Cover
Cover - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Mar. 08, 2023 | Jun. 30, 2022 | |
Document Type | 10-K/A | ||
Amendment Flag | true | ||
Amendment Description | AMENDMENT NO.1 | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Period End Date | Dec. 31, 2022 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2022 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity File Number | 001-41287 | ||
Entity Registrant Name | GENESIS UNICORN CAPITAL CORP. | ||
Entity Central Index Key | 0001853112 | ||
Entity Tax Identification Number | 85-4283150 | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Address, Address Line One | 281 Witherspoon Street | ||
Entity Address, Address Line Two | Suite 120 | ||
Entity Address, City or Town | Princeton | ||
Entity Address, State or Province | NJ | ||
Entity Address, Postal Zip Code | 08540 | ||
City Area Code | 609 | ||
Local Phone Number | 466-0792 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Elected Not To Use the Extended Transition Period | false | ||
Entity Shell Company | true | ||
Entity Public Float | $ 85,730 | ||
Documents Incorporated by Reference [Text Block] | None | ||
ICFR Auditor Attestation Flag | false | ||
Auditor Firm ID | 206 | ||
Auditor Name | MaloneBailey, LLP | ||
Auditor Location | Houston, Texas | ||
Common Stock [Member] | |||
Entity Common Stock, Shares Outstanding | 8,023,765 | ||
Units, each consisting of one share of common stock, par value $0.0001, one redeemable warrant [Member | |||
Title of 12(b) Security | Units, each consisting of one share of common stock, par value $0.0001, one redeemable warrant | ||
Trading Symbol | GENQU | ||
Security Exchange Name | NASDAQ | ||
Class A Common Stock, par value $0.0001 [Member] | |||
Title of 12(b) Security | Class A Common Stock, par value $0.0001 | ||
Trading Symbol | GENQ | ||
Security Exchange Name | NASDAQ | ||
Redeemable warrants, each warrant exercisable for one share of Class A Common Stock [Member] | |||
Title of 12(b) Security | Redeemable warrants, each warrant exercisable for one share of Class A Common Stock | ||
Trading Symbol | GENQW | ||
Security Exchange Name | NASDAQ | ||
Common Class A [Member] | |||
Entity Common Stock, Shares Outstanding | 5,867,515 | ||
Common Class B [Member] | |||
Entity Common Stock, Shares Outstanding | 2,156,250 |
Balance Sheets
Balance Sheets - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash | $ 98,254 | $ 9,650 |
Prepaid expenses – current | 157,134 | |
Deferred offering costs | 172,719 | |
Total current assets | 255,388 | 182,369 |
Prepaid expenses – noncurrent | 19,007 | |
Investments held in Trust Account | 88,824,794 | |
Total Assets | 89,099,189 | 182,369 |
Current liabilities: | ||
Accounts payable | 23,474 | |
Accrued expenses | 448,172 | |
Accrued expenses - related party | 10,000 | |
Franchise tax payable | 200,000 | |
Income tax payable | 227,000 | |
Promissory note - related party | 250,000 | 174,147 |
Total current liabilities | 1,158,646 | 174,147 |
Deferred underwriting commissions payable | 2,803,125 | |
Total Liabilities | 3,961,771 | 174,147 |
Commitments and Contingencies (Note 6) | ||
Class A common stock subject to possible redemption; 8,625,000 and no shares at redemption value of $10.24 per share at December 31, 2022 | 88,297,794 | |
Stockholders’ Equity (Deficit): | ||
Preferred stock, $0.0001 par value; 1,250,000 shares authorized; none issued and outstanding at December 31, 2022 and December 31, 2021 | ||
Additional paid-in capital | 24,784 | |
Accumulated deficit | (3,160,634) | (16,778) |
Total Stockholders’ Equity (Deficit): | (3,160,376) | 8,222 |
Total Liabilities and Stockholders’ Equity (Deficit): | 89,099,189 | 182,369 |
Common Class A [Member] | ||
Stockholders’ Equity (Deficit): | ||
Common stock, value | 42 | |
Common Class B [Member] | ||
Stockholders’ Equity (Deficit): | ||
Common stock, value | $ 216 | $ 216 |
Balance Sheets (Parenthetical)
Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2022 | Dec. 31, 2021 |
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 1,250,000 | 1,250,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common Class A [Member] | ||
Temporary equity, possible redemption | 8,625,000 | 0 |
Temporary equity, redemption price per share | $ 10.24 | |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 125,000,000 | 125,000,000 |
Common stock, shares, issued | 420,456 | 0 |
Common stock, shares, outstanding | 420,456 | 0 |
Temporary equity, possible redemption | 8,625,000 | 0 |
Common Class B [Member] | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 12,500,000 | 12,500,000 |
Common stock, shares, issued | 2,156,250 | 2,156,250 |
Common stock, shares, outstanding | 2,156,250 | 2,156,250 |
Statements of Operations
Statements of Operations - USD ($) | 10 Months Ended | 12 Months Ended |
Dec. 31, 2021 | Dec. 31, 2022 | |
Operating costs | $ 16,778 | $ 1,369,689 |
Franchise tax expense | 204,153 | |
Loss from operations | (16,778) | (1,573,842) |
Investment income earned on investments held in Trust Account | 1,281,044 | |
Net loss before income taxes | (16,778) | (292,798) |
Income tax expense | (227,000) | |
Net loss | (16,778) | (519,798) |
Common Class A [Member] | ||
Net loss | $ (409,365) | |
Basic and diluted weighted average shares outstanding | 7,855,917 | |
Basic and diluted net loss per share | $ (0.05) | |
Common Class B [Member] | ||
Net loss | $ (16,778) | $ (110,433) |
Basic and diluted weighted average shares outstanding | 1,875,000 | 2,119,263 |
Basic and diluted net loss per share | $ (0.01) | $ (0.05) |
Statements of Changes in Stockh
Statements of Changes in Stockholders' Equity (Deficit) - USD ($) | Common Stock [Member] Common Class A [Member] | Common Stock [Member] Common Class B [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Common Class A [Member] | Common Class B [Member] | Total | |
Beginning balance value at Feb. 22, 2021 | ||||||||
Beginning balance, shares at Feb. 22, 2021 | ||||||||
Remeasurement of Class A common stock to redemption amount | ||||||||
Net loss | (16,778) | $ (16,778) | (16,778) | |||||
Issuance of Class B common stock to Sponsor | [1] | $ 216 | 24,784 | 25,000 | ||||
Issuance of Class B common stock to Sponsor, shares | [1] | 2,156,250 | ||||||
Ending balance value at Dec. 31, 2021 | $ 216 | 24,784 | (16,778) | 8,222 | ||||
Ending balance, shares at Dec. 31, 2021 | 2,156,250 | |||||||
Sale of Units in Initial Public Offering, net of offering costs | $ 863 | 84,677,946 | 84,678,809 | |||||
Sale of Units in Initial Public Offering, net of offering costs, shares | 8,625,000 | |||||||
Class A Common Stock subject to possible redemption | $ (863) | (87,542,887) | (87,543,750) | |||||
Class A Common Stock subject to possible redemption, shares | (8,625,000) | |||||||
Sale of Private Placement Units | $ 38 | 3,773,272 | 3,773,310 | |||||
Sale of Private Placement Units, shares | 377,331 | |||||||
Representative shares | $ 4 | (4) | ||||||
Representative shares, shares | 43,125 | |||||||
Deferred underwriting commission | (2,803,125) | (2,803,125) | ||||||
Re-classification | 1,870,014 | (1,870,014) | ||||||
Remeasurement of Class A common stock to redemption amount | (754,044) | (754,044) | ||||||
Net loss | (519,798) | $ (409,365) | $ (110,433) | (519,798) | ||||
Ending balance value at Dec. 31, 2022 | $ 42 | $ 216 | $ (3,160,634) | $ (3,160,376) | ||||
Ending balance, shares at Dec. 31, 2022 | 420,456 | 2,156,250 | ||||||
[1]On November 19, 2021, the Company cancelled 718,750 2,156,250 281,250 |
Statements of Changes in Stoc_2
Statements of Changes in Stockholders' Equity (Deficit) (Parenthetical) - Common Class B [Member] | Nov. 19, 2021 shares |
Common stock cancelled | 718,750 |
Common stock, shares issued | 2,156,250 |
Forfeiture of shares | 281,250 |
Statements of Cash Flows
Statements of Cash Flows - USD ($) | 10 Months Ended | 12 Months Ended |
Dec. 31, 2021 | Dec. 31, 2022 | |
Cash Flows from Operating Activities: | ||
Net loss | $ (16,778) | $ (519,798) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Gain on investments held in Trust Account | (1,281,044) | |
Changes in operating assets and liabilities: | ||
Prepaid expenses | (176,141) | |
Accounts payable | 23,474 | |
Accrued expenses | 448,172 | |
Accrued expenses - related party | 10,000 | |
Franchise tax payable | 200,000 | |
Income tax payable | 227,000 | |
Net cash used in operating activities | (16,778) | (1,068,337) |
Cash Flows from Investing Activities: | ||
Cash deposited into Trust Account | (87,543,750) | |
Net cash used in investing activities | (87,543,750) | |
Cash Flows from Financing Activities: | ||
Proceeds from promissory note - related party | 1,428 | 259,606 |
Repayment of promissory note - related party | (183,753) | |
Proceeds from initial public offering, net of underwriting discount and offering costs paid | 84,851,528 | |
Proceeds from sale of private placement units | 3,773,310 | |
Proceeds from issuance of Class B common stock to Sponsor | 25,000 | |
Net cash provided by financing activities | 26,428 | 88,700,691 |
Net Change in Cash | 9,650 | 88,604 |
Cash - Beginning of period | 9,650 | |
Cash - End of period | 9,650 | 98,254 |
Supplemental disclosures of non-cash investing and financing activities: | ||
Deferred underwriting commissions payable | 2,803,125 | |
Initial Classification of Class A common stock subject to redemption | 87,543,750 | |
Remeasurement of Class A common stock to redemption amount | 754,044 | |
Deferred offering costs paid by promissory note - related party | $ 172,719 |
DESCRIPTION OF ORGANIZATION AND
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | 12 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Genesis Unicorn Capital Corp. (the “Company”) is a blank check company incorporated in the state of Delaware on February 23, 2021. The Company was formed for the purpose of acquiring, engaging in a share exchange, share reconstruction and amalgamation with, purchasing all or substantially all of the assets of, entering into contractual arrangements with, or engaging in any other similar business combination with one or more businesses or entities (“Business Combination”). Although the Company is not limited to a particular industry or geographic region for purposes of consummating a Business Combination, the Company intends to focus on businesses in the biotechnology and pharmaceutical industries. As of December 31, 2022, the Company had not commenced any operations. All activity for the period from February 23, 2021 (inception) through December 31, 2022 relates to the Company’s formation and the initial public offering (the “Initial Public Offering”) described below, and since the closing of the Initial Public Offering, the search for a prospective initial Business Combination. The Company will generate non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from the Initial Public Offering. The Company has selected December 31st as its fiscal year end. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. The Company’s sponsor is Genesis Unicorn Capital, LLC (the “Sponsor”), a Delaware limited liability company. The registration statement for the Company’s Initial Public Offering was declared effective on February 14, 2022. On February 17, 2022, the Company consummated its Initial Public Offering of 8,625,000 1,125,000 10.00 86,250,000 4,374,315 1,078,125 2,803,125 493,065 Simultaneously with the consummation of the closing of the Initial Public Offering, the Company consummated the private placement of an aggregate of 377,331 10.00 3,773,310 Following the closing of the Initial Public Offering and Private Placement on February 17, 2022, an amount of $ 87,543,750 10.15 GENESIS UNICORN CAPITAL CORP. NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2022 The Company will provide its holders of the outstanding Public Shares (the “public stockholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. In connection with a proposed Business Combination, the Company may seek stockholder approval of a Business Combination at a meeting called for such purpose at which public stockholders may seek to redeem their Public Shares, regardless of whether they vote for or against a Business Combination. The Company will proceed with a Business Combination only if the Company has net tangible assets of at least $ 5,000,001 If the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Company’s amended and restated certificate of incorporation (the “Amended and Restated Certificate of Incorporation”) provides that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from seeking redemption rights with respect to 15% or more of the Public Shares without the Company’s prior written consent. The public stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially $ 10.15 Distinguishing Liabilities from Equity If a stockholder vote is not required and the Company does not decide to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation, offer such redemption pursuant to the tender offer rules of the Securities and Exchange Commission (“SEC”), and file tender offer documents containing substantially the same information as would be included in a proxy statement with the SEC prior to completing a Business Combination. GENESIS UNICORN CAPITAL CORP. NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2022 The Sponsor has agreed (a) to vote its Class B common stock, the common stock included in the Private Placement Units (the “Private Placement Shares”) and any Public Shares purchased during or after the Initial Public Offering in favor of a Business Combination, (b) not to propose an amendment to the Amended and Restated Certificate of Incorporation with respect to the Company’s pre-Business Combination activities prior to the consummation of a Business Combination unless the Company provides dissenting public stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment; (c) not to redeem any shares (including the Class B common stock) and Private Placement Units (including underlying securities) into the right to receive cash from the Trust Account in connection with a stockholder vote to approve a Business Combination (or to sell any shares in a tender offer in connection with a Business Combination if the Company does not seek stockholder approval in connection therewith) or a vote to amend the provisions of the Amended and Restated Certificate of Incorporation relating to stockholders’ rights of pre-Business Combination activity and (d) that the Class B common stock and Private Placement Units (including underlying securities) shall not participate in any liquidating distributions upon winding up if a Business Combination is not consummated. However, the Sponsor will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares purchased during or after the Initial Public Offering if the Company fails to complete its Business Combination. The Company will have until 12 months (or up to 18 months if the Company extends the period of time to consummate a Business Combination) from the closing of the Initial Public Offering to consummate a Business Combination (the “Combination Period”). If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than five business days thereafter, redeem 100% of the outstanding Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned (net of taxes payable and less interest to pay dissolution expenses up to $100,000), divided by the number of then outstanding Public Shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and the Company’s board of directors, proceed to commence a voluntary liquidation and thereby a formal dissolution of the Company, subject in each case to its obligations to provide for claims of creditors and the requirements of applicable law 10.00 GENESIS UNICORN CAPITAL CORP. NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2022 The Sponsor has agreed that it will be liable to the Company, if and to the extent any claims by a vendor for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amounts in the Trust Account to below $ 10.00 The Merger Agreement On November 29, 2022, we entered into an agreement and plan of merger (the “Merger Agreement”) with EGSL Holdings Limited, a Cayman Islands exempted company, and wholly-owned subsidiary of the Company (the “Purchaser”), ESGH Merger Sub Corp., a Cayman Islands exempted company and a wholly-owned subsidiary of Purchaser (“Merger Sub”), Environmental Solutions Group Holdings Limited, a Cayman Islands exempted company (“ESGL”), and Quek Leng Chuang, solely in his capacity as the shareholder representative, agent and attorney-in-fact of the shareholders of ESGL (the “Shareholder Representative”). Upon the closing of the transactions contemplated by the Merger Agreement, (a) the Company will be merged with and into the Purchaser (the “Redomestication Merger”), with the Purchaser surviving the Redomestication Merger; and (b) Merger Sub will be merged with and into ESGL (the “Acquisition Merger”), with ESGL surviving the Acquisition Merger as a direct wholly-owned subsidiary of the Purchaser (collectively, the Redomestication Merger and the Acquisition Merger are the “Merger” of the Business Combination”). Following the Business Combination, the Purchaser will be a publicly traded company listed on a stock exchange in the United States. Consideration Pursuant to the terms of the Merger Agreement, the aggregate consideration to be paid at the closing of the Business Combination to existing shareholders of ESGL is $ 75,000,000 10.00 375,000 3,500,000 The Closing The parties have agreed that the closing of the Business Combination shall occur no later than June 30, 2023, unless extended upon the written agreement of the parties. Board of Directors of Surviving Corporation Pursuant to the terms of the Merger Agreement, immediately after the closing, the Purchaser’s board of directors shall consist of six (6) directors, of whom one individual will be designated by the Company and of whom five (5) individuals will be designated by ESGL. The Company designee and three (3) of the five (5) ESGL designees shall be deemed independent in accordance with Nasdaq requirements. GENESIS UNICORN CAPITAL CORP. NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2022 Additional Agreements executed at the signing of the Merger Agreement Contemporaneously with the signing of the Merger Agreement, certain holders of ESGL ordinary shares executed lock-up agreements. Lock-up Agreements Pursuant to the Lock-Up Agreements such holders have agreed, subject to certain customary exceptions, not to (i) sell, offer to sell, contract or agree to sell, pledge or otherwise dispose of, directly or indirectly, any of the Company shares of common stock held by them (such shares, together with any securities convertible into or exchangeable for or representing the rights to receive the Company’s common stock if any, acquired during the Lock-Up Period (the “Lock-up Shares”)); (ii) enter into a transaction that would have the same effect; (iii) enter into any swap, hedge or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Lock-Up Shares or otherwise or engage in any short sales or other arrangement with respect to the Lock-Up Shares: or (iv) publicly announce any intention to effect any transaction specified in clause (i) or (ii), in each case until the date that is six (6) months after the closing date of the Business of Combination (the “Lock-Up Period”). Shareholder Support Agreement Contemporaneously with the execution of the Merger Agreement, certain holders of ESGL ordinary shares entered into a support agreement, pursuant to which such holders agreed to, among other things, approve the Merger Agreement and the proposed Initial Business Combination. Sponsor Support Agreement Contemporaneously with the execution of the Merger Agreement, certain holders of the Company’s common stock entered into a support agreement, pursuant to which such holders agreed to, among other things, approve the Merger Agreement and the proposed Business Combination. Additional Agreements to be executed at Closing Amended and Restated Registration Rights Agreement At the closing of the Business Combination, the Purchaser will enter into an amended and restated registration rights agreement (the “ Registration Rights Agreement GENESIS UNICORN CAPITAL CORP. NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2022 Going Concern and Management’s Plan The Company expects to incur significant costs in pursuit of its acquisition plans and will not generate any operating revenues until after the completion of its initial business combination. In addition, the Company expects to have negative cash flows from operations as it pursues an initial business combination target. In connection with the Company’s assessment of going concern considerations in accordance with Accounting Standards Update (“ASU”) 2014-15, Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern 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 cash to meet its needs through the earlier of consummation of a Business Combination or the deadline to complete a Business Combination pursuant to the Company’s Amended and Restated Certificate of Incorporation (unless otherwise amended by stockholders). While the Company expects to have sufficient access to additional sources of capital if necessary, there is no current commitment on the part of any financing source to provide additional capital and no assurances can be provided that such additional capital will ultimately be available. If the Company is unable to complete a Business Combination within the Combination Period, the Company will cease all operations except for the purpose of winding up. Similar to the prior reporting period, these conditions raise substantial doubt about the Company’s ability to continue as a going concern for a period of time within one year after the date that the financial statements are issued. There is no assurance that the Company’s plans to raise additional capital (to the extent ultimately necessary) or to consummate a Business Combination will be successful or successful within the Combination Period. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. As is customary for a special purpose acquisition company, if the Company is not able to consummate a Business Combination during the Combination Period, it will cease all operations and redeem the Public Shares. Management plans to continue its efforts to consummate a Business Combination during the Combination Period. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying consolidated financial statements have been prepared in accordance with GAAP and pursuant to the rules and regulations of the SEC. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. The Company has elected to implement the aforementioned exemptions. 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 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. GENESIS UNICORN CAPITAL CORP. NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2022 Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of 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 statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2022 and December 31, 2021. The Company had operating cash (i.e. cash held outside the Trust Account) of $ 98,254 9,650 Investments Held in Trust Account As of December 31, 2022 and December 31, 2021, the assets held in the Trust Account were comprised of U.S. government securities, within the meaning set forth in Section 2(a) (16) of the Investment Company Act, with maturities of 185 days or less, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. When the Company’s investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities. When the Company’s investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. Trading securities and investments in money market funds are presented on the balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities are reported in the statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. The Company had $ 88,824,794 0 GENESIS UNICORN CAPITAL CORP. NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2022 Class A Common Stock Subject to Possible Redemption As discussed in Note 3, all of the 8,625,000 5,000,001 8,625,000 Under ASC 480, the Company has elected to recognize changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value ($ 10.24 100,000 754,044 As of December 31, 2022, the Class A Common Stock reflected on the consolidated balance sheets are reconciled in the following table: SCHEDULE OF CONSOLIDATED BALANCE SHEETS Class A common stock subject to possible redemption at December 31, 2021 — Gross proceeds from Initial Public Offering 87,543,750 Plus: Remeasurement of carrying value to redemption value 754,044 Class A common stock subject to possible redemption at December 31, 2022 $ 88,297,794 GENESIS UNICORN CAPITAL CORP. NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2022 Offering Costs associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with derivative warrant liabilities are expensed as incurred, presented as non-operating expenses in the statement of operations. Offering costs associated with the Class A common stock were charged to stockholders’ equity (deficit) upon the completion of the Initial Public Offering. Income Taxes The Company complies with the accounting and reporting requirements of ASC Topic 740, Income Taxes ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company’s management determined the United States is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits, if any, as income tax expense. There were no unrecognized tax benefits as of December 31, 2022 and December 31, 2021 and no amounts accrued for interest and penalties. 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. See Note 9 for additional information on income taxes for the periods presented. Net Loss Per Share of Common Stock Net loss per share of common stock is computed by dividing net loss by the weighted-average number of shares of common stock outstanding during the period. Remeasurement associated with the redeemable shares of Class A common stock is excluded from net loss per share as the redemption value approximates fair value. Therefore, the earnings per share calculation allocates income and losses shared pro rata between Class A and Class B common stock. As a result, the calculated net loss per share is the same for Class A and Class B common stock. The Company has not considered the effect of the Public Warrants (as defined in Note 7) and Private Placement Warrants (as defined in Note 7) to purchase an aggregate of 9,002,331 GENESIS UNICORN CAPITAL CORP. NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2022 The following table reflects the calculation of basic and diluted net loss per common share (in dollars, except per share amounts): SCHEDULE OF EARNINGS PER SHARE BASIC AND DILUTED Class A Class B Class A Class B Year Ended December 31, 2022 For the Period from February 23, 2021 (Inception) Through December 31, 2021 Class A Class B Class A Class B Basic and diluted net loss per share: Numerator: Net loss $ (409,365 ) $ (110,433 ) — (16,778 ) Denominator: Basic and diluted weighted average shares outstanding 7,855,917 2,119,263 — 1,875,000 Basic and diluted net loss per share $ (0.05 ) $ (0.05 ) $ — $ (0.01 ) Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution which, at times may exceed the Federal depository insurance coverage of $ 250,000 Fair Value of Financial Instruments The Company applies ASC Topic 820, Fair Value Measurement The carrying amounts reflected in the accompanying balance sheets for current assets and current liabilities approximate fair value due to their short-term nature. GENESIS UNICORN CAPITAL CORP. NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2022 Level 1 — Assets and liabilities with unadjusted, quoted prices listed on active market exchanges. Inputs to the fair value measurement are observable inputs, such as quoted prices in active markets for identical assets or liabilities. Level 2 — Inputs to the fair value measurement are determined using prices for recently traded assets and liabilities with similar underlying terms, as well as direct or indirect observable inputs, such as interest rates and yield curves that are observable at commonly quoted intervals. Level 3 — Inputs to the fair value measurement are unobservable inputs, such as estimates, assumptions, and valuation techniques when little or no market data exists for the assets or liabilities. See Note 8 for additional information on assets and liabilities measured at fair value. Recent Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. |
INITIAL PUBLIC OFFERING
INITIAL PUBLIC OFFERING | 12 Months Ended |
Dec. 31, 2022 | |
Initial Public Offering | |
INITIAL PUBLIC OFFERING | NOTE 3. INITIAL PUBLIC OFFERING The registration statement for the Company’s Initial Public Offering was declared effective on February 14, 2022. On February 17, 2022, the Company consummated the Initial Public Offering of 8,625,000 1,125,000 86,250,000 one 11.50 |
PRIVATE PLACEMENT
PRIVATE PLACEMENT | 12 Months Ended |
Dec. 31, 2022 | |
Private Placement | |
PRIVATE PLACEMENT | NOTE 4. PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 377,331 10.00 3,773,310 GENESIS UNICORN CAPITAL CORP. NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2022 |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Dec. 31, 2022 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 5. RELATED PARTY TRANSACTIONS Founder Shares On March 15, 2021, the Sponsor purchased 2,875,000 25,000 0.012 20,000 2,500 10,000 17,500 30,000 25,000 15,000 5,500 30,000 718,750 2,156,250 281,250 281,250 The initial stockholder has agreed not to transfer, assign or sell any of the Class B common stock (except to certain permitted transferees) until, with respect to 50% of the Class B common stock, the earlier of (i) six months after the date of the consummation of a Business Combination, or (ii) the date on which the closing price of the Company’s common stock equals or exceeds $ 12.50 GENESIS UNICORN CAPITAL CORP. NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2022 Promissory Note - Related Party On February 23, 2021, the Company issued an unsecured promissory note (the “Promissory Note”) to the Sponsor, pursuant to which the Company may borrow up to an aggregate principal amount of $ 300,000 174,147 183,753 February 25, 2022 500,000 250,000 2,000,000 500,000 ab initio Administrative Support Agreement The Company entered into an agreement with the Sponsor, commencing on the effective date of the Initial Public Offering, pursuant to which the Sponsor has agreed to make available to the Company certain general and administrative services, including office space, utilities and administrative services, as the Company may require from time to time. The Company has agreed to pay the Sponsor $ 10,000 105,000 10,000 0 Related Party Loans In order to finance transaction costs in connection with a Business Combination, the Company’s Sponsor or an affiliate of the Sponsor, or the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). Such Working Capital Loans would be evidenced by promissory notes. The notes would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $ 1,500,000 10.00 GENESIS UNICORN CAPITAL CORP. NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2022 If the Company anticipates that it may not be able to consummate the Initial Business Combination within 12 months, the Company may, by resolution of the board if requested by the Sponsor, extend the period of time to consummate a Business Combination up to two (2) times, each by an additional three months (for a total of up to 18 months to complete a Business Combination), subject to the Sponsor depositing additional funds into the Trust Account as set out below. Pursuant to the terms of the Amended and Restated Certificate of Incorporation and the trust agreement to be entered into between the Company and Continental Stock Transfer & Trust Company, in order for the time available for the Company to consummate the Initial Business Combination to be extended, the Sponsor or its affiliates or designees, upon five (5) business days advance notice prior to the applicable deadline, must deposit into the Trust Account $1,725,000 with the underwriters’ over-allotment option exercised in full ($0.20 per unit), on or prior to the date of the applicable deadline, for each of the available three month extensions, providing a total possible Business Combination period of 18 months at a total payment value of $3,450,000 with the underwriters’ over-allotment option exercised in full ($0.40 per unit) (the “Extension Loans”). Any such payments would be made in the form of non-interest bearing loans 10.00 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 6. COMMITMENTS AND CONTINGENCIES Registration and Shareholder Rights Agreement The holders of the Founder Shares, as well as the holders of the Private Placement Units (and underlying securities) and any securities issued in payment of Working Capital Loans made to the Company, will be entitled to registration rights pursuant to an agreement signed on the effective date of the Initial Public Offering. The holders of a majority of these securities are entitled to make up to three demands that the Company register such securities. The holders of a majority of these securities can elect to exercise these registration rights at any time after the Company consummates a Business Combination. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the consummation of a Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Notwithstanding anything to the contrary, under FINRA Rule 5110, the underwriters and/or their designees may only make a demand registration (i) on one occasion and (ii) during the five-year period beginning on the effective date of the registration statement relating to the Initial Public Offering, and the underwriters and/or their designees may participate in a “piggy-back” registration only during the seven-year period beginning on the effective date of the registration statement relating to the Initial Public Offering. GENESIS UNICORN CAPITAL CORP. NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2022 Underwriting Agreement Simultaneously with the Initial Public Offering, the underwriters fully exercised the over-allotment option to purchase an additional 1,125,000 10.00 11,250,000 The underwriters were paid a cash underwriting discount of $ 0.20 1,078,125 0.35 2,803,125 |
STOCKHOLDERS_ EQUITY (DEFICIT)
STOCKHOLDERS’ EQUITY (DEFICIT) | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
STOCKHOLDERS’ EQUITY (DEFICIT) | NOTE 7. STOCKHOLDERS’ EQUITY (DEFICIT) Preferred stock 1,250,000 0.0001 no Class A common stock — 125,000,000 0.0001 Holders of Class A common stock are entitled to one vote for each share 420,456 8,625,000 no Class B common stock — 12,500,000 0.0001 Holders of Class B common stock are entitled to one vote for each share 2,156,250 On March 15, 2021, the Sponsor purchased 2,875,000 25,000 0.012 718,750 GENESIS UNICORN CAPITAL CORP. NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2022 Warrants — 8,625,000 377,331 no The Company may call the warrants for redemption, in whole and not in part, at a price of $ 0.01 ● at any time while the Public Warrants are exercisable, ● upon not less than 30 days’ prior written notice of redemption to each Public Warrant holder, ● if, and only if, the reported last sale price of the common stock equals or exceeds $18 per share, for any 20 trading days within a 30-day trading period ending on the third trading day prior to the notice of redemption to Public Warrant holders, and ● if, and only if, there is a current registration statement in effect with respect to the common stock underlying such warrants at the time of redemption and for the entire 30-day trading period referred to above and continuing each day thereafter until the date of redemption. The Private Placement Warrants will be identical to the Public Warrants, except that the Private Placement Warrants and the common stock issuable upon the exercise of the Placement Warrants will not be transferable, assignable or salable until after the completion of a Business Combination, subject to certain limited exceptions. GENESIS UNICORN CAPITAL CORP. NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2022 If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis.” The exercise price and number of common stock issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. However, the warrants will not be adjusted for issuances of common stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such warrants. Accordingly, the warrants may expire worthless. The Company accounts for the Public Warrants and Private Placement Warrants in accordance with the guidance contained in ASC Topic 815, Derivatives and Hedging |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENTS | NOTE 8. FAIR VALUE MEASUREMENTS The Company did not have any financial assets or liabilities measured at fair value as of December 31, 2021. The following table presents information about the Company’s financial assets that are measured at fair value on a recurring basis as of December 31, 2022, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: SCHEDULE OF FAIR VALUE MEASUREMENT Description Amount at Fair Value Level 1 Level 2 Level 3 December 31, 2022 Assets Investments held in Trust Account: U.S. Treasury Securities $ 88,824,794 $ 88,824,794 $ — $ — |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | NOTE 9. INCOME TAXES The Company’s effective tax rate for year ended December 31, 2022, and for the period from February 23, 2021 (inception) through December 31, 2021 was (78) 21 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2022 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 10. SUBSEQUENT EVENTS Sponsor Promissory Note Events On January 23, 2023, the Company drew an additional $ 250,000 On March 1, 2023 the Company issued an amended and restated Second Promissory Note (the “Amended and Restated Second Promissory Note”) in the principal amount of up to $ 2,000,000 2,000,000 500,000 ab initio 100,000 GENESIS UNICORN CAPITAL CORP. NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2022 Extension Amendment Proposal On February 14, 2023, at a special meeting of stockholders of the Company the stockholders voted upon and approved amendments (the “Extension Amendment Proposal”) to the Company’s Amended and Restated Certificate of Incorporation (the “Charter”) to permit the Board of Directors of the Company to extend the date by which the Company has to consummate a business combination twelve (12) times for an additional one (1) month each time from February 17, 2023 to February 17, 2024 (the termination date as ay be so extended, the “Extended Date”). The Company’s stockholders also approved an amendment (the “Trust Amendment Proposal”) to the Company’s investment management agreement, dated as of February 14, 2022 (the “Trust Agreement”) by and between the Company and Continental Stock Transfer & Trust Company, to extend the Combination Period under the Trust Agreement for a period of 12 months from February 17, 2023 to February 17, 2024 and to the extent the Charter is amended to extend the Combination Period under the Trust Agreement shall be extended for a period of 12 months from February 17, 2023 to February 17, 2024 and to the extent the Charter is amended to extend the Combination Period by depositing into the trust account $ 0.06 Prior to the special meeting of stockholders to amend the Charter and the Trust Agreement, the Company had the right to extend the Combination Period from February 17, 2023 to August 17, 2023 (i.e., 18 months from the consummation of the Company’s Initial Public Offering. The only way to extend the Combination Period from February 17, 2023 to August 17, 2023 for two (2) successive three-month periods without the need for a separate stockholder vote under the current Charter and Trust Agreement is for the Company’s sponsor or its affiliates or designees, upon five days’ advance notice, to deposit into the Trust Account $ 1,725,000 0.20 As a result of the approval of the Extension Amendment Proposal and the Trust Amendment Proposal, the Company will have the right to extend the Combination Period twelve (12) times for an additional one (1) month each time, from February 17, 2023 to February 17, 2024, provided that the Extension Payment of $ 0.06 The Company’s management believes that it can close the Business Combination before February 17, 2024. Under the circumstances, the Sponsor wants to pay an extension amount that could potentially be less than the $ 1,725,000 In connection with the stockholders’ vote at the Special Meeting on February 14, 2023, 3,177,941 8,023,765 5,867,515 5,447,059 2,156,250 |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying consolidated financial statements have been prepared in accordance with GAAP and pursuant to the rules and regulations of the SEC. |
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, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. The Company has elected to implement the aforementioned exemptions. 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 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. GENESIS UNICORN CAPITAL CORP. NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2022 |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of 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 statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2022 and December 31, 2021. The Company had operating cash (i.e. cash held outside the Trust Account) of $ 98,254 9,650 |
Investments Held in Trust Account | Investments Held in Trust Account As of December 31, 2022 and December 31, 2021, the assets held in the Trust Account were comprised of U.S. government securities, within the meaning set forth in Section 2(a) (16) of the Investment Company Act, with maturities of 185 days or less, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. When the Company’s investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities. When the Company’s investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. Trading securities and investments in money market funds are presented on the balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities are reported in the statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. The Company had $ 88,824,794 0 GENESIS UNICORN CAPITAL CORP. NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2022 |
Class A Common Stock Subject to Possible Redemption | Class A Common Stock Subject to Possible Redemption As discussed in Note 3, all of the 8,625,000 5,000,001 8,625,000 Under ASC 480, the Company has elected to recognize changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value ($ 10.24 100,000 754,044 As of December 31, 2022, the Class A Common Stock reflected on the consolidated balance sheets are reconciled in the following table: SCHEDULE OF CONSOLIDATED BALANCE SHEETS Class A common stock subject to possible redemption at December 31, 2021 — Gross proceeds from Initial Public Offering 87,543,750 Plus: Remeasurement of carrying value to redemption value 754,044 Class A common stock subject to possible redemption at December 31, 2022 $ 88,297,794 GENESIS UNICORN CAPITAL CORP. NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2022 |
Offering Costs associated with the Initial Public Offering | Offering Costs associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with derivative warrant liabilities are expensed as incurred, presented as non-operating expenses in the statement of operations. Offering costs associated with the Class A common stock were charged to stockholders’ equity (deficit) upon the completion of the Initial Public Offering. |
Income Taxes | Income Taxes The Company complies with the accounting and reporting requirements of ASC Topic 740, Income Taxes ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company’s management determined the United States is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits, if any, as income tax expense. There were no unrecognized tax benefits as of December 31, 2022 and December 31, 2021 and no amounts accrued for interest and penalties. 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. See Note 9 for additional information on income taxes for the periods presented. |
Net Loss Per Share of Common Stock | Net Loss Per Share of Common Stock Net loss per share of common stock is computed by dividing net loss by the weighted-average number of shares of common stock outstanding during the period. Remeasurement associated with the redeemable shares of Class A common stock is excluded from net loss per share as the redemption value approximates fair value. Therefore, the earnings per share calculation allocates income and losses shared pro rata between Class A and Class B common stock. As a result, the calculated net loss per share is the same for Class A and Class B common stock. The Company has not considered the effect of the Public Warrants (as defined in Note 7) and Private Placement Warrants (as defined in Note 7) to purchase an aggregate of 9,002,331 GENESIS UNICORN CAPITAL CORP. NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2022 The following table reflects the calculation of basic and diluted net loss per common share (in dollars, except per share amounts): SCHEDULE OF EARNINGS PER SHARE BASIC AND DILUTED Class A Class B Class A Class B Year Ended December 31, 2022 For the Period from February 23, 2021 (Inception) Through December 31, 2021 Class A Class B Class A Class B Basic and diluted net loss per share: Numerator: Net loss $ (409,365 ) $ (110,433 ) — (16,778 ) Denominator: Basic and diluted weighted average shares outstanding 7,855,917 2,119,263 — 1,875,000 Basic and diluted net loss per share $ (0.05 ) $ (0.05 ) $ — $ (0.01 ) |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution which, at times may exceed the Federal depository insurance coverage of $ 250,000 |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company applies ASC Topic 820, Fair Value Measurement The carrying amounts reflected in the accompanying balance sheets for current assets and current liabilities approximate fair value due to their short-term nature. GENESIS UNICORN CAPITAL CORP. NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2022 Level 1 — Assets and liabilities with unadjusted, quoted prices listed on active market exchanges. Inputs to the fair value measurement are observable inputs, such as quoted prices in active markets for identical assets or liabilities. Level 2 — Inputs to the fair value measurement are determined using prices for recently traded assets and liabilities with similar underlying terms, as well as direct or indirect observable inputs, such as interest rates and yield curves that are observable at commonly quoted intervals. Level 3 — Inputs to the fair value measurement are unobservable inputs, such as estimates, assumptions, and valuation techniques when little or no market data exists for the assets or liabilities. See Note 8 for additional information on assets and liabilities measured at fair value. |
Recent Accounting Standards | Recent Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
SCHEDULE OF CONSOLIDATED BALANCE SHEETS | As of December 31, 2022, the Class A Common Stock reflected on the consolidated balance sheets are reconciled in the following table: SCHEDULE OF CONSOLIDATED BALANCE SHEETS Class A common stock subject to possible redemption at December 31, 2021 — Gross proceeds from Initial Public Offering 87,543,750 Plus: Remeasurement of carrying value to redemption value 754,044 Class A common stock subject to possible redemption at December 31, 2022 $ 88,297,794 |
SCHEDULE OF EARNINGS PER SHARE BASIC AND DILUTED | The following table reflects the calculation of basic and diluted net loss per common share (in dollars, except per share amounts): SCHEDULE OF EARNINGS PER SHARE BASIC AND DILUTED Class A Class B Class A Class B Year Ended December 31, 2022 For the Period from February 23, 2021 (Inception) Through December 31, 2021 Class A Class B Class A Class B Basic and diluted net loss per share: Numerator: Net loss $ (409,365 ) $ (110,433 ) — (16,778 ) Denominator: Basic and diluted weighted average shares outstanding 7,855,917 2,119,263 — 1,875,000 Basic and diluted net loss per share $ (0.05 ) $ (0.05 ) $ — $ (0.01 ) |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
SCHEDULE OF FAIR VALUE MEASUREMENT | The Company did not have any financial assets or liabilities measured at fair value as of December 31, 2021. The following table presents information about the Company’s financial assets that are measured at fair value on a recurring basis as of December 31, 2022, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: SCHEDULE OF FAIR VALUE MEASUREMENT Description Amount at Fair Value Level 1 Level 2 Level 3 December 31, 2022 Assets Investments held in Trust Account: U.S. Treasury Securities $ 88,824,794 $ 88,824,794 $ — $ — |
DESCRIPTION OF ORGANIZATION A_2
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (Details Narrative) - USD ($) | 10 Months Ended | 12 Months Ended | |
Feb. 17, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | |
Subsidiary, Sale of Stock [Line Items] | |||
Proceeds from issuance initial public offering | $ 84,851,528 | ||
Incurred offering costs | 172,719 | ||
Sale of stock price per share | $ 10 | ||
Proceeds from issuance of private placement | $ 3,773,310 | ||
Business combination share price and pro rata interest | $ 10.15 | ||
Business combination, description | If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than five business days thereafter, redeem 100% of the outstanding Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned (net of taxes payable and less interest to pay dissolution expenses up to $100,000), divided by the number of then outstanding Public Shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and the Company’s board of directors, proceed to commence a voluntary liquidation and thereby a formal dissolution of the Company, subject in each case to its obligations to provide for claims of creditors and the requirements of applicable law | ||
Business combination, consideration transferred | $ 75,000,000 | ||
Business combination ordinary purchase shares | 375,000 | ||
Working capital | $ 3,500,000 | ||
Minimum [Member] | |||
Subsidiary, Sale of Stock [Line Items] | |||
Net of tangible assets | $ 5,000,001 | ||
IPO [Member] | |||
Subsidiary, Sale of Stock [Line Items] | |||
Number of common stock issuance | 8,625,000 | ||
Share price | $ 10 | $ 10 | |
Proceeds from issuance initial public offering | $ 86,250,000 | ||
Incurred offering costs | 4,374,315 | ||
Underwriting commission offering costs | 1,078,125 | ||
Deferred underwriting commission offering costs | 2,803,125 | ||
Other incurred offering costs | $ 493,065 | ||
Over-Allotment Option [Member] | |||
Subsidiary, Sale of Stock [Line Items] | |||
Number of common stock issuance | 1,125,000 | ||
Share price | $ 10 | ||
Private Placement [Member] | |||
Subsidiary, Sale of Stock [Line Items] | |||
Number of common stock issuance | 377,331 | ||
Share price | $ 10.15 | ||
Proceeds from issuance initial public offering | $ 87,543,750 | ||
Sale of stock price per share | $ 10 | ||
Proceeds from issuance of private placement | $ 3,773,310 |
SCHEDULE OF CONSOLIDATED BALANC
SCHEDULE OF CONSOLIDATED BALANCE SHEETS (Details) | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Accounting Policies [Abstract] | |
Class A common stock subject to possible redemption at December 31, 2021 | |
Gross proceeds from Initial Public Offering | 87,543,750 |
Remeasurement of carrying value to redemption value | 754,044 |
Class A common stock subject to possible redemption at December 31, 2022 | $ 88,297,794 |
SCHEDULE OF EARNINGS PER SHARE
SCHEDULE OF EARNINGS PER SHARE BASIC AND DILUTED (Details) - USD ($) | 10 Months Ended | 12 Months Ended |
Dec. 31, 2021 | Dec. 31, 2022 | |
Basic and diluted net loss per share: | ||
Net loss | $ (16,778) | $ (519,798) |
Common Class A [Member] | ||
Basic and diluted net loss per share: | ||
Net loss | $ (409,365) | |
Basic and diluted weighted average shares outstanding | 7,855,917 | |
Basic and diluted net loss per share | $ (0.05) | |
Common Class B [Member] | ||
Basic and diluted net loss per share: | ||
Net loss | $ (16,778) | $ (110,433) |
Basic and diluted weighted average shares outstanding | 1,875,000 | 2,119,263 |
Basic and diluted net loss per share | $ (0.01) | $ (0.05) |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 10 Months Ended | 12 Months Ended | |
Feb. 17, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | |
Cash | $ 9,650 | $ 98,254 | |
Investment held in trust account | $ 88,824,794 | ||
Sale of stock | 8,625,000 | ||
Dissolution expenses | $ 100,000 | ||
Remeasurement of Class A common stock subject to redemption amount | 754,044 | ||
Federal deposit insurance corporation premium expense | $ 250,000 | ||
Private Placement [Member] | |||
Sale of stock | 377,331 | ||
Warrants to purchase | 9,002,331 | ||
Common Class A [Member] | |||
Mandatory redemption, maximum amount | $ 5,000,001 | ||
Common stock redemption | 0 | 8,625,000 | |
Temporary equity, redemption price per share | $ 10.24 |
INITIAL PUBLIC OFFERING (Detail
INITIAL PUBLIC OFFERING (Details Narrative) - USD ($) | 10 Months Ended | 12 Months Ended | |
Feb. 17, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | |
Subsidiary, Sale of Stock [Line Items] | |||
Gross proceeds | $ 84,851,528 | ||
Public Warrant [Member] | Common Class A [Member] | |||
Subsidiary, Sale of Stock [Line Items] | |||
Warrants purchase of common stock shares | 1 | ||
Warrants exercise price per share | $ 11.50 | ||
IPO [Member] | |||
Subsidiary, Sale of Stock [Line Items] | |||
Number of units issued during period | 8,625,000 | ||
Gross proceeds | $ 86,250,000 | ||
Over-Allotment Option [Member] | |||
Subsidiary, Sale of Stock [Line Items] | |||
Number of units issued during period | 1,125,000 |
PRIVATE PLACEMENT (Details Narr
PRIVATE PLACEMENT (Details Narrative) - USD ($) | 12 Months Ended | |
Feb. 17, 2022 | Dec. 31, 2022 | |
Subsidiary, Sale of Stock [Line Items] | ||
Sale of units during period | 8,625,000 | |
Sale of stock price per share | $ 10 | |
Private Placement [Member] | ||
Subsidiary, Sale of Stock [Line Items] | ||
Sale of units during period | 377,331 | |
Sale of stock price per share | $ 10 | |
Gross proceeds from sale of stock | $ 3,773,310 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | 1 Months Ended | 10 Months Ended | 12 Months Ended | ||||||
Feb. 17, 2022 | Nov. 19, 2021 | Oct. 27, 2021 | Mar. 15, 2021 | Feb. 28, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | Oct. 12, 2022 | Feb. 23, 2021 | |
Related Party Transaction [Line Items] | |||||||||
Stock issued during period value | $ 84,678,809 | ||||||||
Repayment of promissory note related party | 183,753 | ||||||||
Accrued expense related party | 10,000 | ||||||||
Administrative Support Agreement [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Sponsor for services | 10,000 | ||||||||
Admistration support expense | $ 105,000 | ||||||||
Promissory Note [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Debt instrument, face amount | $ 300,000 | ||||||||
Short-term debt | $ 174,147 | ||||||||
Second Promissory Note [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Short-term debt | $ 500,000 | ||||||||
IPO [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Number of common stock issuance | 8,625,000 | ||||||||
Share price | $ 10 | $ 10 | |||||||
Shares not subject to forfeiture | 281,250 | ||||||||
IPO [Member] | Promissory Note [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Repayment of promissory note related party | $ 183,753 | ||||||||
Debt maturity date | Feb. 25, 2022 | ||||||||
Over-Allotment Option [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Number of common stock issuance | 1,125,000 | ||||||||
Share price | $ 10 | ||||||||
Agreement term, description | Pursuant to the terms of the Amended and Restated Certificate of Incorporation and the trust agreement to be entered into between the Company and Continental Stock Transfer & Trust Company, in order for the time available for the Company to consummate the Initial Business Combination to be extended, the Sponsor or its affiliates or designees, upon five (5) business days advance notice prior to the applicable deadline, must deposit into the Trust Account $1,725,000 with the underwriters’ over-allotment option exercised in full ($0.20 per unit), on or prior to the date of the applicable deadline, for each of the available three month extensions, providing a total possible Business Combination period of 18 months at a total payment value of $3,450,000 with the underwriters’ over-allotment option exercised in full ($0.40 per unit) (the “Extension Loans”). Any such payments would be made in the form of non-interest bearing loans | ||||||||
Chief Executive Officer [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Number of common stock issuance | 10,000 | 20,000 | |||||||
Chief Operating Officer [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Number of common stock issuance | 30,000 | 20,000 | |||||||
Scientific Advisor [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Number of common stock issuance | 5,500 | 2,500 | |||||||
Chief Scientific Officer [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Number of common stock issuance | 17,500 | ||||||||
Independent Director One[Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Number of common stock issuance | 30,000 | ||||||||
Independent Director Two [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Number of common stock issuance | 30,000 | ||||||||
Independent Director Three [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Number of common stock issuance | 25,000 | ||||||||
Independent Director Four [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Number of common stock issuance | 25,000 | ||||||||
Strategic And Scientific Advisor [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Number of common stock issuance | 15,000 | ||||||||
Sponsor [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Share price | $ 12.50 | ||||||||
Common stock shares canceled during the period | 718,750 | ||||||||
Common Class B [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Forfeiture of shares | 281,250 | ||||||||
Common Class B [Member] | Maximum [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Forfeiture of shares | 281,250 | ||||||||
Common Class B [Member] | Sponsor [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Number of common stock issuance | 2,875,000 | ||||||||
Stock issued during period value | $ 25,000 | ||||||||
Share price | $ 0.012 | ||||||||
Sponsor [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Common stock shares canceled during the period | 718,750 | ||||||||
Debt conversion price per share | $ 10 | ||||||||
Sponsor [Member] | Second Promissory Note [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Debt instrument, face amount | $ 2,000,000 | ||||||||
Short-term debt | 250,000 | ||||||||
Sponsor [Member] | Maximum [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Stock issued during period, value, conversion of units | $ 1,500,000 | ||||||||
Sponsor [Member] | Common Class B [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Number of common stock issuance | 2,875,000 | 2,156,250 | 2,156,250 | ||||||
Stock issued during period value | $ 25,000 | ||||||||
Share price | $ 0.012 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) | 12 Months Ended | ||
Feb. 17, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Subsidiary, Sale of Stock [Line Items] | |||
Stock issued during period value | $ 84,678,809 | ||
Deferred underwriting fee payable | $ 2,803,125 | ||
Over-Allotment Option [Member] | |||
Subsidiary, Sale of Stock [Line Items] | |||
Number of common stock issuance | 1,125,000 | ||
Offering price | $ 10 | ||
Over-Allotment Option [Member] | Underwriting Agreement [Member] | |||
Subsidiary, Sale of Stock [Line Items] | |||
Number of common stock issuance | 1,125,000 | ||
Offering price | $ 10 | ||
Stock issued during period value | $ 11,250,000 | ||
IPO [Member] | |||
Subsidiary, Sale of Stock [Line Items] | |||
Number of common stock issuance | 8,625,000 | ||
Offering price | $ 10 | $ 10 | |
IPO [Member] | Underwriting Agreement [Member] | |||
Subsidiary, Sale of Stock [Line Items] | |||
Offering price | $ 0.20 | ||
Commission for underwriter | $ 1,078,125 | ||
Deferred Underwriting Commission [Member] | Underwriting Agreement [Member] | |||
Subsidiary, Sale of Stock [Line Items] | |||
Offering price | $ 0.35 | ||
Deferred underwriting fee payable | $ 2,803,125 |
STOCKHOLDERS_ EQUITY (DEFICIT)
STOCKHOLDERS’ EQUITY (DEFICIT) (Details Narrative) - USD ($) | 12 Months Ended | ||||
Feb. 17, 2022 | Nov. 19, 2021 | Mar. 15, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Class of Stock [Line Items] | |||||
Preferred stock, shares authorized | 1,250,000 | 1,250,000 | |||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | |||
Preferred stock, shares issued | 0 | 0 | |||
Preferred stock, shares issued | 0 | 0 | |||
Stock issued during period value | $ 84,678,809 | ||||
Warrant [Member] | |||||
Class of Stock [Line Items] | |||||
Warrant exercise price per share | $ 0.01 | ||||
IPO [Member] | |||||
Class of Stock [Line Items] | |||||
Number of common stock issuance | 8,625,000 | ||||
Shares issued price per share | $ 10 | $ 10 | |||
Warrants outstanding | 8,625,000 | 0 | |||
Private Placement [Member] | |||||
Class of Stock [Line Items] | |||||
Number of common stock issuance | 377,331 | ||||
Shares issued price per share | $ 10.15 | ||||
Warrants outstanding | 377,331 | 0 | |||
Sponsor [Member] | |||||
Class of Stock [Line Items] | |||||
Shares issued price per share | $ 12.50 | ||||
Common stock shares canceled during period | 718,750 | ||||
Common Class A [Member] | |||||
Class of Stock [Line Items] | |||||
Common stock, shares authorized | 125,000,000 | 125,000,000 | |||
Common stock, par value | $ 0.0001 | $ 0.0001 | |||
Common stock, voting rights | Holders of Class A common stock are entitled to one vote for each share | ||||
Common stock, shares issued | 420,456 | 0 | |||
Common stock, shares outstanding | 420,456 | 0 | |||
Common stock, possible redemption | 8,625,000 | 0 | |||
Common Class B [Member] | |||||
Class of Stock [Line Items] | |||||
Common stock, shares authorized | 12,500,000 | 12,500,000 | |||
Common stock, par value | $ 0.0001 | $ 0.0001 | |||
Common stock, voting rights | Holders of Class B common stock are entitled to one vote for each share | ||||
Common stock, shares issued | 2,156,250 | 2,156,250 | 2,156,250 | ||
Common stock, shares outstanding | 2,156,250 | 2,156,250 | |||
Common Class B [Member] | Sponsor [Member] | |||||
Class of Stock [Line Items] | |||||
Number of common stock issuance | 2,875,000 | ||||
Stock issued during period value | $ 25,000 | ||||
Shares issued price per share | $ 0.012 |
SCHEDULE OF FAIR VALUE MEASUREM
SCHEDULE OF FAIR VALUE MEASUREMENT (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Investments held in Trust Account: | ||
U.S. Treasury Securities | $ 88,824,794 | |
Fair Value, Inputs, Level 1 [Member] | ||
Investments held in Trust Account: | ||
U.S. Treasury Securities | 88,824,794 | |
Fair Value, Inputs, Level 2 [Member] | ||
Investments held in Trust Account: | ||
U.S. Treasury Securities | ||
Fair Value, Inputs, Level 3 [Member] | ||
Investments held in Trust Account: | ||
U.S. Treasury Securities |
INCOME TAXES (Details Narrative
INCOME TAXES (Details Narrative) | 10 Months Ended | 12 Months Ended |
Dec. 31, 2021 | Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | ||
Effective tax rate | (78.00%) | (78.00%) |
Statutory income tax rate | 21% |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - USD ($) | Mar. 02, 2023 | Feb. 14, 2023 | Jan. 23, 2023 | Feb. 17, 2022 | Feb. 14, 2024 | May 17, 2023 | Mar. 31, 2023 | Feb. 17, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Common Class A [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Common stock shares outstanding | 420,456 | 0 | ||||||||
Common Class B [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Common stock shares outstanding | 2,156,250 | 2,156,250 | ||||||||
IPO [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Share price | $ 10 | $ 10 | ||||||||
Sale of Units in Initial Public Offering, net of offering costs, shares | 8,625,000 | |||||||||
Charter and Trust Agreement [Member] | Forecast [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Deposits | $ 1,725,000 | |||||||||
Subsequent Event [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Sponsor fees | $ 250,000 | |||||||||
Share price | $ 0.06 | $ 0.06 | ||||||||
Common stock shares redemption | $ 3,177,941 | |||||||||
Common stock shares outstanding | 8,023,765 | |||||||||
Subsequent Event [Member] | Common Class A [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Common stock shares outstanding | 5,867,515 | |||||||||
Common stock subject to redemption shares | 5,447,059 | |||||||||
Subsequent Event [Member] | Common Class B [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Sale of Units in Initial Public Offering, net of offering costs, shares | 2,156,250 | |||||||||
Subsequent Event [Member] | IPO [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Share price | $ 0.20 | $ 0.20 | ||||||||
Subsequent Event [Member] | Charter and Trust Agreement [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Deposits | $ 1,725,000 | $ 1,725,000 | ||||||||
Subsequent Event [Member] | Second Promissory Note [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Debt instrument, face amount | $ 2,000,000 | |||||||||
Subsequent Event [Member] | Second Promissory Note [Member] | Maximum [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Loans payable | $ 500,000 | |||||||||
Subsequent Event [Member] | Sponsor Promissory Note [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Proceeds from issuance of debt | $ 100,000 |