Mountain Crest Acquisition Corp IV (MCAF) 10-Q 21 Aug 23 2023 Q2 Quarterly report Financial data

Cover

Cover - shares	6 Months Ended
	Jun. 30, 2023	Aug. 21, 2023
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Jun. 30, 2023
Document Fiscal Period Focus	Q2
Document Fiscal Year Focus	2023
Current Fiscal Year End Date	--12-31
Entity File Number	001-40562
Entity Registrant Name	MOUNTAIN CREST ACQUISITION CORP. IV
Entity Central Index Key	0001853774
Entity Tax Identification Number	86-2435859
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	311 West 43rd Street
Entity Address, Address Line Two	12th Floor
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10036
City Area Code	(646)
Local Phone Number	493-6558
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 Common Stock, Shares Outstanding		3,314,491
Common Stock [Member]
Title of 12(b) Security	Common Stock
Trading Symbol	MCAF
Security Exchange Name	NASDAQ
Rights [Member]
Title of 12(b) Security	Rights
Trading Symbol	MCAFR
Security Exchange Name	NASDAQ
Units
Title of 12(b) Security	Units
Trading Symbol	MCAFU
Security Exchange Name	NASDAQ

CONDENSED BALANCE SHEETS (Unaud

CONDENSED BALANCE SHEETS (Unaudited) - USD ($)	Jun. 30, 2023	Dec. 31, 2022
Current Assets
Cash	$ 314,071	$ 195,100
Prepaid expenses	35,833	5,833
Cash and marketable securities held in the Trust Account	16,180,210	34,084,917
TOTAL CURRENT ASSETS	16,530,114	34,285,850
Current Liabilities
Accounts payable and accrued expenses	436,063	287,067
Income taxes payable	294,877	136,619
Excise taxes payable	190,930
Promissory note	59,710
Convertible note	1,331,000	581,000
Convertible note – related party	100,000	100,000
Interest payable	1,191
Deferred underwriting fee payable	2,012,500	2,012,500
Total Current Liabilities	4,426,271	3,117,186
Redeemable Common Stock
Common stock subject to possible redemption, 1,506,991 and 3,317,480 shares at $10.72 and $10.27 per share as of June 30, 2023 and December 31, 2022, respectively	16,150,622	34,066,622
Stockholders’ Deficit
Common stock, $0.0001 par value; 30,000,000 shares authorized; 1,807,500 shares issued and outstanding (excluding 1,506,991 and 3,317,480 shares subject to possible redemption as of June 30, 2023 and December 31, 2022, respectively)	181	181
Additional paid-in capital
Accumulated deficit	(4,046,960)	(2,898,139)
Total Stockholders’ Deficit	(4,046,779)	(2,897,958)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$ 16,530,114	$ 34,285,850

CONDENSED BALANCE SHEETS (Una_2

CONDENSED BALANCE SHEETS (Unaudited) (Parenthetical) - $ / shares	Jun. 30, 2023	Dec. 31, 2022
Statement of Financial Position [Abstract]
Common stock subject to possible redemption	1,506,991	3,317,480
Common stock subject to possible redemption, Per Share	$ 10.72	$ 10.27
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	30,000,000	30,000,000
Common stock, shares issued	1,807,500	1,807,500
Common stock, shares outstanding	1,807,500	1,807,500

CONDENSED STATEMENTS OF OPERATI

CONDENSED STATEMENTS OF OPERATIONS (Unaudited) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Income Statement [Abstract]
Operating and formation costs	$ 219,246	$ 241,973	$ 404,068	$ 368,591
Loss from operations	(219,246)	(241,973)	(404,068)	(368,591)
Other income:
Interest earned on marketable securities held in Trust Account	403,320	77,644	777,172	83,434
Interest expense	(1,191)		(1,191)
Total other income	402,129	77,644	775,981	83,434
Income (Loss) before provision for income taxes	182,883	(164,329)	371,913	(285,157)
Provision for income taxes	(78,564)	(1,581)	(152,768)	(1,581)
Net income (loss)	$ 104,319	$ (165,910)	$ 219,145	$ (286,738)
Weighted average shares outstanding, common stock subject to possible redemption	3,138,421	5,750,000	3,227,456	5,750,000
Basic and diluted net income (loss) per share, common stock subject to redemption	$ 0.09	$ (0.02)	$ 0.17	$ (0.04)
Weighted average shares outstanding, common stock, non-redeemable	1,807,500	1,807,500	1,807,500	1,807,500
Basic and diluted net income (loss) per share, common stock, non-redeemable	$ (0.09)	$ (0.02)	$ (0.19)	$ (0.04)

CONDENSED STATEMENTS OF CHANGES

CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT (Unaudited) - USD ($)	Common Stock [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	Total
Balance – March 31, 2022 at Dec. 31, 2021	$ 181		$ (1,695,036)	$ (1,694,855)
Beginning balance, shares at Dec. 31, 2021	1,807,500
Net loss			(120,828)	(120,828)
Balance – June 30, 2022 at Mar. 31, 2022	$ 181		(1,815,864)	(1,815,683)
Ending balance, shares at Mar. 31, 2022	1,807,500
Net loss			(165,910)	(165,910)
Balance – June 30, 2022 at Jun. 30, 2022	$ 181		(1,981,774)	(1,981,593)
Ending balance, shares at Jun. 30, 2022	1,807,500
Balance – March 31, 2022 at Dec. 31, 2022	$ 181		(2,898,139)	(2,897,958)
Beginning balance, shares at Dec. 31, 2022	1,807,500
Accretion of common shares to redemption amount			(623,084)	(623,084)
Net loss			114,826	114,826
Balance – June 30, 2022 at Mar. 31, 2023	$ 181		(3,406,397)	(3,406,216)
Ending balance, shares at Mar. 31, 2023	1,807,500
Accretion of common shares to redemption amount			(553,952)	(553,952)
Excise tax payable attributable to redemption of common stock			(190,930)	(190,930)
Net loss			104,319	104,319
Balance – June 30, 2022 at Jun. 30, 2023	$ 181		$ (4,046,960)	$ (4,046,779)
Ending balance, shares at Jun. 30, 2023	1,807,500

CONDENSED STATEMENTS OF CASH FL

CONDENSED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($)	6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022
Cash Flows from Operating Activities:
Net income (loss)	$ 219,145	$ (286,738)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Interest earned on marketable securities held in Trust Account	(777,172)	(83,434)
Interest expense	1,191
Changes in operating assets and liabilities:
Prepaid expenses	(30,000)	(992)
Accounts payable and accrued expenses	208,706	75,772
Income taxes payable	158,258	1,581
Net cash used in operating activities	(219,872)	(293,811)
Cash Flows from Investing Activities:
Investment of cash into Trust Account	(593,936)
Cash withdrawn from Trust Account to pay franchise and income taxes	182,779	2,163
Cash withdrawn from Trust Account in connection with redemption	19,093,036
Net cash provided by investing activities	18,681,879	2,163
Cash Flows from Financing Activities:
Proceeds from convertible promissory note	750,000
Redemption of common stock	(19,093,036)
Net cash used in financing activities	(18,343,036)
Net Change in Cash	118,971	(291,648)
Cash – beginning of period	195,100	370,278
Cash – end of period	314,071	78,630
Non-Cash investing and financing activities:
Excise tax payable attributable to redemption of common stock	190,930
Conversion of accounts payable to promissory notes	59,710
Accretion to Class A common stock subject to possible redemption	$ 1,177,036

DESCRIPTION OF ORGANIZATION AND

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS	6 Months Ended
	Jun. 30, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS	NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Mountain Crest Acquisition Corp. IV (the “Company”) was incorporated in Delaware on March 2, 2021. The Company was formed for the purpose of entering into a merger, share exchange, asset acquisition, stock purchase, reorganization or other similar business transaction with one or more businesses that the Company has not yet identified (a “Business Combination”). The Company is not limited to a particular industry or geographic region for purposes of consummating a Business Combination. 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. As of June 30, 2023, the Company had not commenced any operations. All activity through June 30, 2023 relates to the Company’s formation, the initial public offering (“Initial Public Offering”), which is described below, and subsequent to the Initial Public Offering, identifying a target company for a Business Combination, in particular the activities in connection with the proposed business combination transaction with CH Auto Technology Corporation, Ltd., a Cayman Islands exempted company, as described in Note 6, below. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering. The registration statement for the Company’s Initial Public Offering was declared effective on June 29, 2021. On July 2, 2021, the Company consummated the Initial Public Offering of 5,000,000 10.00 50,000,000 Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 195,000 10.00 1,950,000 Following the closing of the Initial Public Offering on July 2, 2021, an amount of $ 50,000,000 10.00 On July 6, 2021, the underwriters fully exercised their over- allotment option, resulting in an additional 750,000 7,500,000 15,000 10.00 150,000 7,500,000 57,500,000 Transaction costs amounted to $ 4,773,824 1,150,000 2,012,500 1,611,324 1,244,400 The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Units, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. The Company’s initial Business Combination must be with one or more target businesses that together have a fair market value equal to at least 80 50 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. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The stockholders will be entitled to redeem their shares for a pro rata portion of the amount then on deposit in the Trust Account (initially $10.00 per share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). The per-share amount to be distributed to stockholders who redeem their shares will not be reduced by the deferred underwriting commission the Company will pay to the underwriters (as discussed in Note 6). Pursuant to its Amended and Restated Certificate of Incorporation, the Company will proceed with a Business Combination provided the Company has net tangible assets of at least $ 5,000,001 Notwithstanding the above, if the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, 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 redeeming its shares with respect to more than an aggregate of 20 The Sponsor has agreed to (i) waive its redemption rights with respect to Founder Shares, Private Shares and any Public Shares it may acquire during or after the Initial Public Offering in connection with the consummation of a Business Combination and (ii) not to propose an amendment to the Company’s Amended and Restated Certificate of Incorporation that would affect the substance or timing of the Company’s obligation to redeem 100 The Company initially had until July 2, 2022 to consummate a Business Combination, however, based upon the execution of the Merger Agreement on April 30, 2022, the period of time for the Company to complete a business combination under its certificate of incorporation was extended for a period of 6 months from July 2, 2022 to January 2, 2023 (Note 6). Subsequently, as approved by its stockholders at the special meeting of Stockholders held on December 15, 2022 (the “Special Meeting”), the Company entered into an amendment to the Investment Management Trust Agreement, dated as of June 29, 2021, with Continental Stock Transfer & Trust Company, on December 15, 2022 (the “Trust Amendment”). Pursuant to the Trust Amendment, the Company has the right to extend the time for the Company to complete its initial business combination (the “Business Combination Period”) under the Trust Agreement for a period of 3 months from January 2, 2023 to April 2, 2023, plus an option for the Company to further extend such date to July 2, 2023 and to be further extended to the extent the Company’s Amended and Restated Certificate of Incorporation is amended to extend the Business Combination Period. The Company extended the time it has to complete its initial business combination from January 2, 2023, to April 2, 2023 by depositing $ 581,000 343,936 In connection with the stockholders’ vote at the Special Meeting of Stockholders held by the Company on December 15, 2022, 2,432,520 On June 22, 2023, the Company held the Special Meeting of Stockholders. The Company filed an amendment to its Amended and Restated Certificate of Incorporation with the Delaware Secretary of State on June 22, 2023 (the “Extension Amendment”), giving the Company the right to extend the time for the Company to complete its business combination (the “Business Combination Period”) from July 2, 2023 to January 2, 2024. In connection with the stockholders’ vote at the Special Meeting of Stockholders held by the Company on June 22, 2023, 1,810,489 19,093,036 On June 27, 2023, the Company transferred $ 250,000 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 not more than ten business days thereafter, redeem the 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 on the funds held in the Trust Account and not previously released to the Company to pay taxes, 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 liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in the case of clauses (ii) and (iii) to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. The Sponsor has agreed to waive its liquidation rights with respect to the Private Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Sponsor or any of its respective affiliates acquire Public Shares after the Initial Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering price per Unit ($10.00). In order to protect the amounts held in the Trust Account, the Sponsor has agreed to 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 the lesser of (i) $10.00 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per Public Share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party who executed a waiver of any and all rights to the monies held in the Trust Account nor will it apply to any claims under the Company’s indemnity of the underwriters of Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations, and/or search for a target company, the specific impact is not readily determinable as of the date of these condensed financial statements. The condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty. In February 2022, the Russian Federation and Belarus commenced a military action with the country of Ukraine. As a result of this action, various nations, including the United States, have instituted economic sanctions against the Russian Federation and Belarus. Further, the impact of this action and related sanctions on the world economy are not determinable as of the date of these condensed consolidated financial statements. The specific impact on the Company’s financial condition, results of operations, and cash flows is also not determinable as of the date of these condensed consolidated financial statements. On August 16, 2022, the Inflation Reduction Act of 2022 (the “IR Act”) was signed into federal law. The IR Act provides for, among other things, a new U.S. federal 1% excise tax on certain repurchases of stock by publicly traded U.S. domestic corporations and certain U.S. domestic subsidiaries of publicly traded foreign corporations occurring on or after January 1, 2023. The excise tax is imposed on the repurchasing corporation itself, not its shareholders from which shares are repurchased. The amount of the excise tax is generally 1% of the fair market value of the shares repurchased at the time of the repurchase. However, for purposes of calculating the excise tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year. In addition, certain exceptions apply to the excise tax. The U.S. Department of the Treasury (the “Treasury”) has been given authority to provide regulations and other guidance to carry out and prevent the abuse or avoidance of the excise tax. Any redemption or other repurchase that occurs after December 31, 2022, in connection with a Business Combination, extension vote or otherwise, may be subject to the excise tax. Whether and to what extent the Company would be subject to the excise tax in connection with a Business Combination, extension vote or otherwise would depend on a number of factors, including (i) the fair market value of the redemptions and repurchases in connection with the Business Combination, extension or otherwise, (ii) the structure of a Business Combination, (iii) the nature and amount of any “PIPE” or other equity issuances in connection with a Business Combination (or otherwise issued not in connection with a Business Combination but issued within the same taxable year of a Business Combination) and (iv) the content of regulations and other guidance from the Treasury. In addition, because the excise tax would be payable by the Company and not by the redeeming holder, the mechanics of any required payment of the excise tax have not been determined. The foregoing could cause a reduction in the cash available on hand to complete a Business Combination and in the Company’s ability to complete a Business Combination. On June 22, 2023, the Company’s stockholders elected to redeem 1,810,489 19,093,036 190,930 Liquidity and Capital Resources As of June 30, 2023, the Company had $ 314,071 In order to finance transaction costs in connection with a business combination, the Sponsor or an affiliate of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to, provide the Company working capital loans, as defined below (see Note 5). On August 26, 2022, the Company issued the Convertible Promissory Note to the Sponsor, pursuant to which the Company may borrow up to an aggregate amount of $ 100,000 100,000 On October 24, 2022, the Company issued an unsecured promissory note in the aggregate principal amount up to $ 100,000 100,000 10.00 On December 21, 2022, the Company issued an unsecured promissory note in the aggregate principal amount up to $ 581,000 10.00 581,000 On March 29, 2023, the Company issued an unsecured promissory note in the aggregate principal amount of $ 350,000 350,000 10.00 350,000 0 On March 31, 2023, the Company and UHY Advisors/UHY LLP, the Company’s independent registered public accounting firm, entered into an unsecured promissory note for services rendered and unpaid in the principal sum of fifty-nine thousand seven hundred ten and 08/100 dollars ($59,710.08), plus interest applied monthly on any un-paid balance at the rate of eight (8%) percent per year until such sum is fully paid. On August 21, 2023, the Company and UHY Advisors/UHY LLP extended the due date of promissory note to October 31, 2023. If $59,710.08 is paid in full on this promissory note no later than October 31, 2023, all accrued finance charges on this promissory note will be forgiven (Note 9). The promissory note is payable by the Company in advance without penalty. As of June 30, 2023 and December 31, 2022, there were $ 59,710 and $ 0 outstanding under this note, respectively. $ 1,191 of interest was accrued through June 30, 2023 which is presented as interest payable in the accompanying balance sheets. On June 7, 2023, the Company issued an unsecured promissory note in the aggregate principal amount of $ 400,000 400,000 10.00 400,000 0 Going Concern In connection with the Company’s assessment of going concern considerations in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined that if the Company is unable to complete a Business Combination by July 2, 2023, then the Company may cease all operations except for the purpose of liquidating. The liquidity condition, liquidation and subsequent dissolution raises substantial doubt about the Company’s ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after January 2, 2024.

SUMMARY OF SIGNIFICANT ACCOUNTI

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	6 Months Ended
	Jun. 30, 2023
Accounting Policies [Abstract]
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed financial statements should be read in conjunction to the Company’s Annual Report on Form 10-K for the period ended December 31, 2022, as filed with the SEC on April 3, 2023. The interim results for the three and six months ended June 30, 2023 are not necessarily indicative of the results to be expected for the year ending December 31, 2023 or for any future periods. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can 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 condensed financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of the condensed financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. 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 condensed 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 no Investments Held in Trust Account The Company’s portfolio of investments held in the Trust Account is comprised of investments in money market funds that invest in U.S. treasury securities and generally have a readily determinable fair value, or a combination thereof. Gains and losses resulting from the change in fair value of these securities are included in interest earned on marketable securities held in Trust Account in the accompanying statement of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. Common Stock Subject to Possible Redemption The Company accounts for its common stock subject to possible redemption in accordance with the guidance in FASB Accounting Standards Codification (“ASC”), Topic 480 “Distinguishing Liabilities from Equity.” Shares of Common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ deficit. The Company’s Common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. In connection with the stockholders’ vote at the Special Meeting of Stockholders held by the Company on December 15, 2022 and June 22, 2023, 2,432,520 1,810,489 Accordingly, at June 30, 2023 and December 31, 2022, 1,506,991 3,317,480 10.72 10.27 The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stocks to equal the redemption value at the end of each reporting period. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount value. The change in the carrying value of redeemable common stocks resulted in charges against additional paid-in capital and accumulated deficit. At June 30, 2023 and December 31, 2022, the common stock reflected in the condensed balance sheets are reconciled in the following table: Scheduled of common stock subject to possible redemption Gross proceeds $ 57,500,000 Less: Allocation of offering costs related to redeemable shares (4,368,049 ) Proceeds allocated to Public Rights (4,887,500 ) Redemptions of Common stock on December 15, 2022 (24,525,034 ) Plus: Accretion of carrying value to redemption value 10,347,205 Common stock subject to possible redemption, December 31, 2022 34,066,622 Plus: Accretion of carrying value to redemption value 623,084 Common stock subject to possible redemption, March 31, 2023 34,689,706 Less: Redemptions (19,093,036 ) Plus: Accretion of carrying value to redemption value 553,952 Common stock subject to possible redemption, June 30, 2023 $ 16,150,622 Offering Costs Offering costs consisted of legal, accounting and other expenses incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs were 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 the common stock issued were initially charged to temporary equity and then accreted to common stock subject to redemption upon the completion of the Initial Public Offering. Offering costs amounted to $ 4,773,824 1,150,000 2,012,500 1,611,324 4,368,049 405,775 Income Taxes The Company accounts for income taxes under ASC 740, “Income Taxes.” ASC 740, Income Taxes, requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the unaudited condensed financial statements and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. As of June 30, 2023 and December 31, 2022, the Company had a deferred tax asset of approximately $ 206,000 137,000 ASC 740 -270-25-2 requires that an annual effective tax rate be determined, and such annual effective rate applied to year to date income in interim periods under ASC 740-270-30-5. The Company’s effective tax rate was ( 42.96 0.96 41.08 0.55 21 ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position 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. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no no The Company has identified the United States as its only “major” tax jurisdiction. The Company is subject to income taxation by major taxing authorities since inception. These examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. Net Income (Loss) Per Common Share The Company complies with accounting and disclosure requirements of FASB ASC 260, Earnings Per Share. The statement of operations includes a presentation of income (loss) per redeemable public share and loss per non-redeemable share following the two-class method of income (loss) per share. In order to determine the net income (loss) attributable to both the public redeemable shares and non-redeemable shares, the Company first considered the total income (loss) allocable to both sets of shares. This is calculated using the total net income (loss) less any dividends paid. For purposes of calculating net income (loss) per share, any remeasurement of the accretion to redemption value of the redeemable shares subject to possible redemption was considered to be dividends paid to the public stockholders. Subsequent to calculating the total loss allocable to both sets of shares, the Company split the amount to be allocated using a ratio of 63 76 36 24 The earnings per share presented in the condensed statements of operations is based on the following: Scheduled of basic and diluted net loss per share For the Three Months Ended For the Six Months Ended 2023 2022 2023 2022 Redeemable Non- Redeemable Non- Redeemable Non- Redeemable Non- Basic and diluted net income (loss) per share: Numerator: Allocation of net loss including accretion of temporary equity $ (285,313 ) $ (164,320 ) $ (126,230 ) $ (39,680 ) $ (614,018 ) $ (343,873 ) $ (218,160 ) $ (68,578 ) Accretion of temporary equity to redemption value $ 553,952 - $ - - $ 1,177,036 $ - $ - $ - Allocation of net income (loss) $ 268,639 (164,320 ) $ (126,230 ) (39,680 ) $ 563,018 $ (343,873 ) $ (218,160 ) $ (68,578 ) Denominator: Weighted-average shares outstanding 3,138,421 1,807,500 5,750,000 1,807,500 3,227,456 1,807,500 5,750,000 1,807,500 Basic and diluted net income (loss) per share $ 0.09 $ (0.09 ) $ (0.02 ) $ (0.02 ) $ 0.17 $ (0.19 ) $ (0.04 ) $ (0.04 ) In connection with the underwriters’ full exercise of their over-allotment option on July 2, 2021, 187,500 As of June 30, 2023 and December 31, 2022, the Company did no Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $ 250,000 Fair value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 825, “Financial Instruments,” approximates the carrying amounts represented in the accompanying condensed balance sheets, primarily due to their short-term nature. Recent Accounting Standards In August 2020, the FASB issued ASU 2020-06, Debt -- Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective December 15, 2023 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company is currently assessing the impact, if any, that ASU 2020-06 would have on its financial position, results of operations or cash flows. Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s condensed financial statements.

INITIAL PUBLIC OFFERING

INITIAL PUBLIC OFFERING	6 Months Ended
	Jun. 30, 2023
Initial Public Offering
INITIAL PUBLIC OFFERING	NOTE 3. INITIAL PUBLIC OFFERING Pursuant to the Initial Public Offering, the Company sold 5,750,000 750,000 10.00 In connection with the stockholders’ vote at the Special Meeting of Stockholders held by the Company on December 15, 2022 and June 22, 2023, 2,432,520 1,810,489

PRIVATE PLACEMENT

PRIVATE PLACEMENT	6 Months Ended
	Jun. 30, 2023
Private Placement
PRIVATE PLACEMENT	NOTE 4. PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Sponsor and Network 1 Financial Securities, Inc. (and/or their designees) purchased an aggregate of 195,000 10.00 1,950,000 15,000 10.00 150,000

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS	6 Months Ended
	Jun. 30, 2023
Related Party Transactions [Abstract]
RELATED PARTY TRANSACTIONS	NOTE 5. RELATED PARTY TRANSACTIONS Founder Shares On March 2, 2021, the Company issued 1,437,500 25,000 1,437,500 187,500 20 The Sponsor has agreed not to transfer, assign or sell any of the Founder Shares (except to certain permitted transferees) until, with respect to 50% of the Founder Shares, the earlier of six months after the date of the consummation of a Business Combination and the date on which the closing price of the Company’s common stock equals or exceeds $ 12.50 50 Administrative Support Agreement The Company entered into an agreement, commencing on July 2, 2021 through the earlier of the Company’s consummation of a Business Combination and its liquidation, to pay the Sponsor a total of $ 10,000 30,000 60,000 30,000 60,000 Promissory Notes — Related Parties On March 3, 2021 the Company issued the Promissory Note to the Sponsor, pursuant to which the Company may borrow up to an aggregate amount of $ 500,000 Convertible Note — Related Party On August 26, 2022, the Company issued the Convertible Promissory Note to the Sponsor, pursuant to which the Company may borrow up to an aggregate amount of $ 100,000 10.00 100,000 On October 24, 2022, the Company issued an unsecured promissory note in the aggregate principal amount up to $ 100,000 100,000 10.00 Related Party Loans In order to finance transaction costs in connection with a Business Combination, the Sponsor, an affiliate of the Sponsor, or the Company’s officers and directors may, but are not obligated to, loan the Company funds from time to time or at any time, as may be required (“Working Capital Loans”). Each Working Capital Loan would be evidenced by a promissory note. The Working Capital Loans would either be paid upon consummation of a Business Combination, without interest, or, at the holder’s discretion, up to $ 1,500,000 10.00

COMMITMENTS

COMMITMENTS	6 Months Ended
	Jun. 30, 2023
Commitments and Contingencies Disclosure [Abstract]
COMMITMENTS	NOTE 6. COMMITMENTS Registration Rights The holders of the Founder Shares, the Private Units, and any shares that may be issued in payment of Working Capital Loans (and all underlying securities) will be entitled to registration rights pursuant to a registration rights agreement to be signed prior to or on the effective date of the Initial Public Offering requiring the Company to register such securities for resale. The holders of a majority of these securities are entitled to make up to two demands that the Company register such securities. The holders of the majority of the Founders Shares can elect to exercise these registration rights at any time commencing three months prior to the date on which these shares of common stock are to be released from escrow. The holders of a majority of the Private Units (and underlying securities) and securities issued in payment of Working Capital Loans can elect to exercise these registration rights at any time commencing on the date that the Company consummates a Business Combination. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the consummation of a Business Combination. Notwithstanding the foregoing, Network 1 Securities, Inc. may not exercise its demand and “piggyback” registration rights after five ( 5 7 Underwriting Agreement The underwriters are entitled to a deferred fee of $ 0.35 2,012,500 0.35 0.30 0.05 Contingent Fees In connection with the closing of the initial business combination, the Company has agreed to pay $ 50,000 The Merger Agreement On April 30, 2022, the Company entered into that certain Agreement and Plan of Merger (as may be amended, supplemented or otherwise modified from time to time, the “Merger Agreement”), by and among the Company, CH AUTO Inc., a Cayman Islands exempted company (“Pubco”), Ch-Auto Merger Sub Corp., a Delaware corporation and wholly owned subsidiary of Pubco (“Merger Sub”) and CH-Auto Technology Corporation Ltd., a company organized under the laws of the People’s Republic of China (the “CH Auto”), pursuant to which, among other things, the Company, Pubco, Merger Sub and CH Auto intend to effect a merger of Merger Sub with and into the Company whereby the Company will be the surviving corporation (the “Surviving Corporation”) and a wholly owned subsidiary of Pubco (the “Merger”) in accordance with the Merger Agreement and the General Corporation Law of the State of Delaware (the “DGCL”). In connection with the Merger, the name of the Surviving Corporation shall be changed to CH Autotech USA, Inc. Following the Merger, Pubco expects its ordinary shares to be traded on the Nasdaq Stock Market. All capitalized terms used herein and not defined shall have the meanings ascribed to them in the Merger Agreement. M&A Advisory Agreement The Company engaged Beijing Haohan Tianyu Investment Consulting Co., Ltd. (“BHTIC”) to act as its M&A Advisor to conduct local due diligence for the Company on CH Auto by entering into the M&A Advisory Agreement on April 3, 2022. Pursuant to the M&A Advisory Agreement, the Company shall make a payment to BHTIC of an aggregate M&A Fee (the “M&A Fee”) equivalent to 1% of the post-money post-PIPE equity value of CH Auto in shares of the post-transaction combined company to be issued upon closing of the Transaction at $10 per share. A&R Merger Agreement On December 23, 2022, the Company, Pubco, Merger Sub and CH Auto entered into an Amended and Restated Agreement and Plan of Merger (the “A&R Merger Agreement”). Specifically, the A&R Merger Agreement amended and modified the Merger Agreement to: (a) provide that all options issued by the Company prior to the Business Combination shall be included in Company Merger Consideration that will be issued in connection with the closing of the Business Combination, (b) extend the date by which Pubco shall secure subscription agreements with investors relating to a purchase of Pubco Class A Ordinary Shares through a private placement, in each case on terms consented by the Company, pursuant to which the aggregate amount of investment is no less than $ 100,000,000 Amendment to the A&R Merger Agreement On March 1, 2023, the Company, CH Auto, Pubco and Merger Sub entered an amendment (the “Amendment”) to the A&R Merger Agreement. The Amendment provides that (i) instead of acquiring at least 90% of the CH Auto, the Company would only need to acquire at least 71.2184% of CH Autoto consummate the Closing, (ii) immediately after the Closing, Pubco’s board of directors (the “Post-Closing Pubco Board”) will consist of five (5) members, among which one (1) person shall be designated by Sponsor, four (4) persons shall be designated by CH Autoand at least two (2) persons of the Post-Closing Pubco Board shall qualify as independent directors under the Securities Act and Nasdaq rules, (iii) modified the timing of CH Auto’s delivery of the Equityholder Allocation Schedule, (iv) simultaneously with and in exchange for the issuance of the CH Auto Merger Consideration, but before the Closing of the Merger, Pubco’s subsidiary, CH-Auto (Hong Kong) Limited (“CH-Auto HK”), or a then-established wholly-owned PRC subsidiary of CH-Auto HK (together with CH-Auto HK, the “Holding Company”, as the context may require), shall acquire all the shares of CH Auto’s equity securities (the “Company Common Stock”) held by each Company Reorganization Stockholder at par value or other value as agreed between the Holding Company and the Company Reorganization Stockholders (the “HK Share Purchase”); provided however, certain Company Reorganization Stockholders that are the directors, supervisors or senior executives of the Company (each a “DSO Stockholder” and together, the “DSO Stockholders”) shall each transfer up to 25% of the stocks of CH Auto held by him or her due to restrictions under the PRC laws. Each DSO Stockholder shall further enter into a voting rights proxy agreement (the “Voting Rights Proxy Agreement”) and an economic rights transfer agreement (the “Economic Rights Transfer Agreement”) with the Holding Company (the “HK Voting Rights Entrustment”), pursuant to which each DSO Stockholder shall transfer and assign to the Holding Company (i) all of their respective voting rights in connection with the remaining shares of Company Common Stock held by them (the “DSO’s Remaining Shares”) pursuant to the Voting Rights Proxy Agreement and (ii) all of their economic rights, including the right to receive dividends, in connection the DSO’s Remaining Shares, pursuant to the Economic Rights Transfer Agreement. The Pubco Ordinary Shares issued to each DSO Shareholder in exchange for such DSO’s Remaining Shares, shall be subject to restrictions on transfer, conveyance, assignment and further encumbrance until the DSO Shareholder transfers and conveys the underlying shares of Company Common Stock to the Holding Company. Upon the completion of the HK Share Purchase, and after giving effect to the HK Voting Right Entrustment (the “Reorganization Closing”), the Holding Company shall (1) have the ability to direct, directly or indirectly, at least 71.2184% of the voting rights of all outstanding equity securities of CH Auto entitled to vote, (2) own, directly or indirectly, at least 71.2184% of the economic rights of all the outstanding equity securities in CH Auto, and (3) own, directly or indirectly own at least 37.8426% of the then-issued and outstanding equity interests in CH Auto; (v) revised the definitions of Company Employee Option and Company FA Option, (vi) CH Auto shall advance the Company the aggregate amount of Seven Hundred and Fifty Thousand Dollars ($750,000) in two payments (the “Loans”) to fund the payment of the expenses incurred, in connection with two (2) extensions of the period of time for the Company to consummate a business combination and for working capital for the Company; (vi) in the event CH Auto funds the initial payment of the Loan, the Outside Date shall be extended from May 15, 2023 to July 2, 2023, (viii) revised the timing, steps and procedure for the Reorganization and (ix) permitted CH Auto to convert outstanding debt from a lender in the amount of RMB 39 million into 15.6 million shares of CH Auto, at a conversion price of RMB 2.5 per share. The transactions contemplated by the A&R Agreement and the Amendment are collectively referred to as the “Business Combination.” CH Auto Technology Corporation Ltd., the target company to the Company’s proposed business combination loaned the Company $ 350,000 350,000 350,000 10.00 350,000 The proceeds of the Note have been used by the Company to make a deposit $ 343,936 On June 22, 2023, the Company held the Special Meeting of Stockholders. The Company filed an amendment to its Amended and Restated Certificate of Incorporation with the Delaware Secretary of State on June 22, 2023 (the “Extension Amendment”), giving the Company the right to extend the time for the Company to complete its business combination (the “Business Combination Period”) from July 2, 2023 to January 2, 2024. As previously disclosed, on June 7, 2023, the CH Auto advanced the Company $ 400,000 400,000 250,000 to Continental Stock Transfer and Trust Company to be deposited into the Trust Fund to extend the Business Combination Period from July 2, 2023 to January 2, 2024. Accordingly, the SPAC now has until January 2, 2024, to complete its initial business combination.

STOCKHOLDERS_ DEFICIT

STOCKHOLDERS’ DEFICIT	6 Months Ended
	Jun. 30, 2023
Equity [Abstract]
STOCKHOLDERS’ DEFICIT	NOTE 7. STOCKHOLDERS’ DEFICIT Common Stock 30,000,000 0.0001 Holders of common stock are entitled to one vote for each share. 1,807,500 1,506,991 3,317,480 Rights one-tenth (1/10) of one share of common stock The Company will not issue fractional shares in connection with an exchange of Public Rights. Fractional shares will either be rounded down to the nearest whole share or otherwise addressed in accordance with the applicable provisions of the Delaware General Corporation Law. As a result, the holders of the Public Rights must hold rights in multiples of 10 in order to receive shares for all of the holders’ rights upon closing of a Business Combination. 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 Public Rights will not receive any of such funds with respect to their Public Rights, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such Public Rights, and the Public Rights will expire worthless. Further, there are no contractual penalties for failure to deliver securities to the holders of the Public Rights upon consummation of a Business Combination. Additionally, in no event will the Company be required to net cash settle the rights. Accordingly, the rights may expire worthless. Representative Shares The Company issued to Network 1 Financial Securities, Inc. and/or its designees 160,000 1,244,400 7.78 The Representative Shares have been deemed compensation by Financial Industry Regulatory Authority (“FINRA”) and are therefore subject to a lock-up for a period of 180 days immediately following the effective date of the registration statement related to the Initial Public Offering pursuant to Rule 5110(g)(1) of FINRA’s National Association of Securities Dealers (“NASD”) Conduct Rules. Pursuant to FINRA Rule 5110(g)(1), these securities will not be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the securities by any person for a period of 180 days immediately following the effective date of the registration statements related to the Initial Public Offering, nor may they be sold, transferred, assigned, pledged or hypothecated for a period of 180 days immediately following the effective date of the registration statements related to the Initial Public Offering except to any underwriter and selected dealer participating in the Initial Public Offering and their bona fide officers or partners.

FAIR VALUE MEASUREMENTS

FAIR VALUE MEASUREMENTS	6 Months Ended
	Jun. 30, 2023
Fair Value Disclosures [Abstract]
FAIR VALUE MEASUREMENTS	NOTE 8. FAIR VALUE MEASUREMENTS The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. The Company classifies its securities in the Trust Account that are invested in funds, such as Mutual Funds or Money Market Funds, that primarily invest in U.S. Treasury and equivalent securities as Trading Securities in accordance with ASC Topic 320 “Investments — Debt and Equity Securities. Trading Securities are recorded at fair market value on the accompanying condensed balance sheets. At June 30, 2023, assets held in the Trust Account were comprised of $ 0 16,180,210 182,779 At December 31, 2022, assets held in the Trust Account were comprised of $ 581,000 33,503,917 247,881 The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at June 30, 2023 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Scheduled of fair value measurements Trading Securities Level Fair Value June 30, 2023 Marketable securities held in Trust Account — Mutual Fund 1 $ 16,180,210 December 31, 2022 Marketable securities held in Trust Account — Mutual Fund 1 $ 33,503,917

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	6 Months Ended
	Jun. 30, 2023
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	NOTE 9. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the unaudited condensed financial statements were issued. Based upon this review, other than as described below, the Company did not identify any other subsequent events that would have required adjustment or disclosure in the condensed financial statements. On August 21, 2023, the Company and UHY Advisors/UHY LLP extended the due date of promissory note to October 31, 2023. If $ 59,710

SUMMARY OF SIGNIFICANT ACCOUN_2

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	6 Months Ended
	Jun. 30, 2023
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed financial statements should be read in conjunction to the Company’s Annual Report on Form 10-K for the period ended December 31, 2022, as filed with the SEC on April 3, 2023. The interim results for the three and six months ended June 30, 2023 are not necessarily indicative of the results to be expected for the year ending December 31, 2023 or for any future periods.
Emerging Growth Company	Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can 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 condensed financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
Use of Estimates	Use of Estimates The preparation of the condensed financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. 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 condensed 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 no
Investments Held in Trust Account	Investments Held in Trust Account The Company’s portfolio of investments held in the Trust Account is comprised of investments in money market funds that invest in U.S. treasury securities and generally have a readily determinable fair value, or a combination thereof. Gains and losses resulting from the change in fair value of these securities are included in interest earned on marketable securities held in Trust Account in the accompanying statement of operations. The estimated fair values of investments held in the Trust Account are determined using available market information.
Common Stock Subject to Possible Redemption	Common Stock Subject to Possible Redemption The Company accounts for its common stock subject to possible redemption in accordance with the guidance in FASB Accounting Standards Codification (“ASC”), Topic 480 “Distinguishing Liabilities from Equity.” Shares of Common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ deficit. The Company’s Common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. In connection with the stockholders’ vote at the Special Meeting of Stockholders held by the Company on December 15, 2022 and June 22, 2023, 2,432,520 1,810,489 Accordingly, at June 30, 2023 and December 31, 2022, 1,506,991 3,317,480 10.72 10.27 The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stocks to equal the redemption value at the end of each reporting period. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount value. The change in the carrying value of redeemable common stocks resulted in charges against additional paid-in capital and accumulated deficit. At June 30, 2023 and December 31, 2022, the common stock reflected in the condensed balance sheets are reconciled in the following table: Scheduled of common stock subject to possible redemption Gross proceeds $ 57,500,000 Less: Allocation of offering costs related to redeemable shares (4,368,049 ) Proceeds allocated to Public Rights (4,887,500 ) Redemptions of Common stock on December 15, 2022 (24,525,034 ) Plus: Accretion of carrying value to redemption value 10,347,205 Common stock subject to possible redemption, December 31, 2022 34,066,622 Plus: Accretion of carrying value to redemption value 623,084 Common stock subject to possible redemption, March 31, 2023 34,689,706 Less: Redemptions (19,093,036 ) Plus: Accretion of carrying value to redemption value 553,952 Common stock subject to possible redemption, June 30, 2023 $ 16,150,622
Offering Costs	Offering Costs Offering costs consisted of legal, accounting and other expenses incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs were 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 the common stock issued were initially charged to temporary equity and then accreted to common stock subject to redemption upon the completion of the Initial Public Offering. Offering costs amounted to $ 4,773,824 1,150,000 2,012,500 1,611,324 4,368,049 405,775
Income Taxes	Income Taxes The Company accounts for income taxes under ASC 740, “Income Taxes.” ASC 740, Income Taxes, requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the unaudited condensed financial statements and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. As of June 30, 2023 and December 31, 2022, the Company had a deferred tax asset of approximately $ 206,000 137,000 ASC 740 -270-25-2 requires that an annual effective tax rate be determined, and such annual effective rate applied to year to date income in interim periods under ASC 740-270-30-5. The Company’s effective tax rate was ( 42.96 0.96 41.08 0.55 21 ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position 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. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no no The Company has identified the United States as its only “major” tax jurisdiction. The Company is subject to income taxation by major taxing authorities since inception. These examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.
Net Income (Loss) Per Common Share	Net Income (Loss) Per Common Share The Company complies with accounting and disclosure requirements of FASB ASC 260, Earnings Per Share. The statement of operations includes a presentation of income (loss) per redeemable public share and loss per non-redeemable share following the two-class method of income (loss) per share. In order to determine the net income (loss) attributable to both the public redeemable shares and non-redeemable shares, the Company first considered the total income (loss) allocable to both sets of shares. This is calculated using the total net income (loss) less any dividends paid. For purposes of calculating net income (loss) per share, any remeasurement of the accretion to redemption value of the redeemable shares subject to possible redemption was considered to be dividends paid to the public stockholders. Subsequent to calculating the total loss allocable to both sets of shares, the Company split the amount to be allocated using a ratio of 63 76 36 24 The earnings per share presented in the condensed statements of operations is based on the following: Scheduled of basic and diluted net loss per share For the Three Months Ended For the Six Months Ended 2023 2022 2023 2022 Redeemable Non- Redeemable Non- Redeemable Non- Redeemable Non- Basic and diluted net income (loss) per share: Numerator: Allocation of net loss including accretion of temporary equity $ (285,313 ) $ (164,320 ) $ (126,230 ) $ (39,680 ) $ (614,018 ) $ (343,873 ) $ (218,160 ) $ (68,578 ) Accretion of temporary equity to redemption value $ 553,952 - $ - - $ 1,177,036 $ - $ - $ - Allocation of net income (loss) $ 268,639 (164,320 ) $ (126,230 ) (39,680 ) $ 563,018 $ (343,873 ) $ (218,160 ) $ (68,578 ) Denominator: Weighted-average shares outstanding 3,138,421 1,807,500 5,750,000 1,807,500 3,227,456 1,807,500 5,750,000 1,807,500 Basic and diluted net income (loss) per share $ 0.09 $ (0.09 ) $ (0.02 ) $ (0.02 ) $ 0.17 $ (0.19 ) $ (0.04 ) $ (0.04 ) In connection with the underwriters’ full exercise of their over-allotment option on July 2, 2021, 187,500 As of June 30, 2023 and December 31, 2022, the Company did no
Concentration of Credit Risk	Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $ 250,000
Fair value of Financial Instruments	Fair value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 825, “Financial Instruments,” approximates the carrying amounts represented in the accompanying condensed balance sheets, primarily due to their short-term nature.
Recent Accounting Standards	Recent Accounting Standards In August 2020, the FASB issued ASU 2020-06, Debt -- Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective December 15, 2023 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company is currently assessing the impact, if any, that ASU 2020-06 would have on its financial position, results of operations or cash flows. Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s condensed financial statements.

SUMMARY OF SIGNIFICANT ACCOUN_3

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)	6 Months Ended
	Jun. 30, 2023
Accounting Policies [Abstract]
Scheduled of common stock subject to possible redemption	Scheduled of common stock subject to possible redemption Gross proceeds $ 57,500,000 Less: Allocation of offering costs related to redeemable shares (4,368,049 ) Proceeds allocated to Public Rights (4,887,500 ) Redemptions of Common stock on December 15, 2022 (24,525,034 ) Plus: Accretion of carrying value to redemption value 10,347,205 Common stock subject to possible redemption, December 31, 2022 34,066,622 Plus: Accretion of carrying value to redemption value 623,084 Common stock subject to possible redemption, March 31, 2023 34,689,706 Less: Redemptions (19,093,036 ) Plus: Accretion of carrying value to redemption value 553,952 Common stock subject to possible redemption, June 30, 2023 $ 16,150,622
Scheduled of basic and diluted net loss per share	Scheduled of basic and diluted net loss per share For the Three Months Ended For the Six Months Ended 2023 2022 2023 2022 Redeemable Non- Redeemable Non- Redeemable Non- Redeemable Non- Basic and diluted net income (loss) per share: Numerator: Allocation of net loss including accretion of temporary equity $ (285,313 ) $ (164,320 ) $ (126,230 ) $ (39,680 ) $ (614,018 ) $ (343,873 ) $ (218,160 ) $ (68,578 ) Accretion of temporary equity to redemption value $ 553,952 - $ - - $ 1,177,036 $ - $ - $ - Allocation of net income (loss) $ 268,639 (164,320 ) $ (126,230 ) (39,680 ) $ 563,018 $ (343,873 ) $ (218,160 ) $ (68,578 ) Denominator: Weighted-average shares outstanding 3,138,421 1,807,500 5,750,000 1,807,500 3,227,456 1,807,500 5,750,000 1,807,500 Basic and diluted net income (loss) per share $ 0.09 $ (0.09 ) $ (0.02 ) $ (0.02 ) $ 0.17 $ (0.19 ) $ (0.04 ) $ (0.04 )

FAIR VALUE MEASUREMENTS (Tables

FAIR VALUE MEASUREMENTS (Tables)	6 Months Ended
	Jun. 30, 2023
Fair Value Disclosures [Abstract]
Scheduled of fair value measurements	Scheduled of fair value measurements Trading Securities Level Fair Value June 30, 2023 Marketable securities held in Trust Account — Mutual Fund 1 $ 16,180,210 December 31, 2022 Marketable securities held in Trust Account — Mutual Fund 1 $ 33,503,917

DESCRIPTION OF ORGANIZATION A_2

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (Details Narrative) - USD ($)				1 Months Ended	6 Months Ended	12 Months Ended
	Dec. 15, 2022	Jul. 06, 2021	Jul. 02, 2021	Jun. 22, 2023	Jun. 30, 2023	Dec. 31, 2022	Jun. 27, 2023	Jun. 07, 2023	Mar. 29, 2023	Dec. 21, 2022	Dec. 16, 2022	Oct. 24, 2022	Aug. 26, 2022
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Cash deposited in trust account		$ 57,500,000
Fair market value equal percentage					80%
Net tangible assets					$ 5,000,001
Redemption limit percentage without prior consent					20%
Obligation to redeem Public Shares if entity does not complete a Business Combination (as a percent)					100%
Deposits							$ 250,000		$ 343,936		$ 581,000
Shares tendered for redemption	2,432,520			1,810,489
Redemptions of Common stock					$ 19,093,036	$ 24,525,034
Excise taxes payable					190,930
Cash					314,071	195,100
Aggregate amount					100,000,000					$ 581,000		$ 100,000	$ 100,000
Working Capital Loans					$ 100,000	100,000
Initial public offering at a price												$ 10
Conversion price					$ 10					$ 10
Outstanding amount					$ 581,000	581,000
C H A U T O [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Outstanding amount					350,000	0
Loans payable								$ 400,000	350,000
Principal amount								$ 400,000	$ 350,000
Share price								$ 10	$ 10
C H A U T O [Member] | Unsecured Promissory Note [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Outstanding amount					400,000	0
U H Y L L P [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Outstanding amount					59,710	$ 0
Accrued Liabilities, Current					$ 1,191
Mountain Crest Acquisition [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Business combination, percentage of voting securities					50%
IPO [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Sale of stock, shares			5,000,000
Sale of stock price			$ 10
Sale of Stock, amount			$ 50,000,000
Payments for investment of cash in trust account			$ 50,000,000
Transaction Costs					$ 4,773,824
Underwriting Fees					1,150,000
Deferred underwriting fees					2,012,500
Other offering costs					1,611,324
Representative shares					$ 1,244,400
Private Placement [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Sale of stock, shares		15,000
Sale of stock price		$ 10
Proceeds from Issuance of Private Placement		$ 150,000
Deposited Trust Account		$ 7,500,000
Private Placement [Member] | Sponsor [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Sale of stock, shares			195,000
Sale of stock price			$ 10
Sale of Stock, amount			$ 1,950,000
Over-Allotment Option [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Sale of stock, shares		750,000
Stock Repurchased During Period, Value		$ 7,500,000

SUMMARY OF SIGNIFICANT ACCOUN_4

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($)	3 Months Ended	6 Months Ended	12 Months Ended
	Mar. 31, 2023	Jun. 30, 2023	Dec. 31, 2022
Accounting Policies [Abstract]
Gross proceeds			$ 57,500,000
Allocation of offering costs related to redeemable shares			(4,368,049)
Proceeds allocated to Public Rights			(4,887,500)
Redemptions of Common stock		$ (19,093,036)	(24,525,034)
Accretion of carrying value to redemption value	$ 623,084	553,952	10,347,205
Common stock subject to possible redemption	$ 34,689,706	$ 16,150,622	$ 34,066,622

SUMMARY OF SIGNIFICANT ACCOUN_5

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 1) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Redeemable Shares [Member]
Numerator:
Allocation of net loss including accretion of temporary equity	$ (285,313)	$ (126,230)	$ (614,018)	$ (218,160)
Accretion of temporary equity to redemption value	553,952		1,177,036
Allocation of net income (loss)	$ 268,639	$ (126,230)	$ 563,018	$ (218,160)
Denominator:
Weighted-average shares outstanding	3,138,421	5,750,000	3,227,456	5,750,000
Basic and diluted net income (loss) per share	$ 0.09	$ (0.02)	$ 0.17	$ (0.04)
Non Redeemable Shares [Member]
Numerator:
Allocation of net loss including accretion of temporary equity	$ (164,320)	$ (39,680)	$ (343,873)	$ (68,578)
Accretion of temporary equity to redemption value
Allocation of net income (loss)	$ (164,320)	$ (39,680)	$ (343,873)	$ (68,578)
Denominator:
Weighted-average shares outstanding	1,807,500	1,807,500	1,807,500	1,807,500
Basic and diluted net income (loss) per share	$ (0.09)	$ (0.02)	$ (0.19)	$ (0.04)

SUMMARY OF SIGNIFICANT ACCOUN_6

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($)			1 Months Ended	3 Months Ended		6 Months Ended		12 Months Ended
	Dec. 15, 2022	Jul. 02, 2022	Jun. 22, 2023	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022	Dec. 31, 2022
Subsidiary, Sale of Stock [Line Items]
Cash equivalents				$ 0		$ 0		$ 0
Shares tendered for redemption	2,432,520		1,810,489
Common stock subject to possible redemption				1,506,991		1,506,991		3,317,480
Common stock subject to possible redemption, Per Share				$ 10.72		$ 10.72		$ 10.27
Deferred tax asset				$ 206,000		$ 206,000		$ 137,000
Effective tax rate				42.96%	0.96%	41.08%	0.55%
Federal statutory income tax rate				21%	21%	21%	21%
Unrecognized tax benefits				$ 0		$ 0		0
Unrecognized tax benefits accrued for interest and penalties				0		$ 0		$ 0
Shares subjected to forfeiture		187,500
Dilutive securities						0		0
FDIC coverage				$ 250,000		$ 250,000
Redeemable Shares [Member]
Subsidiary, Sale of Stock [Line Items]
Conversion ratio				0.63	0.63	0.76	0.76
Non Redeemable Shares [Member]
Subsidiary, Sale of Stock [Line Items]
Conversion ratio				0.36	0.36	0.24	0.24
IPO [Member]
Subsidiary, Sale of Stock [Line Items]
Offering costs						$ 4,773,824
Underwriting fees						1,150,000
Deferred underwriting fees						2,012,500
Other offering costs				$ 1,611,324		1,611,324
Allocation to public shares						4,368,049
Allocation to public rights						$ 405,775

INITIAL PUBLIC OFFERING (Detail

INITIAL PUBLIC OFFERING (Details Narrative) - $ / shares				1 Months Ended
	Dec. 15, 2022	Jul. 06, 2021	Jul. 02, 2021	Jun. 22, 2023
Subsidiary, Sale of Stock [Line Items]
Purchase price, per unit			$ 7.78
Shares tendered for redemption	2,432,520			1,810,489
IPO [Member]
Subsidiary, Sale of Stock [Line Items]
Number of units sold			5,750,000
Sale of stock, shares			5,000,000
Purchase price, per unit			$ 10
Over-Allotment Option [Member]
Subsidiary, Sale of Stock [Line Items]
Sale of stock, shares		750,000

PRIVATE PLACEMENT (Details Narr

PRIVATE PLACEMENT (Details Narrative) - Private Placement [Member] - USD ($)	Jul. 06, 2021	Jul. 02, 2021
Defined Benefit Plan Disclosure [Line Items]
Sale of stock, shares	15,000
Sale of stock price	$ 10
Proceeds from Issuance of Private Placement	$ 150,000
Sponsor [Member]
Defined Benefit Plan Disclosure [Line Items]
Sale of stock, shares		195,000
Sale of stock price		$ 10
Sale of stock amount		$ 1,950,000

RELATED PARTY TRANSACTIONS (Det

RELATED PARTY TRANSACTIONS (Details Narrative)			1 Months Ended		3 Months Ended		6 Months Ended		10 Months Ended
	Jul. 02, 2021 USD ($) shares	Mar. 03, 2021 USD ($)	Oct. 24, 2022 USD ($) $ / shares	Aug. 26, 2022 USD ($) $ / shares	Jun. 30, 2023 USD ($) $ / shares	Jun. 30, 2022 USD ($)	Jun. 30, 2023 USD ($) $ / shares	Jun. 30, 2022 USD ($)	Dec. 31, 2021 USD ($) $ / shares shares	Dec. 31, 2022 USD ($)	Dec. 21, 2022 $ / shares
Related Party Transaction [Line Items]
Number of shares issued | shares	160,000
Fees paid for services					$ 30,000	$ 30,000	$ 60,000	$ 60,000
Conversion price | $ / shares					$ 10		$ 10				$ 10
Working capital loans					$ 100,000		$ 100,000			$ 100,000
Maximum amount of loan to be converted into units					$ 1,500,000		$ 1,500,000
Administrative Support Agreement [Member]
Related Party Transaction [Line Items]
Related Party expenses	$ 10,000
Promissory Note [Member]
Related Party Transaction [Line Items]
Related Party expenses		$ 500,000
Convertible Note [Member]
Related Party Transaction [Line Items]
Related Party expenses			$ 100,000	$ 100,000
Conversion price | $ / shares			$ 10	$ 10
Founder Shares [Member] | Sponsor [Member]
Related Party Transaction [Line Items]
Number of shares issued | shares									1,437,500
Value of shares issued									$ 25,000
Aggregate number of shares owned | shares									1,437,500
Number of shares subject to forfeiture | shares									187,500
Percentage of issued and outstanding shares after initial public offering collectively held by initial stockholders									0.20
Transfer assign or sell any shares or warrants after completion of initial business combination stock price trigger | $ / shares									$ 12.50
Condition for future business combination use of proceeds percentage									0.50

COMMITMENTS (Details Narrative)

COMMITMENTS (Details Narrative) - USD ($)	6 Months Ended
	Jun. 30, 2023	Jun. 27, 2023	Jun. 07, 2023	Mar. 29, 2023	Mar. 01, 2023	Dec. 31, 2022	Dec. 21, 2022	Dec. 16, 2022	Oct. 24, 2022	Aug. 26, 2022
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Period to exercise demand registration right	5 years
Period to exercise piggy bac registration right	7 years
Underwriting fee per unit	$ 0.35
Underwriting fee payable	$ 2,012,500
Deferred fees per unit paid in cash	$ 0.35
Deferred fees per unit paid in value of shares	0.30
Equivalent value of shares	$ 0.05
Deferred initial public offering fees	$ 50,000
Aggregate amount	100,000,000						$ 581,000		$ 100,000	$ 100,000
Outstanding amount	581,000					$ 581,000
Deposits		$ 250,000		$ 343,936				$ 581,000
A And R Merger Agreement [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Principal amount					$ 400,000
C H A U T O [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Principal amount			$ 400,000	350,000
Loan				350,000
Loans payable			$ 400,000	$ 350,000
Share price			$ 10	$ 10
Outstanding amount	$ 350,000					$ 0

STOCKHOLDERS_ DEFICIT (Details

STOCKHOLDERS’ DEFICIT (Details Narrative) - USD ($)		6 Months Ended
	Jul. 02, 2021	Jun. 30, 2023	Dec. 31, 2022
Equity [Abstract]
Common stock, shares authorized		30,000,000	30,000,000
Common stock, par value		$ 0.0001	$ 0.0001
Voting rights		Holders of common stock are entitled to one vote for each share.
Common stock, shares issued		1,807,500	1,807,500
Common stock, shares outstanding		1,807,500	1,807,500
Common stock subject to possible redemption		1,506,991	3,317,480
Common Stock, Conversion Basis		one-tenth (1/10) of one share of common stock
Shares Issued	160,000
Fair value of representative shares	$ 1,244,400
Share Price	$ 7.78

FAIR VALUE MEASUREMENTS (Detail

FAIR VALUE MEASUREMENTS (Details) - USD ($)	Jun. 30, 2023	Dec. 31, 2022
Fair Value, Inputs, Level 1 [Member] | Fair Value, Recurring [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Marketable securities held in Trust Account - Mutual Fund	$ 16,180,210	$ 33,503,917

FAIR VALUE MEASUREMENTS (Deta_2

FAIR VALUE MEASUREMENTS (Details Narrative) - USD ($)	6 Months Ended	12 Months Ended
	Jun. 30, 2023	Dec. 31, 2022
Cash and Cash Equivalents [Line Items]
Interest earned on the Trust Account	$ 182,779	$ 247,881
Cash [Member]
Cash and Cash Equivalents [Line Items]
Assets held in Trust Account	0	581,000
US Treasury Securities [Member]
Cash and Cash Equivalents [Line Items]
Assets held in Trust Account	$ 16,180,210	$ 33,503,917

SUBSEQUENT EVENTS (Details Narr

SUBSEQUENT EVENTS (Details Narrative) - USD ($)	Aug. 21, 2023	Jun. 30, 2023	Dec. 31, 2022
Subsequent Event [Line Items]
Promissory notes		$ 59,710
Subsequent Event [Member]
Subsequent Event [Line Items]
Promissory notes	$ 59,710