Genesis Unicorn Capital (GENQ) 10-Q 9 May 23 2023 Q1 Quarterly report Financial data

Cover

Cover - shares	3 Months Ended
	Mar. 31, 2023	May 09, 2023
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Mar. 31, 2023
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2023
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 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
Units, each consisting of one share of common stock, par value $0.0001, one redeemable warrant
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
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
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 Stock [Member]
Entity Common Stock, Shares Outstanding		8,023,765
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 ($)	Mar. 31, 2023	Dec. 31, 2022
Current assets:
Cash	$ 55,032	$ 98,254
Prepaid expenses - current	189,227	157,134
Total current assets	244,259	255,388
Prepaid expenses - noncurrent		19,007
Investments held in Trust Account	56,893,013	88,824,794
Total Assets	57,137,272	89,099,189
Current liabilities:
Accounts payable	268,872	23,474
Accrued expenses	687,769	448,172
Accrued expenses - related party		10,000
Franchise tax payable	50,000	200,000
Income tax payable	104,832	227,000
Promissory note - related party	$ 1,300,000	$ 250,000
Other Liability, Current, Related and Nonrelated Party Status [Extensible Enumeration]	Related Party [Member]	Related Party [Member]
Total current liabilities	$ 2,411,473	$ 1,158,646
Deferred underwriting commissions payable	2,803,125	2,803,125
Total Liabilities	5,214,598	3,961,771
Commitments and Contingencies (Note 6)
Class A common stock subject to possible redemption; 5,447,059 and 8,625,000 shares at redemption value of $10.30 and $10.24 per share at March 31, 2023 and December 31, 2022, respectively	56,111,182	88,297,794
Stockholders’ Deficit:
Preferred stock, $0.0001 par value; 1,250,000 shares authorized; none issued and outstanding at March 31, 2023 and December 31, 2022
Additional paid-in capital
Accumulated deficit	(4,188,766)	(3,160,634)
Total Stockholders’ Deficit:	(4,188,508)	(3,160,376)
Total Liabilities and Stockholders’ Deficit:	57,137,272	89,099,189
Common Class A [Member]
Stockholders’ Deficit:
Common stock, value	42	42
Common Class B [Member]
Stockholders’ Deficit:
Common stock, value	$ 216	$ 216

Balance Sheets (Parenthetical)

Balance Sheets (Parenthetical) - $ / shares	Mar. 31, 2023	Dec. 31, 2022
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	5,447,059	8,625,000
Temporary equity, redemption price per share	$ 10.30	$ 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	420,456
Common stock, shares, outstanding	420,456	420,456
Common stock, possible redemption	5,447,059	8,625,000
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 (Unaud

Statements of Operations (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Operating costs	$ 901,484	$ 145,739
Franchise tax expense	50,050	54,153
Loss from operations	(951,534)	(199,892)
Investment income earned on investments held in Trust Account	549,249	39,034
Net loss before income taxes	(402,285)	(160,858)
Income tax expense	(104,832)
Net loss	(507,117)	(160,858)
Common Class A [Member]
Net loss	$ (393,365)	$ (107,350)
Basic and diluted weighted average shares outstanding	7,456,486	4,025,000
Basic and diluted net loss per share	$ (0.05)	$ (0.03)
Common Class B [Member]
Net loss	$ (113,752)	$ (53,508)
Basic and diluted weighted average shares outstanding	2,156,250	2,006,250
Basic and diluted net loss per share	$ (0.05)	$ (0.03)

Statements of Changes in Stockh

Statements of Changes in Stockholders' Equity Deficit (Unaudited) - 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 Dec. 31, 2021		$ 216	$ 24,784	$ (16,778)			$ 8,222
Beginning balance, shares at Dec. 31, 2021		2,156,250
Remeasurement of Class A common stock to redemption amount
Net loss				(160,858)	$ (107,350)	$ (53,508)	(160,858)
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
Re-classification			1,870,014	(1,870,014)
Ending balance value at Mar. 31, 2022	$ 42	$ 216		(2,047,650)			(2,047,392)
Ending balance, shares at Mar. 31, 2022	420,456	2,156,250
Deferred underwriting commission			(2,803,125)				(2,803,125)
Beginning balance value at Dec. 31, 2021		$ 216	24,784	(16,778)			8,222
Beginning balance, shares at Dec. 31, 2021		2,156,250
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
Remeasurement of Class A common stock to redemption amount				(521,015)			(521,015)
Net loss				(507,117)	$ (393,365)	$ (113,752)	(507,117)
Ending balance value at Mar. 31, 2023	$ 42	$ 216		$ (4,188,766)			$ (4,188,508)
Ending balance, shares at Mar. 31, 2023	420,456	2,156,250

Statements of Cash Flows (Unaud

Statements of Cash Flows (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Cash Flows from Operating Activities:
Net loss	$ (507,117)	$ (160,858)
Adjustments to reconcile net loss to net cash used in operating activities:
Gain on investments held in Trust Account	(549,249)	(39,034)
Changes in operating assets and liabilities:
Prepaid expenses	(13,086)	(335,025)
Accounts payable	245,398	11,233
Accrued expenses	239,597
Accrued expenses - related party	(10,000)	15,000
Franchise tax payable	(150,000)	50,000
Income tax payable	(122,168)
Net cash used in operating activities	(866,625)	(458,684)
Cash Flows from Investing Activities:
Cash deposited into Trust Account	(653,647)	(87,543,750)
Cash withdrawn from Trust Account to pay franchise taxes	427,050
Cash withdrawn from the Trust Account to pay stockholders	32,707,627
Net cash provided by (used in) investing activities	32,481,030	(87,543,750)
Cash Flows from Financing Activities:
Proceeds from promissory note - related party	1,050,000	9,606
Repayment of promissory note - related party		(183,753)
Payment of cash to redeeming stockholders	(32,707,627)
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
Net cash (used in) provided by financing activities	(31,657,627)	88,450,691
Net Change in Cash	(43,222)	448,257
Cash - Beginning of period	98,254	9,650
Cash - End of period	55,032	457,907
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	$ 521,015

DESCRIPTION OF ORGANIZATION AND

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS	3 Months Ended
	Mar. 31, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS	NOTE 1. 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 March 31, 2023, the Company had not commenced any operations. All activity for the period from February 23, 2021 (inception) through March 31, 2023 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 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. GENESIS UNICORN CAPITAL CORP. NOTES TO UNAUDITED FINANCIAL STATEMENTS MARCH 31, 2023 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. 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 UNAUDITED FINANCIAL STATEMENTS MARCH 31, 2023 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 UNAUDITED FINANCIAL STATEMENTS MARCH 31, 2023 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”) with certain existing stockholders of the Company with respect to certain shares and private units (and the private shares, private warrants and shares underlying the private warrants included therein) they own at the closing of the Business Combination. The Registration Rights Agreement provides certain demand registration rights and piggyback registration rights to the securityholders, subject to underwriter cutbacks. The Purchaser will agree to pay certain fees and expenses relating to registrations under the Registration Rights Agreement. 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 GENESIS UNICORN CAPITAL CORP. NOTES TO UNAUDITED FINANCIAL STATEMENTS MARCH 31, 2023 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 $ 0.06 653,648 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 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. GENESIS UNICORN CAPITAL CORP. NOTES TO UNAUDITED FINANCIAL STATEMENTS MARCH 31, 2023 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	3 Months Ended
	Mar. 31, 2023
Accounting Policies [Abstract]
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited financial statements of the Company are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a comprehensive presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited 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 financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K/A as filed with the SEC on April 24, 2023. The interim results for the periods presented are not necessarily indicative of the results to be expected for the year ending December 31, 2023 or for any future interim 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, 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. 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. GENESIS UNICORN CAPITAL CORP. NOTES TO UNAUDITED FINANCIAL STATEMENTS MARCH 31, 2023 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 March 31, 2023 and December 31, 2022. The Company had operating cash (i.e. cash held outside the Trust Account) of $ 55,032 98,254 Investments Held in Trust Account As of March 31, 2023 and December 31, 2022, 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 $ 56,893,013 88,824,794 32,707,627 653,648 Class A Common Stock Subject to Possible Redemption As discussed in Note 3, all of the 8,625,000 5,000,001 3,177,941 32,707,627 5,447,059 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 at the end of each reporting period. Such changes are reflected in additional paid-in capital, or in the absence of additional capital, in accumulated deficit. The redemption value of the redeemable common stock as of March 31, 2023 increased as the income earned on the Trust Account exceeds the Company’s expected tax obligations plus up to $ 100,000 521,015 GENESIS UNICORN CAPITAL CORP. NOTES TO UNAUDITED FINANCIAL STATEMENTS MARCH 31, 2023 As of March 31, 2023, the Class A Common Stock reflected on the 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 Plus: Redemption of Class A common stock subject to redemption (32,707,627 ) Remeasurement of carrying value to redemption value 521,015 Class A common stock subject to possible redemption at March 31, 2023 $ 56,111,182 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 no 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 UNAUDITED FINANCIAL STATEMENTS MARCH 31, 2023 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 Three Months Ended March 31, 2023 Three Months Ended March 31, 2022 Class A Class B Class A Class B Basic and diluted net loss per share: Numerator: Net loss $ (393,365 ) $ (113,752 ) (107,350 ) (53,508 ) Denominator: Basic and diluted weighted average shares outstanding 7,456,486 2,156,250 4,025,000 2,006,250 Basic and diluted net loss per share $ (0.05 ) $ (0.05 ) $ (0.03 ) $ (0.03 ) 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. 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. GENESIS UNICORN CAPITAL CORP. NOTES TO UNAUDITED FINANCIAL STATEMENTS MARCH 31, 2023

INITIAL PUBLIC OFFERING

INITIAL PUBLIC OFFERING	3 Months Ended
	Mar. 31, 2023
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 11.50

PRIVATE PLACEMENT

PRIVATE PLACEMENT	3 Months Ended
	Mar. 31, 2023
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

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS	3 Months Ended
	Mar. 31, 2023
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 UNAUDITED FINANCIAL STATEMENTS MARCH 31, 2023 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 9,606 183,753 February 25, 2022 On October 12, 2022, the Company issued a second unsecured promissory note (the “Second Promissory Note”) to the Sponsor, pursuant to which the Company may borrow up to an aggregate principal amount of $ 500,000 250,000 On March 1, 2023, the Company restated and amended the Second Promissory Note, pursuant to which the Sponsor shall loan to the Company up to $ 2,000,000 500,000 During the three month period ended March 31, 2023, the Company drew down an additional aggregate amount of $ 1,050,000 653,648 1,300,000 250,000 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 30,000 15,000 0 10,000 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 UNAUDITED FINANCIAL STATEMENTS MARCH 31, 2023 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	3 Months Ended
	Mar. 31, 2023
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. 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 GENESIS UNICORN CAPITAL CORP. NOTES TO UNAUDITED FINANCIAL STATEMENTS MARCH 31, 2023

STOCKHOLDERS_ EQUITY (DEFICIT)

STOCKHOLDERS’ EQUITY (DEFICIT)	3 Months Ended
	Mar. 31, 2023
Equity [Abstract]
STOCKHOLDERS’ EQUITY (DEFICIT)	NOTE 7. STOCKHOLDERS’ EQUITY (DEFICIT) Preferred stock 1,250,000 0.0001 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 5,447,059 420,456 8,625,000 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 Warrants — 8,625,000 377,331 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 UNAUDITED FINANCIAL STATEMENTS MARCH 31, 2023 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	3 Months Ended
	Mar. 31, 2023
Fair Value Disclosures [Abstract]
FAIR VALUE MEASUREMENTS	NOTE 8. FAIR VALUE MEASUREMENTS The following table presents information about the Company’s financial assets that are measured at fair value on a recurring basis as of March 31, 2023 and 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 March 31, 2023 Assets Investments held in Trust Account: U.S. Treasury Securities $ 56,893,013 $ 56,893,013 $ — $ — December 31, 2022 Assets Investments held in Trust Account: U.S. Treasury Securities $ 88,824,794 $ 88,824,794 $ — $ —

INCOME TAXES

INCOME TAXES	3 Months Ended
	Mar. 31, 2023
Income Tax Disclosure [Abstract]
INCOME TAXES	NOTE 9. INCOME TAXES The Company’s effective tax rate for the for the three months ended March 31, 2023 and 2022, was ( 26 0 21

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	3 Months Ended
	Mar. 31, 2023
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	NOTE 10. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Based upon this review, besides what is mentioned below, the Company did not identify any subsequent events that required adjustment or disclosure in the financial statements. During April 2023, the Company drew down an additional amount under the Second Promissory Note in the aggregate amount of $ 500,000

SUMMARY OF SIGNIFICANT ACCOUN_2

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	3 Months Ended
	Mar. 31, 2023
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying unaudited financial statements of the Company are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a comprehensive presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited 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 financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K/A as filed with the SEC on April 24, 2023. The interim results for the periods presented are not necessarily indicative of the results to be expected for the year ending December 31, 2023 or for any future interim 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, 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.
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. GENESIS UNICORN CAPITAL CORP. NOTES TO UNAUDITED FINANCIAL STATEMENTS MARCH 31, 2023 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 March 31, 2023 and December 31, 2022. The Company had operating cash (i.e. cash held outside the Trust Account) of $ 55,032 98,254
Investments Held in Trust Account	Investments Held in Trust Account As of March 31, 2023 and December 31, 2022, 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 $ 56,893,013 88,824,794 32,707,627 653,648
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 3,177,941 32,707,627 5,447,059 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 at the end of each reporting period. Such changes are reflected in additional paid-in capital, or in the absence of additional capital, in accumulated deficit. The redemption value of the redeemable common stock as of March 31, 2023 increased as the income earned on the Trust Account exceeds the Company’s expected tax obligations plus up to $ 100,000 521,015 GENESIS UNICORN CAPITAL CORP. NOTES TO UNAUDITED FINANCIAL STATEMENTS MARCH 31, 2023 As of March 31, 2023, the Class A Common Stock reflected on the 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 Plus: Redemption of Class A common stock subject to redemption (32,707,627 ) Remeasurement of carrying value to redemption value 521,015 Class A common stock subject to possible redemption at March 31, 2023 $ 56,111,182
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 no 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 UNAUDITED FINANCIAL STATEMENTS MARCH 31, 2023 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 Three Months Ended March 31, 2023 Three Months Ended March 31, 2022 Class A Class B Class A Class B Basic and diluted net loss per share: Numerator: Net loss $ (393,365 ) $ (113,752 ) (107,350 ) (53,508 ) Denominator: Basic and diluted weighted average shares outstanding 7,456,486 2,156,250 4,025,000 2,006,250 Basic and diluted net loss per share $ (0.05 ) $ (0.05 ) $ (0.03 ) $ (0.03 )
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. 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)	3 Months Ended
	Mar. 31, 2023
Accounting Policies [Abstract]
SCHEDULE OF CONSOLIDATED BALANCE SHEETS	As of March 31, 2023, the Class A Common Stock reflected on the 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 Plus: Redemption of Class A common stock subject to redemption (32,707,627 ) Remeasurement of carrying value to redemption value 521,015 Class A common stock subject to possible redemption at March 31, 2023 $ 56,111,182
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 Three Months Ended March 31, 2023 Three Months Ended March 31, 2022 Class A Class B Class A Class B Basic and diluted net loss per share: Numerator: Net loss $ (393,365 ) $ (113,752 ) (107,350 ) (53,508 ) Denominator: Basic and diluted weighted average shares outstanding 7,456,486 2,156,250 4,025,000 2,006,250 Basic and diluted net loss per share $ (0.05 ) $ (0.05 ) $ (0.03 ) $ (0.03 )

FAIR VALUE MEASUREMENTS (Tables

FAIR VALUE MEASUREMENTS (Tables)	3 Months Ended
	Mar. 31, 2023
Fair Value Disclosures [Abstract]
SCHEDULE OF FAIR VALUE MEASUREMENT	The following table presents information about the Company’s financial assets that are measured at fair value on a recurring basis as of March 31, 2023 and 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 March 31, 2023 Assets Investments held in Trust Account: U.S. Treasury Securities $ 56,893,013 $ 56,893,013 $ — $ — 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 ($)			3 Months Ended		10 Months Ended
	Feb. 14, 2023	Feb. 17, 2022	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2021	Feb. 17, 2024	May 17, 2023	Feb. 17, 2023	Dec. 31, 2022
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Proceeds from issuance initial public offering				$ 84,851,528
Sale of stock price per share			$ 10
Proceeds from issuance of private placement				$ 3,773,310
Net of tangible assets			$ 5,000,001
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
Total payment			$ 653,648
Common stock shares redemption	$ 3,177,941
Common stock shares outstanding	8,023,765
Common stock subject to redemption shares			5,447,059
Common Class A [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Common stock shares outstanding	5,867,515		420,456						420,456
Common stock subject to redemption shares	5,447,059
Common Class B [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Shares new issues	2,156,250
Common stock shares outstanding			2,156,250						2,156,250
Charter and Trust Agreement [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Deposits								$ 1,725,000
Subsequent Event [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Share price						$ 0.06
Subsequent Event [Member] | Charter and Trust Agreement [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Deposits							$ 1,725,000
Minimum [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Net of tangible assets			$ 5,000,001
IPO [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Shares new issues		8,625,000
Share price		$ 10	$ 10					$ 0.20
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
IPO [Member] | Subsequent Event [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Share price							$ 0.20
Over-Allotment Option [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Shares new issues		1,125,000
Share price			$ 10
Private Placement [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Shares new issues		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) - USD ($)		3 Months Ended	12 Months Ended
	Feb. 14, 2023	Mar. 31, 2023	Dec. 31, 2022
Accounting Policies [Abstract]
Class A common stock subject to possible redemption beginning balance		$ 88,297,794
Gross proceeds from Initial Public Offering			87,543,750
Remeasurement of carrying value to redemption value		521,015	754,044
Redemption of Class A common stock subject to redemption	$ (32,707,627)	(32,707,627)
Class A common stock subject to possible redemption, ending balance		$ 56,111,182	$ 88,297,794

SCHEDULE OF EARNINGS PER SHARE

SCHEDULE OF EARNINGS PER SHARE BASIC AND DILUTED (Details) - USD ($)	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Basic and diluted net loss per share:
Net loss	$ (507,117)	$ (160,858)
Common Class A [Member]
Basic and diluted net loss per share:
Net loss	$ (393,365)	$ (107,350)
Basic and diluted weighted average shares outstanding	7,456,486	4,025,000
Basic and diluted net loss per share	$ (0.05)	$ (0.03)
Common Class B [Member]
Basic and diluted net loss per share:
Net loss	$ (113,752)	$ (53,508)
Basic and diluted weighted average shares outstanding	2,156,250	2,006,250
Basic and diluted net loss per share	$ (0.05)	$ (0.03)

SUMMARY OF SIGNIFICANT ACCOUN_4

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($)			3 Months Ended
	Feb. 14, 2023	Feb. 17, 2022	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022
Subsidiary, Sale of Stock [Line Items]
Cash			$ 55,032		$ 98,254
Investment held in trust account			56,893,013		88,824,794
Payment of cash to redeeming stockholders	$ 32,707,627		32,707,627
Total payment			$ 653,648
Sale of stock			8,625,000
Net tangible assets			$ 5,000,001
Common stock shares redemption	$ 3,177,941
Common stock subject to redemption shares			5,447,059
Dissolution expenses			$ 100,000
Remeasurement of Class A common stock subject to redemption amount			521,015
Unrecognized tax benefits			0		0
Accrued for interest and penalties			0		$ 0
Federal deposit insurance corporation premium expense			$ 250,000
Private Placement [Member]
Subsidiary, Sale of Stock [Line Items]
Sale of stock		377,331
Warrants to purchase			9,002,331

INITIAL PUBLIC OFFERING (Detail

INITIAL PUBLIC OFFERING (Details Narrative) - USD ($)		3 Months Ended
	Feb. 17, 2022	Mar. 31, 2023	Mar. 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 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 ($)		3 Months Ended
	Feb. 17, 2022	Mar. 31, 2023
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

3 Months Ended

12 Months Ended

Feb. 14, 2023

Feb. 17, 2022

Nov. 19, 2021

Oct. 27, 2021

Mar. 15, 2021

Feb. 28, 2022

Mar. 31, 2023

Mar. 31, 2022

Dec. 31, 2022

Feb. 17, 2023

Oct. 12, 2022

Dec. 31, 2021

Feb. 23, 2021

Related Party Transaction [Line Items]

Stock issued during period value

$ 84,678,809

Repayment of promissory note related party

183,753

Total payment

653,648

Accrued expense related party

$ 10,000

Administrative Support Agreement [Member]

Related Party Transaction [Line Items]

Admistration support expense

30,000

$ 15,000

Administrative Support Agreement [Member] | Related Party [Member]

Related Party Transaction [Line Items]

Sponsor for services

10,000

Promissory Note [Member]

Related Party Transaction [Line Items]

Aggregate amouont

$ 300,000

Short-term debt

$ 174,147

Aditional,Short-term debt

9,606

Second Promissory Note [Member]

Related Party Transaction [Line Items]

Aggregate amouont

1,050,000

Short-term debt

1,300,000

250,000

$ 500,000

Total payment

$ 653,648

IPO [Member]

Related Party Transaction [Line Items]

Sale of Units in Initial Public Offering, net of offering costs, shares

8,625,000

Share price

$ 10

$ 10

$ 0.20

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]

Sale of Units in Initial Public Offering, net of offering costs, shares

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 Operating Officer [Member]

Related Party Transaction [Line Items]

Sale of Units in Initial Public Offering, net of offering costs, shares

30,000

20,000

Scientific Advisor [Member]

Related Party Transaction [Line Items]

Sale of Units in Initial Public Offering, net of offering costs, shares

5,500

2,500

Chief Executive Officer [Member]

Related Party Transaction [Line Items]

Sale of Units in Initial Public Offering, net of offering costs, shares

10,000

Chief Scientific Officer [Member]

Related Party Transaction [Line Items]

Sale of Units in Initial Public Offering, net of offering costs, shares

17,500

Two Independent Directors [Member]

Related Party Transaction [Line Items]

Sale of Units in Initial Public Offering, net of offering costs, shares

30,000

Two Independent Directors [Member]

Related Party Transaction [Line Items]

Sale of Units in Initial Public Offering, net of offering costs, shares

25,000

Strategic And Scientific Advisor [Member]

Related Party Transaction [Line Items]

Sale of Units in Initial Public Offering, net of offering costs, shares

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]

Sale of Units in Initial Public Offering, net of offering costs, shares

2,156,250

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]

Sale of Units in Initial Public Offering, net of offering costs, shares

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]

Aggregate amouont

$ 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]

Sale of Units in Initial Public Offering, net of offering costs, shares

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 ($)		3 Months Ended
	Feb. 17, 2022	Mar. 31, 2023	Mar. 31, 2022	Feb. 17, 2023	Dec. 31, 2022
Subsidiary, Sale of Stock [Line Items]
Stock issued during period value			$ 84,678,809
Deferred underwriting fee payable		$ 2,803,125			$ 2,803,125
Over-Allotment Option [Member]
Subsidiary, Sale of Stock [Line Items]
Sale of Units in Initial Public Offering, net of offering costs, shares	1,125,000
Offering price		$ 10
Over-Allotment Option [Member] | Underwriting Agreement [Member]
Subsidiary, Sale of Stock [Line Items]
Sale of Units in Initial Public Offering, net of offering costs, shares		1,125,000
Offering price		$ 10
Stock issued during period value		$ 11,250,000
IPO [Member]
Subsidiary, Sale of Stock [Line Items]
Sale of Units in Initial Public Offering, net of offering costs, shares	8,625,000
Offering price	$ 10	$ 10		$ 0.20
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 ($)					3 Months Ended
	Feb. 14, 2023	Feb. 17, 2022	Nov. 19, 2021	Mar. 15, 2021	Mar. 31, 2023	Mar. 31, 2022	Feb. 17, 2023	Dec. 31, 2022
Class of Stock [Line Items]
Preferred stock, shares authorized					1,250,000			1,250,000
Preferred stock, par value					$ 0.0001			$ 0.0001
Common stock, shares outstanding	8,023,765
Sale of units in initial public offering, net of offering costs						$ 84,678,809
Warrant [Member]
Class of Stock [Line Items]
Warrant exercise price per share					0.01
IPO [Member]
Class of Stock [Line Items]
Sale of Units in Initial Public Offering, net of offering costs, shares		8,625,000
Shares issued price per share		$ 10			$ 10		$ 0.20
Warrants outstanding					8,625,000
Private Placement [Member]
Class of Stock [Line Items]
Sale of Units in Initial Public Offering, net of offering costs, shares		377,331
Shares issued price per share		$ 10.15
Warrants outstanding								377,331
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			420,456
Common stock, shares outstanding	5,867,515				420,456			420,456
Common stock, possible redemption					5,447,059			8,625,000
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
Common stock, shares outstanding					2,156,250			2,156,250
Sale of Units in Initial Public Offering, net of offering costs, shares	2,156,250
Common Class B [Member] | Sponsor [Member]
Class of Stock [Line Items]
Sale of Units in Initial Public Offering, net of offering costs, shares				2,875,000
Sale of units in initial public offering, net of offering costs				$ 25,000
Shares issued price per share				$ 0.012

SCHEDULE OF FAIR VALUE MEASUREM

SCHEDULE OF FAIR VALUE MEASUREMENT (Details) - USD ($)	Mar. 31, 2023	Dec. 31, 2022
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
U.S. Treasury Securities	$ 56,893,013	$ 88,824,794
Fair Value, Inputs, Level 1 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
U.S. Treasury Securities	56,893,013	88,824,794
Fair Value, Inputs, Level 2 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
U.S. Treasury Securities
Fair Value, Inputs, Level 3 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
U.S. Treasury Securities

INCOME TAXES (Details Narrative

INCOME TAXES (Details Narrative)	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Income Tax Disclosure [Abstract]
Effective tax rate	26%	0%
Statutory income tax rate	21%

SUBSEQUENT EVENTS (Details Narr

SUBSEQUENT EVENTS (Details Narrative) - Promissory Note [Member] - USD ($)	Apr. 30, 2023	Feb. 23, 2021
Subsequent Event [Line Items]
Debt instrument, face amount		$ 300,000
Subsequent Event [Member]
Subsequent Event [Line Items]
Debt instrument, face amount	$ 500,000