023 Form 10-Q will be submitted as soon as practicable. The Company filed its June 30, 2023 Form 10-Q on October 16, 2023. Change in Executive Officer On October 3, 2023, Mr. Hon Man Yun, the Company’s Chief Financial Officer, passed away. Promissory Note Drawdown On October 18, 2023, the Company made a draw of $50,000 on the related party promissory note. On October 18, 2023, the Company made a draw of $160,000 under the Extension Note in order to satisfy the trust extension payment requirement. On November 7, 2023, the Company made an additional draw of $50,000 on the related party promissory note. Trust Extension On October 26, 2023, the Company deposited $160,000 into the Trust Account in order to extend the date by which the Company must consummate a business combination to October 18, 2023. The Company plans to deposit an additional $80,000 to extend the date by which the Company must consummate a business combination to November 18, 2023. The delinquent $160,000 extension payment has been included in the common stock subject to possible redemption figure as of September 30, 2023 to represent the total possible redemption amount shareholders would be entitled to. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 9 Months Ended |
Sep. 30, 2023 | |
Basis of Presentation and Summary of Significant Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed 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 and Article 8 of Regulation S-X of the Securities and Exchange Commission (the “SEC”). Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the period ended December 31, 2022, as filed with the SEC on September 27, 2023. The interim results for the three and nine months ended September 30, 2023 are not necessarily indicative of the results to be expected for the year ending December 31, 2023, or for any future periods. |
Emerging Growth Company | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s unaudited condensed financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. |
Use of Estimates | Use of Estimates The preparation of the financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statement and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statement, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of September 30, 2023 and December 31, 2022. |
Marketable Securities Held in Trust Account | Marketable Securities Held in Trust Account The Company classifies its Marketable Securities as held-to-maturity in accordance with ASC Topic 320 “Investments - Debt and Equity Securities.” Held-to-maturity securities are those securities which the Company has the ability and intent to hold until maturity. Held-to-maturity treasury securities are recorded at amortized cost on the accompanying condensed balance sheet and adjusted for the amortization or accretion of premiums or discounts. When the Company’s investments held in the Trust Account are comprised of money market securities, the investments are classified as trading securities. Gains and losses resulting from the change in fair value of these securities is included in interest earned on investments held in the Trust Account in the accompanying unaudited condensed statement of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. |
Offering Costs | Offering Costs Offering costs consist of professional fees, filing, regulatory and other costs incurred through the balance sheet date that are directly related to the Initial Public Offering. |
Common Stock Subject to Possible Redemption | Common Stock Subject to Possible Redemption The Company accounts for its common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that feature redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ deficit section of the Company’s balance sheets. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable ordinary shares are affected by charges against additional paid-in capital and accumulated deficit. As of September 30, 2023 and December 31, 2022, the common stock subject to possible redemption reflected on the condensed balance sheet is reflected in the following table: Gross proceeds $ 68,453,000 Less: Fair value of Public Rights at issuance (3,268,631 ) Common stock issuance costs (4,635,796 ) Fair value of Public Shares 60,548,573 Add: Accretion of carrying value to redemption value 8,931,222 Common stock subject to redemption upon Initial Public Offering and Overallotment Offering $ 69,479,795 Add: Subsequent accretion of carrying value to redemption value 306,539 Common stock subject to possible redemption, December 31, 2022 $ 69,786,334 Less: Redemption of common stock in connection with Trust extension (46,169,982 ) Add: Accretion of carrying value to redemption value 1,467,473 Common stock subject to possible redemption, September 30, 2023 $ 25,083,825 |
Income Taxes | Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. 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 income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of September 30, 2023 and December 31, 2022. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. |
Net Loss Per Share of Common Stock | Net Loss per Share of Common Stock The Company has two outstanding classes of shares, which are referred to as redeemable common stock and non-redeemable common stock. Earnings and losses are shared pro rata between the two classes of stock. The 2,417,331 redeemable shares of common stock for which the outstanding Public Rights are exercisable were excluded from diluted losses per share for the three and nine months ended September 30, 2023 because they are contingently exercisable, and the contingencies have not yet been met. As a result, diluted net loss per share of common stock is the same as basic net loss per share of common stock for the period. The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net loss per share for each class of shares. For the Three Months Ended September 30, 2023 Net loss $ (443,146 ) Accretion of interest earned on Trust Account, after deduction of franchise tax and income tax expense (475,358 ) Net loss including accretion of temporary equity to redemption value $ (918,504 ) Common Non-redeemable Basic and diluted net loss per share: Numerator: Allocation of net loss including accretion of temporary equity $ (556,681 ) $ (361,823 ) Accretion of temporary equity to redemption value 475,358 - Allocation of net loss $ (81,323 ) $ (361,823 ) Denominator: Weighted-average shares outstanding 3,204,525 2,082,825 Basic and diluted net loss per share $ (0.03 ) $ (0.17 ) For the Three Months Ended September 30, 2022 Redeemable Non-redeemable Basic and diluted net loss per share of common stock Numerator: Allocation of net loss $ - $ (13,478 ) Denominator: Basic and diluted weighted average shares outstanding - 1,711,325 Basic and diluted net loss per share of common stock $ - $ (0.01 ) For the Nine Months Ended September 30, 2023 Net loss $ (9,767 ) Accretion of interest earned on Trust Account, after deduction of franchise tax and income tax expense (1,467,473 ) Net loss including accretion of temporary equity to redemption value $ (1,477,240 ) Common Non-redeemable Basic and diluted net loss per share: Numerator: Allocation of net loss including accretion of temporary equity $ (1,078,404 ) $ (398,836 ) Accretion of temporary equity to redemption value 1,467,473 - Allocation of net income (loss) $ 389,069 $ (398,836 ) Denominator: Weighted-average shares outstanding 5,631,708 2,082,825 Basic and diluted net income (loss) per share $ 0.07 $ (0.19 ) For the Nine Months Ended September 30, 2022 Redeemable Non-redeemable Basic and diluted net loss per share of common stock Numerator: Allocation of net loss $ - $ (59,695 ) Denominator: Basic and diluted weighted average shares outstanding - 1,711,325 Basic and diluted net loss per share of common stock $ - $ (0.03 ) |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. As of September 30, 2023, the Company has 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 accompanying balance sheet, primarily due to their short-term nature. |
Fair Value Measurements | Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. U.S. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. |
Unit Purchase Option | Unit Purchase Option At the closing of the Initial Public Offering, the Company sold to the underwriter, for an aggregate of $100, an option (the “UPO”) to purchase 57,500 Units, including over-allotment. The over-allotment option was not exercised in full on October 21, 2022, therefore, the UPO was reduced pro-rata to 57,044 Units, and had a fair value of $25,099. The UPO will be exercisable at any time, in whole or in part, between the close of the business combination and fifth anniversary of the date of the Initial Public Offering at a price per Unit equal to $11.50 (or 115% of the public unit offering price). The Company accounts for the Unit Purchase Option, inclusive of the receipt of $100 cash payment, as an offering cost of the Initial Public Offering resulting in a charge directly to stockholders’ (deficit) equity. The Unit Purchase Option and such units purchased pursuant to the Unit Purchase Option, as well as the common stock underlying such units, the rights included in such units, the shares of common stock that are issuable for the rights included in such units, have been deemed compensation by FINRA and are therefore subject to a 180-day lock-up pursuant to FINRA Rule 5110(e)(1). The Unit Purchase Option grants to holders demand and “piggy back” rights for periods of five seven |
Representative shares | Representative Shares The Company agreed to issue to the underwriter at the closing of the Initial Public Offering up to 136,906 representative shares (“Representative Shares”), due to the partial exercise of the over-allotment, which will be issued upon the completion of the Initial Business Combination. The representative shares had an initial fair value of $327,205. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statement. |
Risks and Uncertainties | Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic and Russia-Ukraine war on the economy and the capital markets and has concluded that, while it is reasonably possible that such events could have negative effects on the Company’s financial position and outlook for an Initial Business Combination, the specific impacts are not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of these uncertainties. The current challenging economic climate may lead to adverse changes in cash flows, working capital levels and/or debt balances, which may also have a direct impact on the Company’s future operating results and financial position after any such Initial Business Combination in the future. The ultimate duration and magnitude of the impact and the efficacy of government interventions on the economy and the financial effect on the Company is not known at this time. The extent of such impact will depend on future developments, which are highly uncertain and not in the Company’s control. |
Basis of Presentation and Sum_2
Basis of Presentation and Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Basis of Presentation and Summary of Significant Accounting Policies [Abstract] | |
Schedule of Common Stock Subject to Possible Redemption | As of September 30, 2023 and December 31, 2022, the common stock subject to possible redemption reflected on the condensed balance sheet is reflected in the following table: Gross proceeds $ 68,453,000 Less: Fair value of Public Rights at issuance (3,268,631 ) Common stock issuance costs (4,635,796 ) Fair value of Public Shares 60,548,573 Add: Accretion of carrying value to redemption value 8,931,222 Common stock subject to redemption upon Initial Public Offering and Overallotment Offering $ 69,479,795 Add: Subsequent accretion of carrying value to redemption value 306,539 Common stock subject to possible redemption, December 31, 2022 $ 69,786,334 Less: Redemption of common stock in connection with Trust extension (46,169,982 ) Add: Accretion of carrying value to redemption value 1,467,473 Common stock subject to possible redemption, September 30, 2023 $ 25,083,825 |
Schedule of Net Loss Per Share of Common Stock | The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net loss per share for each class of shares. Net loss $ (443,146 ) Accretion of interest earned on Trust Account, after deduction of franchise tax and income tax expense (475,358 ) Net loss including accretion of temporary equity to redemption value $ (918,504 ) Net loss $ (9,767 ) Accretion of interest earned on Trust Account, after deduction of franchise tax and income tax expense (1,467,473 ) Net loss including accretion of temporary equity to redemption value $ (1,477,240 ) |
Schedule of Basic and Diluted Net Loss Per Share | The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net loss per share for each class of shares Common Non-redeemable Basic and diluted net loss per share: Numerator: Allocation of net loss including accretion of temporary equity $ (556,681 ) $ (361,823 ) Accretion of temporary equity to redemption value 475,358 - Allocation of net loss $ (81,323 ) $ (361,823 ) Denominator: Weighted-average shares outstanding 3,204,525 2,082,825 Basic and diluted net loss per share $ (0.03 ) $ (0.17 ) Redeemable Non-redeemable Basic and diluted net loss per share of common stock Numerator: Allocation of net loss $ - $ (13,478 ) Denominator: Basic and diluted weighted average shares outstanding - 1,711,325 Basic and diluted net loss per share of common stock $ - $ (0.01 ) Common Non-redeemable Basic and diluted net loss per share: Numerator: Allocation of net loss including accretion of temporary equity $ (1,078,404 ) $ (398,836 ) Accretion of temporary equity to redemption value 1,467,473 - Allocation of net income (loss) $ 389,069 $ (398,836 ) Denominator: Weighted-average shares outstanding 5,631,708 2,082,825 Basic and diluted net income (loss) per share $ 0.07 $ (0.19 ) Redeemable Non-redeemable Basic and diluted net loss per share of common stock Numerator: Allocation of net loss $ - $ (59,695 ) Denominator: Basic and diluted weighted average shares outstanding - 1,711,325 Basic and diluted net loss per share of common stock $ - $ (0.03 ) |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Fair Value Measurements [Abstract] | |
Schedule of Company’s Assets that are Measured at Fair Value on a Recurring Basis | The following table presents information about the Company’s assets that are measured at fair value on a recurring basis as of September 30, 2023 and December 31, 2022 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Fair value measurements at reporting date using: Description Fair Value Quoted Significant Significant Assets: Marketable securities held in Trust Account as of September 30, 2023 $ 25,540,833 $ 25,540,833 $ - $ - Fair value measurements at reporting Description Fair Value Quoted Significant Significant Assets: Marketable securities held in Trust Account as of December 31, 2022 $ 69,987,957 $ 69,987,957 $ - $ - |
Schedule of Representative Shares and Unit Purchase Option | The following table presents information about the Company’s representative shares and Unit Purchase Option that are measured at fair value on a non-recurring basis as of October 18, 2022, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: October 18, Level Instrument: Representative shares $ 327,205 3 Unit Purchase Option $ 25,099 3 |
Schedule of Fair Value of the Representative Shares was Estimated | The following inputs were used to calculate the fair value: October 18, Risk-free interest rate 4.43 % Expected term (years) 2.25 Dividend yield 0.00 % Volatility 10.00 % Exercise price $ 11.50 Stock Price $ 10.03 |
Nature of the Organization an_2
Nature of the Organization and Business (Details) - USD ($) | 1 Months Ended | 9 Months Ended | ||||||||||
Oct. 21, 2022 | Oct. 18, 2022 | Oct. 14, 2022 | Jun. 28, 2023 | Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Dec. 31, 2022 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | |
Nature of the Organization and Business (Details) [Line Items] | ||||||||||||
Public offering sale of units (in Shares) | 845,300 | |||||||||||
Price per share (in Dollars per share) | $ 10 | |||||||||||
Gross proceeds | $ 8,453,000 | |||||||||||
Common stock in each unts (in Shares) | 1 | |||||||||||
Common stock par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||
Purchase price per share (in Dollars per share) | $ 10 | |||||||||||
Share price (in Dollars per share) | $ 10 | |||||||||||
Borrowings under promissory | $ 202,000 | |||||||||||
Interest expense | $ 100,000 | |||||||||||
Common stock outstanding (in Shares) | 8,556,625 | 2,082,825 | 2,082,825 | |||||||||
Percentage of voting rights | 84% | |||||||||||
Deposits into trust account | $ 80,000 | |||||||||||
Common stock shares (in Shares) | 4,427,969 | |||||||||||
Redeem per share (in Dollars per share) | $ 10.03 | |||||||||||
Trust account amount | $ 25,000,000 | |||||||||||
Net tangible assets | 5,000,001 | |||||||||||
Operating bank account | 28,332 | |||||||||||
Working capital | 989,595 | |||||||||||
Deposit into the trust account | $ 80,000 | |||||||||||
IPO [Member] | ||||||||||||
Nature of the Organization and Business (Details) [Line Items] | ||||||||||||
Public offering sale of units (in Shares) | 6,000,000 | |||||||||||
Price per share (in Dollars per share) | $ 10 | |||||||||||
Gross proceeds | $ 60,000,000 | |||||||||||
Share price (in Dollars per share) | $ 10 | |||||||||||
Aggregate amount | $ 69,479,795 | |||||||||||
Initial Private Placement [Member] | ||||||||||||
Nature of the Organization and Business (Details) [Line Items] | ||||||||||||
Public offering sale of units (in Shares) | 31,500 | 340,000 | ||||||||||
Price per share (in Dollars per share) | $ 10 | |||||||||||
Purchase of share (in Shares) | 340,000 | |||||||||||
Purchase price per share (in Dollars per share) | $ 10 | |||||||||||
Private placement units (in Shares) | 31,500 | |||||||||||
Over-Allotment Option [Member] | ||||||||||||
Nature of the Organization and Business (Details) [Line Items] | ||||||||||||
Public offering sale of units (in Shares) | 57,044 | 57,500 | ||||||||||
Gross proceeds | $ 315,000 | |||||||||||
Share price (in Dollars per share) | $ 10 | $ 10 | ||||||||||
Purchase price per unit (in Dollars per share) | $ 10 | |||||||||||
Sponsor [Member] | ||||||||||||
Nature of the Organization and Business (Details) [Line Items] | ||||||||||||
Aggregate amount | $ 1,000,000 | |||||||||||
Common Stock [Member] | ||||||||||||
Nature of the Organization and Business (Details) [Line Items] | ||||||||||||
Common stock par value (in Dollars per share) | $ 0.0001 | |||||||||||
Common stock outstanding (in Shares) | 2,082,825 | 2,082,825 | 2,082,825 | 2,082,825 | 1,725,000 | 1,725,000 | 1,725,000 | 1,725,000 | ||||
Redeem per share (in Dollars per share) | $ 10.43 | |||||||||||
Business Combination [Member] | ||||||||||||
Nature of the Organization and Business (Details) [Line Items] | ||||||||||||
Deposits into trust account | $ 80,000 |
Basis of Presentation and Sum_3
Basis of Presentation and Summary of Significant Accounting Policies (Details) - USD ($) | 9 Months Ended | ||
Oct. 21, 2022 | Oct. 18, 2022 | Sep. 30, 2023 | |
Basis of Presentation and Summary of Significant Accounting Policies (Details) [Line Items] | |||
Redeemable shares of common stock outstanding (in Shares) | 2,417,331 | ||
Federal depository insurance coverage | $ 250,000 | ||
Sale of stock (in Shares) | 845,300 | ||
Price per Unit (in Dollars per share) | $ 11.5 | ||
Public unit percentage | 115% | ||
Representative shares | $ 327,205 | ||
Underwriter [Member] | |||
Basis of Presentation and Summary of Significant Accounting Policies (Details) [Line Items] | |||
Sold to underwriter | $ 100 | ||
Over-Allotment Option [Member] | |||
Basis of Presentation and Summary of Significant Accounting Policies (Details) [Line Items] | |||
Sold to underwriter | $ 25,099 | ||
Sale of stock (in Shares) | 57,044 | 57,500 | |
Initial Public Offering [Member] | |||
Basis of Presentation and Summary of Significant Accounting Policies (Details) [Line Items] | |||
Sale of stock (in Shares) | 6,000,000 | ||
Cash | $ 100 | ||
Share issued (in Shares) | 136,906 | ||
Minimum [Member] | |||
Basis of Presentation and Summary of Significant Accounting Policies (Details) [Line Items] | |||
Option grants rights period | 5 years | ||
Maximum [Member] | |||
Basis of Presentation and Summary of Significant Accounting Policies (Details) [Line Items] | |||
Option grants rights period | 7 years |
Basis of Presentation and Sum_4
Basis of Presentation and Summary of Significant Accounting Policies (Details) - Schedule of Common Stock Subject to Possible Redemption - USD ($) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Temporary Equity [Line Items] | ||
Gross proceeds | $ 68,453,000 | |
Less: | ||
Fair value of Public Rights at issuance | (3,268,631) | |
Common stock issuance costs | (4,635,796) | |
Fair value of Public Shares | 60,548,573 | |
Add: | ||
Accretion of carrying value to redemption value | $ 1,467,473 | 8,931,222 |
Common stock subject to redemption upon Initial Public Offering and Overallotment Offering | 69,479,795 | |
Add: | ||
Subsequent accretion of carrying value to redemption value | 306,539 | |
Common stock subject to possible redemption | 25,083,825 | $ 69,786,334 |
Redemption of common stock in connection with Trust extension | $ (46,169,982) |
Basis of Presentation and Sum_5
Basis of Presentation and Summary of Significant Accounting Policies (Details) - Schedule of Net Loss Per Share of Common Stock - USD ($) | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Schedule of Net Loss Per Share of Common Stock [Abstract] | ||||||||
Net loss | $ (443,146) | $ 142,600 | $ 290,779 | $ (13,478) | $ (28,759) | $ (17,458) | $ (9,767) | $ (59,695) |
Accretion of interest earned on Trust Account, after deduction of franchise tax and income tax expense | (475,358) | (1,467,473) | ||||||
Net loss including accretion of temporary equity to redemption value | $ (918,504) | $ (1,477,240) |
Basis of Presentation and Sum_6
Basis of Presentation and Summary of Significant Accounting Policies (Details) - Schedule of Basic and Diluted Net Loss Per Share - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Common Stock Subject to Mandatory Redemption [Member] | ||||
Basis of Presentation and Summary of Significant Accounting Policies (Details) - Schedule of Basic and Diluted Net Loss Per Share [Line Items] | ||||
Allocation of net loss including accretion of temporary equity | $ (556,681) | $ (1,078,404) | ||
Accretion of temporary equity to redemption value | 475,358 | 1,467,473 | ||
Allocation of net income (loss) | $ (81,323) | $ 389,069 | ||
Weighted-average shares outstanding basic (in Shares) | 3,204,525 | 5,631,708 | ||
Basic net income (loss) per share (in Dollars per share) | $ (0.03) | $ 0.07 | ||
Non-redeemable Common Shares [Member] | ||||
Basis of Presentation and Summary of Significant Accounting Policies (Details) - Schedule of Basic and Diluted Net Loss Per Share [Line Items] | ||||
Allocation of net loss including accretion of temporary equity | $ (361,823) | $ (398,836) | ||
Accretion of temporary equity to redemption value | ||||
Allocation of net income (loss) | $ (361,823) | $ (398,836) | ||
Weighted-average shares outstanding basic (in Shares) | 2,082,825 | 2,082,825 | ||
Basic net income (loss) per share (in Dollars per share) | $ (0.17) | $ (0.19) | ||
Redeemable [Member] | ||||
Basis of Presentation and Summary of Significant Accounting Policies (Details) - Schedule of Basic and Diluted Net Loss Per Share [Line Items] | ||||
Allocation of net income (loss) | ||||
Weighted-average shares outstanding basic (in Shares) | ||||
Basic net income (loss) per share (in Dollars per share) | ||||
Non-Redeemable [Member] | ||||
Basis of Presentation and Summary of Significant Accounting Policies (Details) - Schedule of Basic and Diluted Net Loss Per Share [Line Items] | ||||
Allocation of net income (loss) | $ (13,478) | $ (59,695) | ||
Weighted-average shares outstanding basic (in Shares) | 1,711,325 | 1,711,325 | ||
Basic net income (loss) per share (in Dollars per share) | $ (0.01) | $ (0.03) |
Basis of Presentation and Sum_7
Basis of Presentation and Summary of Significant Accounting Policies (Details) - Schedule of Basic and Diluted Net Loss Per Share (Parentheticals) - $ / shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Common Stock Subject to Mandatory Redemption [Member] | ||||
Basis of Presentation and Summary of Significant Accounting Policies (Details) - Schedule of Basic and Diluted Net Loss Per Share (Parentheticals) [Line Items] | ||||
Weighted-average shares outstanding diluted | 3,204,525 | 5,631,708 | ||
Diluted net loss per share | $ (0.03) | $ 0.07 | ||
Non-redeemable Common Shares [Member] | ||||
Basis of Presentation and Summary of Significant Accounting Policies (Details) - Schedule of Basic and Diluted Net Loss Per Share (Parentheticals) [Line Items] | ||||
Weighted-average shares outstanding diluted | 2,082,825 | 2,082,825 | ||
Diluted net loss per share | $ (0.17) | $ (0.19) | ||
Non-Redeemable [Member] | ||||
Basis of Presentation and Summary of Significant Accounting Policies (Details) - Schedule of Basic and Diluted Net Loss Per Share (Parentheticals) [Line Items] | ||||
Weighted-average shares outstanding diluted | 1,711,325 | 1,711,325 | ||
Diluted net loss per share | $ (0.01) | $ (0.03) |
Initial Public Offering (Detail
Initial Public Offering (Details) - USD ($) | 9 Months Ended | ||||||
Oct. 21, 2022 | Oct. 18, 2022 | Oct. 14, 2022 | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 01, 2022 | Nov. 30, 2022 | |
Initial Public Offering (Details) [Line Items] | |||||||
Price per share (in Dollars per share) | $ 10 | ||||||
Gross proceeds | $ 8,453,000 | ||||||
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||
Additional units (in Shares) | 845,300 | ||||||
Proceeds from issuance initial public offering | $ 315,000 | ||||||
Initial Public Offering [Member] | |||||||
Initial Public Offering (Details) [Line Items] | |||||||
Sold units (in Shares) | 6,000,000 | ||||||
Price per share (in Dollars per share) | $ 10 | ||||||
Gross proceeds | $ 60,000,000 | ||||||
Purchased private placement units (in Shares) | 340,000 | ||||||
Additional units (in Shares) | 6,000,000 | ||||||
Over-Allotment Option [Member] | |||||||
Initial Public Offering (Details) [Line Items] | |||||||
Price per share (in Dollars per share) | $ 10 | $ 10 | |||||
Gross proceeds | $ 315,000 | ||||||
Sale units | $ 845,300 | ||||||
Additional units (in Shares) | 57,044 | 57,500 | |||||
Overallotment amount | $ 69,479,795 | ||||||
Private Placement [Member] | |||||||
Initial Public Offering (Details) [Line Items] | |||||||
Purchased private placement units (in Shares) | 238,500 | ||||||
Generating gross proceeds | $ 2,385,000 | ||||||
Instead amount | $ 3,400,000 | ||||||
Additional received amount | $ 515,000 | ||||||
Reducing the balance amount | $ 500,000 | ||||||
Promissory note | $ 500,000 | ||||||
Additional units (in Shares) | 31,500 | 340,000 | |||||
Common Stock [Member] | |||||||
Initial Public Offering (Details) [Line Items] | |||||||
Common stock, par value (in Dollars per share) | $ 0.0001 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||||||
Jul. 20, 2023 | Oct. 21, 2022 | Oct. 14, 2022 | Aug. 19, 2022 | Apr. 15, 2022 | May 06, 2021 | Jul. 21, 2023 | Dec. 31, 2022 | Sep. 30, 2023 | Sep. 30, 2023 | Dec. 31, 2022 | Apr. 18, 2024 | Jul. 24, 2023 | Jul. 18, 2023 | Sep. 08, 2022 | Apr. 28, 2021 | Apr. 05, 2021 | |
Related Party Transactions (Details) [Line Items] | |||||||||||||||||
Sale of stock (in Shares) | 845,300 | ||||||||||||||||
Price per share (in Dollars per share) | $ 10 | $ 10 | |||||||||||||||
Related Party Payables | $ 27,645 | $ 101,708 | $ 101,708 | $ 27,645 | |||||||||||||
Principal amount | $ 1,000,000 | $ 1,000,000 | $ 1,000,000 | ||||||||||||||
Converted loans | 1,000,000 | ||||||||||||||||
Drawdown made | $ 100,000 | $ 100,000 | $ 300,000 | $ 80,000 | |||||||||||||
Payments for Private Placement Units | 500,000 | ||||||||||||||||
Aggregate loan | $ 1,000,000 | ||||||||||||||||
Conversion rate (in Dollars per share) | $ 10 | ||||||||||||||||
Working capital | 989,595 | ||||||||||||||||
Repayment of working capital | 18,000 | ||||||||||||||||
Aggregate deposit amount | 80,000 | 80,000 | |||||||||||||||
Total affiliate | $ 20,000 | ||||||||||||||||
Administrative fees expense | $ 60,000 | $ 180,000 | |||||||||||||||
Private Placement [Member] | |||||||||||||||||
Related Party Transactions (Details) [Line Items] | |||||||||||||||||
Sale of stock (in Shares) | 31,500 | 340,000 | |||||||||||||||
Price per share (in Dollars per share) | $ 10 | $ 10 | |||||||||||||||
Aggregate loan | $ 1,000,000 | ||||||||||||||||
Unsecured Promissory Note [Member] | |||||||||||||||||
Related Party Transactions (Details) [Line Items] | |||||||||||||||||
Aggregate loan | $ 720,000 | ||||||||||||||||
Related Party [Member] | |||||||||||||||||
Related Party Transactions (Details) [Line Items] | |||||||||||||||||
Working capital | $ 220,000 | ||||||||||||||||
Note payable related party | $ 282,000 | ||||||||||||||||
Related Party [Member] | |||||||||||||||||
Related Party Transactions (Details) [Line Items] | |||||||||||||||||
Expenses paid | 122,645 | $ 196,708 | 196,708 | 122,645 | |||||||||||||
Related Party Payables | $ 27,645 | $ 101,708 | $ 101,708 | $ 27,645 | |||||||||||||
Sponsor [Member] | |||||||||||||||||
Related Party Transactions (Details) [Line Items] | |||||||||||||||||
Aggregate deposit amount | $ 80,000 | ||||||||||||||||
Sponsor [Member] | Forecast [Member] | |||||||||||||||||
Related Party Transactions (Details) [Line Items] | |||||||||||||||||
Aggregate deposit amount | $ 720,000 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) | 1 Months Ended | 9 Months Ended | 12 Months Ended |
Oct. 21, 2022 | Sep. 30, 2023 | Dec. 31, 2022 | |
Commitments and Contingencies (Details) [Line Items] | |||
Underwriting discount per unit (in Dollars per share) | $ 0.2 | ||
Aggregate amount | $ 1,369,060 | ||
Offering expenses | 100,000 | ||
Deferred underwriting commissions | 2,723,060 | $ 2,723,060 | |
Representative shares initial fair value | $ 327,205 | ||
Financial statement tax rate | 1% | 1% | |
Excise tax liability | $ 461,700 | ||
Underwriter sales | $ 100 | ||
Option units (in Shares) | 57,044 | 57,500 | |
Fair value | $ 25,099 | ||
Price per Unit (in Dollars per share) | $ 11.5 | ||
Public unit percentage | 115% | ||
Cash payment | $ 100 | ||
Initial Public Offering [Member] | |||
Commitments and Contingencies (Details) [Line Items] | |||
Share issued (in Shares) | 136,906 |
Stockholders_ Deficit (Details)
Stockholders’ Deficit (Details) - USD ($) | 9 Months Ended | ||||||
Oct. 21, 2022 | Dec. 10, 2021 | Jan. 13, 2021 | Sep. 30, 2023 | Dec. 31, 2022 | Oct. 18, 2022 | May 11, 2021 | |
Stockholders’ Deficit (Details) [Line Items] | |||||||
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||
Common stock, authorized | 200,000,000 | 200,000,000 | |||||
Founder shares | 2,875,000 | ||||||
Total receivables (in Dollars) | $ 25,000 | ||||||
Founder shares | 375,000 | ||||||
Aggregate founder shares | 1,725,000 | ||||||
Price per unit (in Dollars per share) | $ 10 | ||||||
Purchase price per unit (in Dollars per share) | $ 10 | ||||||
Public rights, description | Except in cases where the Company is not the surviving company in the Initial Business Combination, each holder of a public right will automatically receive one-fifth (1/5) of a share of common stock upon consummation of the Initial Business Combination. In the event the Company is not be the surviving company upon completion of the Initial Business Combination, each holder of a right will be required to affirmatively convert his, her or its rights in order to receive the one-fifth (1/5) of a share underlying each right upon consummation of the Initial Business Combination. | ||||||
IPO [Member] | |||||||
Stockholders’ Deficit (Details) [Line Items] | |||||||
Forfeited of founder shares | 13,675 | ||||||
Outstanding shares percentage | 20% | ||||||
Purchase of private placement units | 340,000 | ||||||
Over-Allotment Option [Member] | |||||||
Stockholders’ Deficit (Details) [Line Items] | |||||||
Additional units | 31,500 | ||||||
Gross Proceeds One (in Dollars) | $ 315,000 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) | Oct. 18, 2022 $ / shares |
Fair Value Measurements (Details) [Line Items] | |
Fair value per share | $ 0.44 |
Initial Business Combination [Member] | |
Fair Value Measurements (Details) [Line Items] | |
Business combination fair value common per share | $ 2.39 |
Fair Value Measurements (Deta_2
Fair Value Measurements (Details) - Schedule of Company’s Assets that are Measured at Fair Value on a Recurring Basis - Marketable Securities Held in Trust Account [Member] - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Assets: | ||
Marketable securities held in Trust Account | $ 25,540,833 | $ 69,987,957 |
Quoted prices in active markets for identical liabilities [Member] | ||
Assets: | ||
Marketable securities held in Trust Account | 25,540,833 | 69,987,957 |
Significant other observable inputs [Member] | ||
Assets: | ||
Marketable securities held in Trust Account | ||
Significant unobservable inputs [Member] | ||
Assets: | ||
Marketable securities held in Trust Account |
Fair Value Measurements (Deta_3
Fair Value Measurements (Details) - Schedule of Representative Shares and Unit Purchase Option - Level 3 [Member] - Fair Value, Nonrecurring [Member] | Oct. 18, 2022 USD ($) |
Instrument: | |
Representative shares | $ 327,205 |
Unit Purchase Option | $ 25,099 |
Fair Value Measurements (Deta_4
Fair Value Measurements (Details) - Schedule of Fair Value of the Representative Shares was Estimated | Oct. 18, 2022 $ / shares |
Schedule of Fair Value of the Representative Shares was Estimated [Abstract] | |
Risk-free interest rate | 4.43% |
Expected term (years) | 2 years 3 months |
Dividend yield | 0% |
Volatility | 10% |
Exercise price (in Dollars per share) | $ 11.5 |
Stock Price (in Dollars per share) | $ 10.03 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) | 1 Months Ended | 9 Months Ended | |||
Nov. 07, 2023 | Oct. 18, 2023 | Sep. 30, 2023 | Nov. 18, 2023 | Oct. 26, 2023 | |
Subsequent Events (Details) [Line Items] | |||||
Deposited in trust account | $ 80,000 | ||||
Delinquent extension payment | $ 160,000 | ||||
Subsequent Event [Member] | |||||
Subsequent Events (Details) [Line Items] | |||||
Related party promissory note | $ 50,000 | ||||
Extension payment | $ 160,000 | ||||
Deposited in trust account | $ 160,000 | ||||
Additional deposit | $ 80,000 | ||||
Forecast [Member] | |||||
Subsequent Events (Details) [Line Items] | |||||
Related party promissory note | $ 50,000 |