Cover
Cover - shares | 3 Months Ended | |
Mar. 31, 2024 | May 21, 2024 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Mar. 31, 2024 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2024 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 001-40796 | |
Entity Registrant Name | WINVEST ACQUISITION CORP. | |
Entity Central Index Key | 0001854463 | |
Entity Tax Identification Number | 86-2451181 | |
Entity Incorporation, State or Country Code | DE | |
Entity Address, Address Line One | 125 Cambridgepark Drive | |
Entity Address, Address Line Two | Suite 301 | |
Entity Address, City or Town | Cambridge | |
Entity Address, State or Province | MA | |
Entity Address, Postal Zip Code | 02140 | |
City Area Code | (617) | |
Local Phone Number | 658-3094 | |
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 | 4,018,123 | |
Units, each consisting of one share of Common Stock, one redeemable Warrant, and one Right | ||
Title of 12(b) Security | Units, each consisting of one share of Common Stock, one redeemable Warrant, and one Right | |
Trading Symbol | WINVU | |
Security Exchange Name | NASDAQ | |
Common Stock, par value $0.0001 per share | ||
Title of 12(b) Security | Common Stock, par value $0.0001 per share | |
Trading Symbol | WINV | |
Security Exchange Name | NASDAQ | |
Warrants to acquire one-half (1/2) of a share of Common Stock | ||
Title of 12(b) Security | Warrants to acquire one-half (1/2) of a share of Common Stock | |
Trading Symbol | WINVW | |
Security Exchange Name | NASDAQ | |
Rights to acquire one-fifteenth (1/15) of one share of Common Stock | ||
Title of 12(b) Security | Rights to acquire one-fifteenth (1/15) of one share of Common Stock | |
Trading Symbol | WINVR | |
Security Exchange Name | NASDAQ |
Condensed Balance Sheets
Condensed Balance Sheets - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Current assets: | ||
Cash | $ 50,121 | $ 37,946 |
Tax receivable | 99,814 | |
Prepaid expenses, short-term portion | 157,750 | 133,117 |
Total current assets | 207,871 | 270,877 |
Cash held in Trust Account | 12,715,682 | 12,453,412 |
Total assets | 12,923,553 | 12,724,289 |
Current liabilities: | ||
Accounts payable and accrued liabilities | 1,006,707 | 991,998 |
Income tax payable | 213,000 | 189,000 |
Excise tax payable | 80,443 | 80,443 |
Extension note, related party | 1,360,000 | 1,195,000 |
Promissory note, related party | 378,500 | 306,500 |
Total current liabilities | 3,293,650 | 2,987,941 |
Deferred underwriting commissions | 4,025,000 | 4,025,000 |
Total liabilities | 7,318,650 | 7,012,941 |
Common stock subject to possible redemption; 1,143,123 shares outstanding at redemption values of $11.12 and $10.89 per share as of March 31, 2024 and December 31, 2023, respectively | 12,715,682 | 12,453,412 |
Stockholders’ deficit: | ||
Preferred stock, par value $0.0001, 1,000,000 shares authorized, 0 issued and outstanding | ||
Common stock, par value $0.0001, 100,000,000 shares authorized; 2,875,000 issued and outstanding (excluding 1,143,123 shares subject to possible redemption as of March 31, 2024 and December 31, 2023) | 288 | 288 |
Additional paid-in capital | ||
Accumulated deficit | (7,111,067) | (6,742,352) |
Total stockholders’ deficit | (7,110,779) | (6,742,064) |
Total liabilities and stockholders’ deficit | 12,923,553 | 12,724,289 |
Related Party [Member] | ||
Current liabilities: | ||
Related party payables | $ 255,000 | $ 225,000 |
Condensed Balance Sheets (Paren
Condensed Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2024 | Dec. 31, 2023 |
Statement of Financial Position [Abstract] | ||
Temporary equity, shares outstanding | 1,143,123 | 1,143,123 |
Temporary equity, redemption price per share | $ 11.12 | $ 10.89 |
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common Stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 2,875,000 | 2,875,000 |
Common stock, shares outstanding | 2,875,000 | 2,875,000 |
Common stock subject to possible redemption, shares | 1,143,123 | 1,143,123 |
Condensed Statements of Operati
Condensed Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Operating expenses: | $ 225,101 | $ 569,578 |
Loss from operations | (225,101) | (569,578) |
Other income: | ||
Interest income | 142,655 | 209,051 |
Total other income | 142,655 | 209,051 |
Loss before income taxes | (82,446) | (360,527) |
Provision for income taxes | (24,000) | (44,000) |
Net loss | (106,446) | (404,527) |
Common Shares Subject To Redemption [Member] | ||
Other income: | ||
Net loss | ||
Weighted-average common shares outstanding, Basic | 1,143,123 | 1,893,113 |
Weighted-average common shares outstanding, Diluted | 1,143,123 | 1,893,113 |
Basic net loss per share | ||
Diluted net loss per share | ||
Non Redeemable Common Shares [Member] | ||
Other income: | ||
Net loss | $ (106,446) | $ (404,527) |
Weighted-average common shares outstanding, Basic | 2,875,000 | 2,875,000 |
Weighted-average common shares outstanding, Diluted | 2,875,000 | 2,875,000 |
Basic net loss per share | $ (0.04) | $ (0.14) |
Diluted net loss per share | $ (0.04) | $ (0.14) |
Condensed Statements of Changes
Condensed Statements of Changes In Stockholders' Equity (Deficit) - USD ($) | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Beginning balance, value at Dec. 31, 2022 | $ 288 | $ (4,588,137) | $ (4,587,849) | |
Balance, shares at Dec. 31, 2022 | 2,875,000 | |||
Remeasurement of common stock to redemption value | (434,200) | (434,200) | ||
Net loss | (404,527) | (404,527) | ||
Ending balance, value at Mar. 31, 2023 | $ 288 | (5,426,864) | (5,426,576) | |
Balance, shares at Mar. 31, 2023 | 2,875,000 | |||
Beginning balance, value at Dec. 31, 2023 | $ 288 | (6,742,352) | (6,742,064) | |
Balance, shares at Dec. 31, 2023 | 2,875,000 | |||
Remeasurement of common stock to redemption value | (262,269) | (262,269) | ||
Net loss | (106,446) | (106,446) | ||
Ending balance, value at Mar. 31, 2024 | $ 288 | $ (7,111,067) | $ (7,110,779) | |
Balance, shares at Mar. 31, 2024 | 2,875,000 |
Condensed Statements of Cash Fl
Condensed Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (106,446) | $ (404,527) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Interest earned on cash held in Trust Account | (137,319) | (209,051) |
Changes in operating assets and liabilities: | ||
Changes in taxes receivable | 99,814 | |
Changes in prepaid expenses | (24,633) | 47,125 |
Changes in accounts payable and accrued expenses | 14,709 | 190,403 |
Changes in taxes payable | 24,000 | 44,000 |
Changes in related party payables | 30,000 | 28,000 |
Net cash used in operating activities | (99,875) | (304,050) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Investment in Trust Account | (165,000) | (375,000) |
Withdrawal of interest from Trust Account to pay taxes | 40,050 | 149,851 |
Cash withdrawn from Trust Account in connection with redemption | ||
Net cash provided by (used in) investing activities | (124,950) | (225,149) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from promissory note - related party | 72,000 | 123,000 |
Proceeds from extension note - related party | 165,000 | 375,000 |
Redemption of common stock | ||
Net cash (used in) provided by financing activities | 237,000 | 498,000 |
NET CHANGE IN CASH | 12,175 | (31,199) |
Cash - Beginning of period | 37,946 | 88,247 |
Cash - End of period | 50,121 | 57,048 |
Non-cash investing and financing activities: | ||
Accretion of common stock to redemption value | 262,269 | 434,200 |
Excise tax payable |
NATURE OF THE BUSINESS
NATURE OF THE BUSINESS | 3 Months Ended |
Mar. 31, 2024 | |
Accounting Policies [Abstract] | |
NATURE OF THE BUSINESS | NOTE 1 – NATURE OF THE BUSINESS WinVest Acquisition Corp. (“WinVest,” or the “Company”) was incorporated in the State of Delaware on March 1, 2021. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination (the “Initial Business Combination”) with one or more businesses or entities. The Company has selected December 31 as its fiscal year end. Throughout this report, the terms “our,” “we,” “us,” and the “Company” refer to WinVest Acquisition Corp. As of March 31, 2024, the Company had not commenced core operations. All activity for the period from March 1, 2021 (inception) through March 31, 2024 relates to the Company’s formation and raising funds through the initial public offering (“Initial Public Offering”), which is described below. The Company will not generate any operating revenues until after the completion of an Initial Business Combination, at the earliest. The Company generates non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering. The registration statement pursuant to which the Company registered its securities offered in the Initial Public Offering (the “IPO Registration Statement”) was declared effective on September 14, 2021. On September 17, 2021, the Company consummated its Initial Public Offering of 10,000,000 0.0001 11.50 10.00 100,000,000 Simultaneously with the consummation of the Initial Public Offering and the issuance and sale of the Units, the Company completed the private sale of 10,000,000 0.50 5,000,000 Each Private Placement Warrant entitles the holder thereof to purchase one-half of one share of Common Stock at a price of $ 11.50 On September 23, 2021, the underwriters fully exercised the over-allotment option and purchased an additional 1,500,000 15,000,000 900,000 0.50 450,000 116,150,000 Following the closing of the Initial Public Offering on September 17, 2021, and the underwriters’ exercise of their over-allotment option in full on September 23, 2021, an aggregate amount of $ 116,150,000 100 The Company initially had 15 months from the closing of the Initial Public Offering on September 17, 2021 to consummate the Initial Business Combination. On November 30, 2022, the Company held a special meeting of stockholders, at which the stockholders approved an amendment (the “November 2022 Extension Amendment”) to the Company’s amended and restated certificate of incorporation (as amended, the “Certificate of Incorporation”) to extend the date (the “Termination Date”) by which the Company must consummate an Initial Business Combination from December 17, 2022 (the “Original Termination Date”) to January 17, 2023, and to allow the Company, without another stockholder vote, to elect to extend the Termination Date on a monthly basis for up to five times by an additional one month each time after January 125,000 In connection with the vote to approve the November 2022 Extension Amendment, the holders of 9,606,887 10.20 98.0 19.6 1,893,113 Following the approval of the November 2022 Extension Amendment, on December 5, 2022, the Company issued an unsecured promissory note in the principal amount of $ 750,000 750,000 0.50 On June 12, 2023, the Company held a second special meeting of stockholders (the “June 2023 Extension Meeting”), at which the stockholders approved, among other things, (i) an amendment (the “June 2023 Extension Amendment”) to the Company’s Certificate of Incorporation to extend the Termination Date from June 17, 2023 to July 17, 2023, and to allow the Company, without another stockholder vote, to elect to extend the Termination Date on a monthly basis for up to five times by an additional one month (or such shorter period as may be requested by the Sponsor) after July 17, 2023, by resolution of the Company’s board of directors, if requested by the Sponsor, and upon five days’ advance notice prior to the applicable Termination Date, until December 17, 2023, or a total of up to six months after June 17, 2023, unless the closing of the Company’s Initial Business Combination shall have occurred prior thereto, and (ii) an amendment (the “Redemption Limitation Amendment”) to eliminate from the Certificate of Incorporation the limitation that the Company may not consummate any business combination unless it has net tangible assets of at least $ 5,000,001 In connection with the vote to approve the June 2023 Extension Amendment, the holders of 627,684 10.71 6,721,795 13,551,331 1,265,429 Following the approval of the June 2023 Extension Amendment on June 12, 2023, on June 13, 2023, the Company issued an unsecured promissory note in the principal amount of $ 390,000 390,000 0.50 On November 30, 2023, the Company held a special meeting of stockholders, at which the stockholders approved, among other things, an amendment to the Company’s Certificate of Incorporation (the “November 2023 Extension Amendment ” ) to extend the Termination Date from December 17, 2023 to January 17, 2024, and to allow the Company, without another stockholder vote, to elect to extend the Termination Date on a monthly basis for up to five times by an additional one month each time after January Initial 55,000 In connection with the vote to approve the November 2023 Extension Amendment, the holders of 122,306 10.81 1,322,518 1,143,123 Following the approval of the November 2023 Extension Amendment on November 30, 2023, on December 13, 2023, the Company issued an unsecured promissory note in the principal amount of $ 330,000 330,000 Through the date of this report, the Company has deposited $ 1, 470 six June the Charter Extension A 1,360,000 1,195,000 If the Company is unable to consummate an Initial Business Combination by the Termination Date, the Company will, as promptly as possible but not more than ten business days thereafter, redeem 100 100,000 No compensation of any kind (including finders’, consulting or other similar fees) will be paid to any of the existing officers, directors, stockholders, or any of their affiliates, prior to, or for any services they render in order to effectuate, the consummation of the Initial Business Combination (regardless of the type of transaction that it is). However, such individuals will receive reimbursement for any out-of-pocket expenses incurred by them in connection with activities on the Company’s behalf, such as identifying potential target businesses, performing business due diligence on suitable target businesses and business combinations as well as traveling to and from the offices, plants or similar locations of prospective target businesses to examine their operations. Since the role of present management after the Initial Business Combination is uncertain, the Company has no ability to determine what remuneration, if any, will be paid to those persons after the Initial Business Combination. Management intends to use any funds available outside of the Trust Account for miscellaneous expenses such as paying fees to consultants to assist the Company with its search for a target business and for director and officer liability insurance premiums, with the balance being held in reserve in the event due diligence, legal, accounting and other expenses of structuring and negotiating business combinations exceed our estimates, as well as for reimbursement of any out-of-pocket expenses incurred by the Company’s insiders, officers and directors in connection with activities as described below. The allocation of the net proceeds available to the Company outside of the Trust Account, along with the interest earned on the funds held in the Trust Account available to pay for the Company’s income and other tax liabilities, represents the best estimate of the intended uses of these funds. In the event that the Company’s assumptions prove to be inaccurate, the Company may reallocate some of such proceeds within the above-described categories. If the estimate of the costs of undertaking due diligence and negotiating the Initial Business Combination is less than the actual amount necessary to do so, or the amount of interest available to the Company from the Trust Account is insufficient, the Company may be required to raise additional capital, the amount, availability and cost of which is currently unascertainable. In this event, the Company could seek such additional capital through loans or additional investments from the Sponsor or third parties. The Sponsor and/or founding stockholders may, but are not obligated to, loan funds as may be required. Such loans would be evidenced by promissory notes that would either be paid upon consummation of the Initial Business Combination, or, with respect to certain of such notes, at such lender’s discretion , 0.50 The Company will likely use substantially all of the net proceeds of the Initial Public Offering, the Private Placement and the sale of the Additional Private Placement Warrants, including the funds held in the Trust Account, in connection with the Initial Business Combination and to pay for expenses relating thereto, including the deferred underwriting discounts and commissions payable to the underwriters in an amount equal to 3.5 To the extent the Company is unable to consummate an Initial Business Combination, the Company will pay the costs of liquidation from the remaining assets outside of the Trust Account. If such funds are insufficient, the Sponsor has agreed to pay the funds necessary to complete such liquidation and has agreed not to seek repayment of such expenses. Risks and Uncertainties 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 Department”) has been given authority to provide regulations and other guidance to carry out and prevent the abuse or avoidance of the excise tax. Any share redemption or other share 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 will depend on a number of factors, including (i) the fair market value of the redemptions and repurchases in connection with the Initial Business Combination, extension or otherwise, (ii) the structure of a business combination, (iii) the nature and amount of any “PIPE” (Private Investment in Public Entity) 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 Department. 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. The Company will not use the proceeds placed in the Trust Account and the interest earned thereon to pay any excise taxes that may be imposed on it pursuant to any current, pending or future rules or laws, including without limitation any excise tax imposed under the IR Act, on any redemptions or stock buybacks by the Company. In June 2023, the Company’s stockholders redeemed 627,684 6,721,795 122,306 1,322,518 80,443 1 Use of Funds Restricted for Payment of Taxes In February 2024, the Company withdrew $ 40,050 104,305 90,000 90,000 Going Concern As of March 31, 2024, the Company had $ 50,121 3,085,779 106,446 225,101 The accompanying financial statements have been prepared on the basis that the Company will continue as a going concern, which assumes the realization of assets and the satisfaction of liabilities in the normal course of business. As of March 31, 2024, the Company had not commenced any operations. All activity for the period from March 1, 2021 (inception) through March 31, 2024 relates to the Company’s formation, Initial Public Offering and identifying a target company for a business combination. The Company will not generate any operating revenues until after the completion of the Initial Business Combination, at the earliest. The Company generates 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’s ability to commence operations is contingent upon consummating a business combination. Management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering, although substantially all of the net proceeds are intended to be applied generally toward consummating a business combination. Although management has been successful to date in raising necessary funding, there can be no assurance that any required future financing can be successfully completed. Additionally, the Company does not currently have sufficient working capital. Furthermore, the Company’s ability to consummate an Initial Business Combination within the contractual time period is uncertain. The Company currently has until June 17, 2024 to consummate the Initial Business Combination. The Company will not be able to consummate an Initial Business Combination by June 17, 2024. Based on these circumstances, management has determined that there is substantial doubt about the Company’s ability to continue as a going concern due to the uncertainty of liquidity requirements and the mandatory liquidation date within one year. Our plan to address the June 17, 2024 liquidation is to seek stockholder approval for, and to file, an amendment to the Certificate of Incorporation. Pursuant to a definitive proxy statement filed with the Securities and Exchange Commission (“SEC”) on May 13, 2024, we are proposing to amend our Certificate of Incorporation to extend the Termination Date from June 17, 2024 to July 17, 2024 (the “Charter Extension Date”) upon the deposit into the Trust Account of $ 30,000 |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND NEW ACCOUNTING STANDARDS | 3 Months Ended |
Mar. 31, 2024 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND NEW ACCOUNTING STANDARDS | NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND NEW ACCOUNTING STANDARDS Basis of Presentation The accompanying unaudited condensed financial statements have been prepared and presented in accordance with U.S. GAAP and pursuant to the rules and regulations of the SEC. In the opinion of management, these unaudited condensed financial statements include all adjustments necessary for a fair statement of the financial position, results of operations and cash flows of the Company, and the adjustments are of a normal and recurring nature. Unaudited Interim Financial Statements In the opinion of the Company, the unaudited financial statements contain all adjustments, consisting of only normal recurring adjustments, necessary for a fair statement of its financial position as of March 31, 2024, and its results of operations for the three months ended March 31, 2024. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, as filed with the SEC on April 15, 2024, which contains the audited financial statements and notes thereto. The financial information as of December 31, 2023, is derived from the audited financial statements presented in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023. The interim results for the three months ended March 31, 2024, are not necessarily indicative of the results to be expected for the year ending December 31, 2024, 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 of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and 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 Securities Exchange Act of 1934, as amended (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 unaudited 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 financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Cash and cash equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of March 31, 2024 and December 31, 2023. Cash Held in Trust Account Following the closing of the Initial Public Offering on September 17, 2021, and the underwriters’ exercise of their over-allotment option in full on September 23, 2021, an aggregate amount of $ 116,150,000 100 Common Stock Subject to Possible Redemption The Company accounts for its Common Stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Common Stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable Common Stock (including Common Stock that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, Common Stock is classified as stockholders’ equity. The Company’s Common Stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, Common Stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable shares to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable shares are effected by charges against additional paid-in capital and accumulated deficit. Public and Private Warrants We account for our Public Warrants and Private Placement Warrants as equity-classified instruments, based on an assessment of the warrant’s specific terms and applicable authoritative guidance in ASC 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own Common Stock, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. In that respect, the Private Placement Warrants, as well as any warrants the Company issues to the Sponsor, officers, directors, initial stockholders or their affiliates in payment of working capital loans made to the Company, were identical to the warrants underlying the Units offered in the Initial Public Offering. Rights The Company accounts for its Rights as equity-classified instruments based on an assessment of the Rights’ specific terms and applicable authoritative guidance in ASC 480 and ASC 815. The assessment considers whether the Rights are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the Rights meet all the requirements for equity classification under ASC 815, including whether the Rights are indexed to the Company’s own Common Stock, among other conditions for the equity classification. This assessment, which requires the use of professional judgement, is conducted at the time of Rights issuance. Each Right may be traded separately. If the Company is unable to complete an Initial Business Combination within the required time period and the Company liquidates the funds held in the Trust Account, holders of Rights will not receive any such funds for their Rights, and the Rights will expire worthless. The Company has not considered the effect of Rights sold in the Initial Public Offering and the Private Placement to purchase shares of Common Stock, since the exercise of the Rights are contingent upon the occurrence of future events. Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of March 31, 2024 and December 31, 2023. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities. While ASC 740 identifies usage of an effective annual tax rate for purposes of an interim provision, it does allow for estimating individual elements in the current period if they are significant, unusual or infrequent. Computing the effective tax rate for the Company is complicated due to the potential impact of the timing of any Business Combination expenses and the actual interest income that will be recognized during the year. The Company has taken a position as to the calculation of income tax expense in a current period based on ASC 740-270-25-3 which states, “If an entity is unable to estimate a part of its ordinary income (or loss) or the related tax (benefit) but is otherwise able to make a reasonable estimate, the tax (or benefit) applicable to the item that cannot be estimated shall be reported in the interim period in which the item is reported.” The Company believes its calculation to be a reliable estimate and allows it to properly take into account the usual elements that can impact its annualized book income and its impact on the effective tax rate. As such, the Company is computing its taxable income (loss) and associated income tax provision based on actual results through March 31, 2024. The Company’s effective tax rate was (29.1) (12.2) 21 Franchise Taxes The Company is subject to franchise tax filing requirements in the State of Delaware. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in financial institutions, 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 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature. Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. U.S. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at March 31, 2024 and December 31, 2023 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: SCHEDULE OF FAIR VALUE MEASUREMENT ON RECURRING BASIC Fair value measurements at reporting date using: Description Fair Value Quoted Significant Significant Assets: Cash held in Trust Account at March 31, 2024 $ 12,715,682 $ 12,715,682 $ - $ - Cash held in Trust Account at December 31, 2023 $ 12,453,412 $ 12,453,412 $ - $ - In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. Net Loss Per Common Share Net loss per share is computed by dividing net loss by the weighted average number of common shares outstanding during the reporting period. Diluted earnings per share is computed like basic earnings per share, except the weighted average number of common shares outstanding are increased to include additional shares from the assumed exercise of share options, if dilutive. The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, Earnings Per Share. The Statements of Operations include a presentation of loss per redeemable share and loss per non-redeemable share following the two-class method of income per share. In order to determine the net loss attributable to both the redeemable shares and non-redeemable shares, the Company first considered the total loss allocable to both sets of shares. This is calculated using the total net loss less any dividends paid. For purposes of calculating net loss per share, any remeasurement of the ordinary 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 0% for the redeemable Public Shares and 100% for the non-redeemable shares, reflective of the respective participation rights, for the three months ended March 31, 2024. The loss per share presented in the statement of operations is based on the following: SCHEDULE OF EARNINGS PER SHARE For the Three Months Ended March 31, 2024 Common shares subject to redemption Non-redeemable Common Shares Basic and diluted net loss per share Numerator: Allocation of net loss - (106,446 ) Denominator: Weighted-average shares outstanding 1,143,123 2,875,000 Basic and diluted net loss per share $ - $ (0.04 ) For the Three Months Ended March 31, 2023 Common shares subject to redemption Non-redeemable Common Shares Basic and diluted net loss per share Numerator: Allocation of net loss - (404,527 ) Denominator: Weighted-average shares outstanding 1,893,113 2,875,000 Basic and diluted net loss per share $ - $ (0.14 ) The Company has not considered the effect of Warrants and Rights sold in the Initial Public Offering and the Private Placement to purchase 11,966,667 Recent Accounting Pronouncements In June 2022, the Financial Accounting Standards Board issued Accounting Standards Update (“ASU”) 2022-03, Fair Value Measurement (Topic 820) (“ASU 2022-03”). The amendments in ASU 2022-03 clarify that a contractual restriction on the sale of an equity security is not considered part of the unit of account of the equity security and, therefore, is not considered in measuring fair value. The amendments also clarify that an entity cannot, as a separate unit of account, recognize and measure a contractual sale restriction. The amendments in this Update also require additional disclosures for equity securities subject to contractual sale restrictions. The provisions in this Update are effective for fiscal years beginning after December 15, 2023 for public business entities. Early adoption is permitted. The Company does not expect to early adopt this ASU. The Company is currently evaluating the impact of adopting this guidance on the balance sheets, results of operations and cash flows. ASU 2023-09 requires disaggregated information about a reporting entity’s effective tax rate reconciliation as well as information on income taxes paid. The new standard is effective for public entities with annual periods beginning after December 15, 2024, with early adoption permitted and should be applied prospectively with the option of retrospective application. The Company does not expect to early adopt this ASU. The Company is currently evaluating the impact of adopting this guidance on the balance sheets, results of operations and cash flows. The Company does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements. |
INITIAL PUBLIC OFFERING
INITIAL PUBLIC OFFERING | 3 Months Ended |
Mar. 31, 2024 | |
Initial Public Offering | |
INITIAL PUBLIC OFFERING | NOTE 3 - INITIAL PUBLIC OFFERING Pursuant to the Initial Public Offering, on September 17, 2021, the Company sold 10,000,000 10.00 100,000,000 11,500,000 115,000,000 Each Unit consists of one share of Common Stock, one Right and one Public Warrant. Each Right entitles the holder thereof to receive one-fifteenth (1/15) of one share of Common Stock upon the consummation of an Initial Business Combination. Each redeemable Public Warrant entitles the holder to purchase one half (1/2) of one share of Common Stock at a price of $ 11.50 In connection with its Initial Public Offering, the Company incurred offering costs of $ 2,923,969 2,400,000 523,969 4,025,000 |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 3 Months Ended |
Mar. 31, 2024 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 4 – RELATED PARTY TRANSACTIONS Sponsor Shares On March 16, 2021, our Sponsor purchased 2,875,000 25,000 Prior to the effective date of the registration statement filed in connection with the Initial Public Offering, the Company entered into agreements with its directors in connection with their board service and certain members of its advisory board in connection with their advisory board service for its Sponsor to transfer an aggregate of 277,576 60,000 337,576 34 Private Placement Warrants Our Sponsor purchased from us an aggregate of 10,900,000 0.50 5,450,000 3,450,000 10.10 March 2021 Promissory Note – Related Party On March 16, 2021, the Company issued an unsecured promissory note to the Sponsor (extended by amendment in March 2022 to the consummation of an Initial Business Combination) (the “March 2021 Promissory Note”), pursuant to which the Company could borrow up to an aggregate principal amount of $ 300,000 300,000 0.50 11.50 The Company analyzed the conversion feature of the March 2021 Promissory Note into private warrants under ASC 815, Derivatives and Hedging Contingencies Distinguishing Liabilities from Equity Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40). October 2023 Promissory Note – Related Party On October 31, 2023, the Company issued an unsecured promissory note to the Sponsor (the “October 2023 Promissory Note”), pursuant to which the Company may borrow up to an aggregate principal amount of $ 1,000,000 78,500 The October 2023 Promissory Note does not bear interest and matures upon the closing of the Initial Business Combination. In the event that the Company does not consummate an Initial Business Combination, the October 2023 Promissory Note will be repaid only from amounts remaining outside of the Trust Account, if any. Extension Notes – Related Party As previously disclosed, on December 5, 2022, the Company issued the First Extension Note to the Sponsor, pursuant to which the Sponsor agreed to loan to the Company up to $ 750,000 0.50 750,000 As previously disclosed, in connection with the approval of the June 2023 Extension Amendment on June 12, 2023, on June 13, 2023, the Company issued the Second Extension Note to the Sponsor, pursuant to which the Sponsor agreed to loan to the Company up to $ 390,000 0.50 390,000 As previously disclosed, in connection with the approval of the November 2023 Extension Amendment on November 30, 2023, on December 13, 2023, the Company issued the Third Extension Note to the Sponsor, pursuant to which the Sponsor agreed to loan to the Company up to $ 330,000 220,000 55,000 Through the date of this report, the Company has effected drawdowns of an aggregate of $ 1,470,000 The Company analyzed the conversion feature of the First and Second Extension Notes into private warrants under ASC 815, Derivatives and Hedging Contingencies Distinguishing Liabilities from Equity Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40). Administrative Support Agreement The Company entered into an agreement to pay our Sponsor a monthly fee of $ 10,000 255,000 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 3 Months Ended |
Mar. 31, 2024 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 5 – COMMITMENTS AND CONTINGENCIES Registration Rights The holders of the Founder Shares are entitled to registration rights pursuant to a registration rights agreement signed on the effective date of the Initial Public Offering. The holders of the majority of these securities are entitled to make up to three demands that the Company register such securities. The holders of the majority of the Founder Shares can elect to exercise these registration rights at any time commencing three months prior to the date on which the Founder Shares are to be released from escrow. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to our consummation of our Initial Business Combination. Underwriting Agreement The Company granted the underwriters a 45-day option from the date of its prospectus to purchase up to 1,500,000 1,500,000 15,000,000 The underwriters received a cash underwriting discount of $ 0.20 2,300,000 100,000 Finder’s Fee Agreement On July 12, 2022, the Company entered into a finder’s fee agreement with a third-party finder (“Finder”), payable only upon the successful consummation of an Initial Business Combination with a merger target company identified and introduced by the Finder and acknowledged by the Company in writing during the retention period, which shall be one year after origination and will continue for one year after such period, unless terminated earlier. For purposes of the agreement, the finder’s fee shall be calculated as 1% of the sum of any cash and noncash consideration actually delivered and paid in connection with an Initial Business Combination. Agent Agreement On July 19, 2022, the Company entered an agent agreement with a FINRA registered broker-dealer (“Agent”), by which the Company engaged the Agent as its non-exclusive agent to use commercially reasonable efforts to refer the Company to potential target companies for an Initial Business Combination. If the Company completes a transaction with any such target company referred to by the Agent within 18 months after such referral, the Agent shall be paid a success fee based upon the transaction value, which shall become due and payable concurrently with the Initial Business Combination. Chardan Capital Markets, LLC M&A / Capital Markets Advisory Agreement On July 23, 2022, the Company entered a M&A/Capital Markets Advisory Agreement (“M&A Agreement”) with Chardan Capital Markets, LLC (“Chardan”), by which Chardan shall assist and advise the Company in completing an Initial Business Combination. In the event an Initial Business Combination is consummated during the term of the M&A Agreement, the Company shall pay to Chardan at the closing of the Initial Business Combination a fee (the “M&A Fee”) as described below. If the M&A Fee is to be based on the “Aggregate Value” of an Initial Business Combination, such term means, without duplication, an amount equal to the sum of the aggregate value of any securities issued, promissory notes delivered by the Company to a target company in connection with an Initial Business Combination, and any other cash and non-cash consideration (using such values as set forth in such Initial Business Combination’s definitive agreement) delivered and paid in connection with an Initial Business Combination, and the amount of all debt and debt-like instruments of the target company immediately prior to closing that (a) are assumed or acquired by the Company or (b) retired or defeased in connection with such business combination less any amounts of a financing relating to such Initial Business Combination (a “Financing”) that are the basis of a Financing Fee (as defined below). Even if an Initial Business Combination is not consummated prior to the expiration or termination of the M&A Agreement, Chardan shall be entitled to the full M&A Fee with respect to any transaction consummated involving a party introduced to the Company by Chardan (an “Introduced Party”) that occurs within 18 months of the expiration or termination of the M&A Agreement or within 12 months of the expiration or termination of the M&A Agreement for any party not deemed an Introduced Party. In the event an Initial Business Combination is consummated involving a party other than an Introduced Party, the Company will pay to Chardan an M&A Fee equal to the greater of $ 800,000 1 ● 3% of the first $ 100 ● 2% of the Aggregate Value greater than $ 100 200 ● 1% of the Aggregate Value greater than $ 200 The M&A Fee will be paid either in cash out of the flow of funds from the Trust Account or in registered and free trading securities of the Company, as the parties may agree. The Company will pay a cash fee equal to 5 1 The Company will pay Chardan up to $ 150,000 As of March 31, 2024 and December 31, 2023, the Company recorded deferred underwriting commissions of $ 4,025,000 |
COMMON STOCK SUBJECT TO POSSIBL
COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION | 3 Months Ended |
Mar. 31, 2024 | |
Common Stock Subject To Possible Redemption | |
COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION | NOTE 6 – COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION The Company’s Common Stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, Common Stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet. The following is a reconciliation of the Company’s Common Stock subject to possible redemption as of March 31, 2024 and December 31, 2023: SCHEDULE OF COMMON STOCK REDEMPTION Common Shares Subject to Possible Balance, December 31, 2022 $ 19,571,562 Deposits to Trust Account 1,070,000 Remeasurement of common stock subject to possible redemption 755,103 Taxes withdrawn from Trust Account (898,940 ) Redemption of common stock (8,044,313 ) Balance, December 31, 2023 12,453,412 Deposits to Trust Account 165,000 Taxes withdrawn from Trust Account (40,050 ) Remeasurement of common stock subject to possible redemption 137,320 Balance, March 31, 2024 $ 12,715,682 |
STOCKHOLDERS_ DEFICIT
STOCKHOLDERS’ DEFICIT | 3 Months Ended |
Mar. 31, 2024 | |
Equity [Abstract] | |
STOCKHOLDERS’ DEFICIT | NOTE 7 – STOCKHOLDERS’ DEFICIT Common Stock The Company’s Certificate of Incorporation authorizes the issuance of 100,000,000 0.0001 1,000,000 0.0001 In March 2021, the Company issued 2,875,000 0.01 25,000 no Rights The registration statement pursuant to which the Company registered its securities offered in the Initial Public Offering was declared effective on September 14, 2021. On September 17, 2021, the Company consummated its Initial Public Offering of 10,000,000 0.0001 11.50 Public Warrants Each redeemable warrant entitles the registered holder to purchase one half of one share of Common Stock at a price of $ 11.50 The Company may call the outstanding warrants for redemption (excluding the Private Placement Warrants and warrants that may be issued upon conversion of working capital loans), in whole and not in part, at a price of $ 0.01 ● at any time while the warrants are exercisable; ● upon not less than 30 days’ prior written notice of redemption to each warrant holder; ● if, and only if, the reported last sale price of the shares of Common Stock equals or exceeds $ 16.50 ● if, and only if, there is a current registration statement in effect with respect to the shares of 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 right to exercise will be forfeited unless the warrants are exercised prior to the date specified in the notice of redemption. On and after the redemption date, a record holder of a warrant will have no further rights except to receive the redemption price for such holder’s warrant upon surrender of such warrant. The redemption criteria for our warrants have been established at a price which is intended to provide warrant holders a reasonable premium to the initial exercise price and provide a sufficient differential between the then-prevailing share price and the warrant exercise price so that if the share price declines as a result of our redemption call, the redemption will not cause the share price to drop below the exercise price of the warrants. If the Company calls the warrants for redemption as described above, management of the Company will have the option to require all holders that wish to exercise warrants to do so on a “cashless basis.” In addition, if (x) the Company issues additional shares of Common Stock or equity-linked securities for capital raising purposes in connection with the closing of the Initial Business Combination at an issue price or effective issue price of less than $ 9.50 The Private Placement Warrants, as well as any warrants the Company issues to the Sponsor, officers, directors, initial stockholders or their affiliates in payment of working capital loans made to the Company, will be identical to the warrants underlying the Units being offered in the Initial Public Offering. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 3 Months Ended |
Mar. 31, 2024 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 8 – SUBSEQUENT EVENTS Management 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, other than as set forth below, management did not identify any subsequent events that would have required adjustment or disclosure in the financial statements. April Extension On April 16, 2024, the Company effected the fifth drawdown of $ 55,000 0.0001 Initial Public Offering (a) the vote to approve the Charter Extension Amendment or (b) Business Combination Agreement On May 9, 2024, the Company entered into a Business Combination Agreement (the “Business Combination Agreement”), by and among WinVest, WinVest Merger Sub I, LLC, a Delaware limited liability company and wholly owned subsidiary of WinVest, WinVest Merger Sub II, LLC, a Delaware limited liability company and wholly owned subsidiary of WinVest, Xtribe P.L.C., a public limited company incorporated and registered in England and Wales with number 07878011 (“Xtribe PLC”), and Xtribe Group, LLC, a Delaware limited liability company and wholly-owned subsidiary of Xtribe PLC. Capitalized terms used and not otherwise defined have the meanings set forth in the Business Combination Agreement. The Business Combination Agreement and transactions contemplated therein were approved by the Company’s board of directors and the board of directors of Xtribe PLC. Special Meeting of Stockholders On May 13, 2024, the Company filed a definitive proxy statement with the SEC to amend its Certificate of Incorporation to extend the Termination Date from June 17, 2024 to the Charter Extension Date upon the deposit into the Trust Account of $30,000, to be loaned to the Company by the Sponsor or one or more of its affiliates, members or third-party designees, and to allow the Company, without another stockholder vote, to elect to extend the Termination Date to for up to five Additional Extensions, by resolution of the Company’s board of directors, if requested by the Company’s Sponsor, and upon five days’ advance notice prior to the applicable Termination Date, until December 17, 2024, or a total of up to six months after June 17, 2024, unless the closing of an Initial Business Combination shall have occurred prior thereto, subject to the deposit of an additional $ 30,000 May Extension On May 15 55,000 Promissory Note Drawdown The Sponsor plans to draw down approximately $ 90,000 on the October 2023 Promissory Note to replenish the Company’s operating account for funds to be used for tax obligations previously withdrawn from the Trust Account and inadvertently used for payments of general operating expenses. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND NEW ACCOUNTING STANDARDS (Policies) | 3 Months Ended |
Mar. 31, 2024 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed financial statements have been prepared and presented in accordance with U.S. GAAP and pursuant to the rules and regulations of the SEC. In the opinion of management, these unaudited condensed financial statements include all adjustments necessary for a fair statement of the financial position, results of operations and cash flows of the Company, and the adjustments are of a normal and recurring nature. |
Unaudited Interim Financial Statements | Unaudited Interim Financial Statements In the opinion of the Company, the unaudited financial statements contain all adjustments, consisting of only normal recurring adjustments, necessary for a fair statement of its financial position as of March 31, 2024, and its results of operations for the three months ended March 31, 2024. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, as filed with the SEC on April 15, 2024, which contains the audited financial statements and notes thereto. The financial information as of December 31, 2023, is derived from the audited financial statements presented in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023. The interim results for the three months ended March 31, 2024, are not necessarily indicative of the results to be expected for the year ending December 31, 2024, 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 of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and 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 Securities Exchange Act of 1934, as amended (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 unaudited 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 financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. |
Cash and cash equivalents | Cash and cash equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of March 31, 2024 and December 31, 2023. |
Cash Held in Trust Account | Cash Held in Trust Account Following the closing of the Initial Public Offering on September 17, 2021, and the underwriters’ exercise of their over-allotment option in full on September 23, 2021, an aggregate amount of $ 116,150,000 100 |
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 ASC Topic 480 “Distinguishing Liabilities from Equity.” Common Stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable Common Stock (including Common Stock that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, Common Stock is classified as stockholders’ equity. The Company’s Common Stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, Common Stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable shares to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable shares are effected by charges against additional paid-in capital and accumulated deficit. |
Public and Private Warrants | Public and Private Warrants We account for our Public Warrants and Private Placement Warrants as equity-classified instruments, based on an assessment of the warrant’s specific terms and applicable authoritative guidance in ASC 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own Common Stock, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. In that respect, the Private Placement Warrants, as well as any warrants the Company issues to the Sponsor, officers, directors, initial stockholders or their affiliates in payment of working capital loans made to the Company, were identical to the warrants underlying the Units offered in the Initial Public Offering. |
Rights | Rights The Company accounts for its Rights as equity-classified instruments based on an assessment of the Rights’ specific terms and applicable authoritative guidance in ASC 480 and ASC 815. The assessment considers whether the Rights are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the Rights meet all the requirements for equity classification under ASC 815, including whether the Rights are indexed to the Company’s own Common Stock, among other conditions for the equity classification. This assessment, which requires the use of professional judgement, is conducted at the time of Rights issuance. Each Right may be traded separately. If the Company is unable to complete an Initial Business Combination within the required time period and the Company liquidates the funds held in the Trust Account, holders of Rights will not receive any such funds for their Rights, and the Rights will expire worthless. The Company has not considered the effect of Rights sold in the Initial Public Offering and the Private Placement to purchase shares of Common Stock, since the exercise of the Rights are contingent upon the occurrence of future events. |
Income Taxes | Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of March 31, 2024 and December 31, 2023. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities. While ASC 740 identifies usage of an effective annual tax rate for purposes of an interim provision, it does allow for estimating individual elements in the current period if they are significant, unusual or infrequent. Computing the effective tax rate for the Company is complicated due to the potential impact of the timing of any Business Combination expenses and the actual interest income that will be recognized during the year. The Company has taken a position as to the calculation of income tax expense in a current period based on ASC 740-270-25-3 which states, “If an entity is unable to estimate a part of its ordinary income (or loss) or the related tax (benefit) but is otherwise able to make a reasonable estimate, the tax (or benefit) applicable to the item that cannot be estimated shall be reported in the interim period in which the item is reported.” The Company believes its calculation to be a reliable estimate and allows it to properly take into account the usual elements that can impact its annualized book income and its impact on the effective tax rate. As such, the Company is computing its taxable income (loss) and associated income tax provision based on actual results through March 31, 2024. The Company’s effective tax rate was (29.1) (12.2) 21 |
Franchise Taxes | Franchise Taxes The Company is subject to franchise tax filing requirements in the State of Delaware. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in financial institutions, 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 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature. |
Fair Value Measurements | Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. U.S. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at March 31, 2024 and December 31, 2023 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: SCHEDULE OF FAIR VALUE MEASUREMENT ON RECURRING BASIC Fair value measurements at reporting date using: Description Fair Value Quoted Significant Significant Assets: Cash held in Trust Account at March 31, 2024 $ 12,715,682 $ 12,715,682 $ - $ - Cash held in Trust Account at December 31, 2023 $ 12,453,412 $ 12,453,412 $ - $ - In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. |
Net Loss Per Common Share | Net Loss Per Common Share Net loss per share is computed by dividing net loss by the weighted average number of common shares outstanding during the reporting period. Diluted earnings per share is computed like basic earnings per share, except the weighted average number of common shares outstanding are increased to include additional shares from the assumed exercise of share options, if dilutive. The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, Earnings Per Share. The Statements of Operations include a presentation of loss per redeemable share and loss per non-redeemable share following the two-class method of income per share. In order to determine the net loss attributable to both the redeemable shares and non-redeemable shares, the Company first considered the total loss allocable to both sets of shares. This is calculated using the total net loss less any dividends paid. For purposes of calculating net loss per share, any remeasurement of the ordinary 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 0% for the redeemable Public Shares and 100% for the non-redeemable shares, reflective of the respective participation rights, for the three months ended March 31, 2024. The loss per share presented in the statement of operations is based on the following: SCHEDULE OF EARNINGS PER SHARE For the Three Months Ended March 31, 2024 Common shares subject to redemption Non-redeemable Common Shares Basic and diluted net loss per share Numerator: Allocation of net loss - (106,446 ) Denominator: Weighted-average shares outstanding 1,143,123 2,875,000 Basic and diluted net loss per share $ - $ (0.04 ) For the Three Months Ended March 31, 2023 Common shares subject to redemption Non-redeemable Common Shares Basic and diluted net loss per share Numerator: Allocation of net loss - (404,527 ) Denominator: Weighted-average shares outstanding 1,893,113 2,875,000 Basic and diluted net loss per share $ - $ (0.14 ) The Company has not considered the effect of Warrants and Rights sold in the Initial Public Offering and the Private Placement to purchase 11,966,667 |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In June 2022, the Financial Accounting Standards Board issued Accounting Standards Update (“ASU”) 2022-03, Fair Value Measurement (Topic 820) (“ASU 2022-03”). The amendments in ASU 2022-03 clarify that a contractual restriction on the sale of an equity security is not considered part of the unit of account of the equity security and, therefore, is not considered in measuring fair value. The amendments also clarify that an entity cannot, as a separate unit of account, recognize and measure a contractual sale restriction. The amendments in this Update also require additional disclosures for equity securities subject to contractual sale restrictions. The provisions in this Update are effective for fiscal years beginning after December 15, 2023 for public business entities. Early adoption is permitted. The Company does not expect to early adopt this ASU. The Company is currently evaluating the impact of adopting this guidance on the balance sheets, results of operations and cash flows. ASU 2023-09 requires disaggregated information about a reporting entity’s effective tax rate reconciliation as well as information on income taxes paid. The new standard is effective for public entities with annual periods beginning after December 15, 2024, with early adoption permitted and should be applied prospectively with the option of retrospective application. The Company does not expect to early adopt this ASU. The Company is currently evaluating the impact of adopting this guidance on the balance sheets, results of operations and cash flows. The Company does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND NEW ACCOUNTING STANDARDS (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Accounting Policies [Abstract] | |
SCHEDULE OF FAIR VALUE MEASUREMENT ON RECURRING BASIC | The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at March 31, 2024 and December 31, 2023 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: SCHEDULE OF FAIR VALUE MEASUREMENT ON RECURRING BASIC Fair value measurements at reporting date using: Description Fair Value Quoted Significant Significant Assets: Cash held in Trust Account at March 31, 2024 $ 12,715,682 $ 12,715,682 $ - $ - Cash held in Trust Account at December 31, 2023 $ 12,453,412 $ 12,453,412 $ - $ - |
SCHEDULE OF EARNINGS PER SHARE | The loss per share presented in the statement of operations is based on the following: SCHEDULE OF EARNINGS PER SHARE For the Three Months Ended March 31, 2024 Common shares subject to redemption Non-redeemable Common Shares Basic and diluted net loss per share Numerator: Allocation of net loss - (106,446 ) Denominator: Weighted-average shares outstanding 1,143,123 2,875,000 Basic and diluted net loss per share $ - $ (0.04 ) For the Three Months Ended March 31, 2023 Common shares subject to redemption Non-redeemable Common Shares Basic and diluted net loss per share Numerator: Allocation of net loss - (404,527 ) Denominator: Weighted-average shares outstanding 1,893,113 2,875,000 Basic and diluted net loss per share $ - $ (0.14 ) |
COMMON STOCK SUBJECT TO POSSI_2
COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Common Stock Subject To Possible Redemption | |
SCHEDULE OF COMMON STOCK REDEMPTION | The following is a reconciliation of the Company’s Common Stock subject to possible redemption as of March 31, 2024 and December 31, 2023: SCHEDULE OF COMMON STOCK REDEMPTION Common Shares Subject to Possible Balance, December 31, 2022 $ 19,571,562 Deposits to Trust Account 1,070,000 Remeasurement of common stock subject to possible redemption 755,103 Taxes withdrawn from Trust Account (898,940 ) Redemption of common stock (8,044,313 ) Balance, December 31, 2023 12,453,412 Deposits to Trust Account 165,000 Taxes withdrawn from Trust Account (40,050 ) Remeasurement of common stock subject to possible redemption 137,320 Balance, March 31, 2024 $ 12,715,682 |
NATURE OF THE BUSINESS (Details
NATURE OF THE BUSINESS (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||||||||||||||||||
Jun. 12, 2023 | Nov. 30, 2022 | Aug. 16, 2022 | Sep. 27, 2021 | Sep. 23, 2021 | Sep. 23, 2021 | Sep. 17, 2021 | Sep. 17, 2021 | Feb. 29, 2024 | Nov. 30, 2023 | Jun. 30, 2023 | Feb. 28, 2023 | Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | May 17, 2024 | May 13, 2024 | Dec. 13, 2023 | Jun. 13, 2023 | Dec. 05, 2022 | Mar. 16, 2021 | |
Number of common shares issued | 10,000,000 | ||||||||||||||||||||
Common stock shares, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||||||||||
Exercise price | 11.50 | 11.50 | |||||||||||||||||||
Sale of stock price per share | 10 | $ 10 | |||||||||||||||||||
Gross proceeds | $ 100,000,000 | ||||||||||||||||||||
Proceeds from issuance initial public offering | $ 116,150,000 | ||||||||||||||||||||
Redemption percentage | 100% | ||||||||||||||||||||
Investment of cash in trust account | $ 125,000 | ||||||||||||||||||||
Redemption price per share | 11.50 | $ 11.50 | |||||||||||||||||||
Business combination tangible asset | $ 5,000,001 | ||||||||||||||||||||
Extension note related party | 1,360,000 | $ 1,195,000 | |||||||||||||||||||
Interest to pay | $ 100,000 | ||||||||||||||||||||
Percentage of deferred underwriting discounts and commissions payable to underwriters | 3.50% | ||||||||||||||||||||
[custom:EffectiveTaxDescription] | 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. | ||||||||||||||||||||
Public shares total | $ 6,721,795 | 8,044,313 | |||||||||||||||||||
Excise tax payable | $ 80,443 | $ 80,443 | |||||||||||||||||||
Excise tax liability percentage | 1% | 1% | |||||||||||||||||||
Interest from trust account to pay taxes | $ 40,050 | $ 104,305 | $ 40,050 | $ 149,851 | |||||||||||||||||
Other general expense | 90,000 | ||||||||||||||||||||
Working capital loan | 90,000 | ||||||||||||||||||||
Cash | 50,121 | $ 37,946 | |||||||||||||||||||
Working capital | 3,085,779 | ||||||||||||||||||||
Net loss | 106,446 | 404,527 | |||||||||||||||||||
Expenses from operating activities | $ 225,101 | 569,578 | |||||||||||||||||||
Win Vest SPAC LLC [Member] | |||||||||||||||||||||
Outstanding public shares redeemed percentage | 100% | ||||||||||||||||||||
Subsequent Event [Member] | |||||||||||||||||||||
Deposit trust account | $ 30,000 | ||||||||||||||||||||
Common Stock [Member] | |||||||||||||||||||||
Net loss | |||||||||||||||||||||
Extension Amendment [Member] | |||||||||||||||||||||
Number of common shares issued | 122,306 | ||||||||||||||||||||
Number of common shares, value | $ 1,322,518 | ||||||||||||||||||||
Extension Amendment [Member] | Subsequent Event [Member] | |||||||||||||||||||||
Deposits in trust account | $ 1 | ||||||||||||||||||||
Extension Amendment [Member] | Common Stock [Member] | |||||||||||||||||||||
Number of common shares issued | 627,684 | 9,606,887 | 122,306 | 627,684 | |||||||||||||||||
Redemption price per share | $ 10.71 | $ 10.20 | $ 10.81 | ||||||||||||||||||
Redemption amount | $ 6,721,795 | $ 98,000,000 | |||||||||||||||||||
Amount held in trust account | $ 13,551,331 | $ 19,600,000 | |||||||||||||||||||
Number of shares outstanding | 1,265,429 | 1,893,113 | |||||||||||||||||||
Deposit amount | $ 55,000 | ||||||||||||||||||||
Redemption amount | $ 1,322,518 | ||||||||||||||||||||
Number of common shares issued | 1,143,123 | ||||||||||||||||||||
Extension Amendment Proposal [Member] | Sponsor [Member] | |||||||||||||||||||||
Loan | $ 750,000 | ||||||||||||||||||||
Conversion price per share | $ 0.50 | ||||||||||||||||||||
Extension Amendment Proposal [Member] | Unsecured Promissory Note [Member] | |||||||||||||||||||||
Principal amount | $ 750,000 | ||||||||||||||||||||
Extension Amendment Proposal [Member] | Common Stock [Member] | |||||||||||||||||||||
Loan | $ 390,000 | ||||||||||||||||||||
Principal amount | $ 390,000 | ||||||||||||||||||||
Third Extension Amendment [Member] | Common Stock [Member] | |||||||||||||||||||||
Loan | $ 330,000 | ||||||||||||||||||||
Principal amount | $ 330,000 | ||||||||||||||||||||
Private Placement Warrants [Member] | |||||||||||||||||||||
Exercise price | 11.50 | 11.50 | $ 0.50 | ||||||||||||||||||
Sale of stock price per share | $ 0.50 | $ 0.50 | $ 10.10 | ||||||||||||||||||
Sale of stock number of shares issued in transaction | 10,000,000 | ||||||||||||||||||||
Proceeds from issuance of private placement | $ 5,000,000 | ||||||||||||||||||||
Redemption percentage | 100% | ||||||||||||||||||||
Conversion price per share | $ 0.50 | ||||||||||||||||||||
Deposits in trust account | $ 3,450,000 | ||||||||||||||||||||
Private Placement Warrants [Member] | Extension Amendment Proposal [Member] | Common Stock [Member] | |||||||||||||||||||||
Conversion price per share | $ 0.50 | ||||||||||||||||||||
Over-Allotment Option [Member] | |||||||||||||||||||||
Sale of stock price per share | $ 0.20 | ||||||||||||||||||||
Sale of stock number of shares issued in transaction | 11,500,000 | ||||||||||||||||||||
Stock issued during period shares stock options exercised | 1,500,000 | ||||||||||||||||||||
Proceeds from stock options exercised | $ 15,000,000 | ||||||||||||||||||||
Additional Private Placement Warrants [Member] | |||||||||||||||||||||
Sale of stock price per share | $ 0.50 | $ 0.50 | |||||||||||||||||||
Sale of stock number of shares issued in transaction | 900,000 | ||||||||||||||||||||
Proceeds from issuance of private placement | $ 450,000 | ||||||||||||||||||||
Proceeds from issuance initial public offering | $ 116,150,000 | ||||||||||||||||||||
IPO [Member] | |||||||||||||||||||||
Number of common shares issued | 10,000,000 | ||||||||||||||||||||
Sale of stock price per share | $ 10 | $ 10 | |||||||||||||||||||
Sale of stock number of shares issued in transaction | 10,000,000 | ||||||||||||||||||||
Proceeds from issuance initial public offering | $ 116,150,000 |
SCHEDULE OF FAIR VALUE MEASUREM
SCHEDULE OF FAIR VALUE MEASUREMENT ON RECURRING BASIC (Details) - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Platform Operator, Crypto Asset [Line Items] | ||
Marketable securities held in Trust Account | $ 12,715,682 | $ 12,453,412 |
Fair Value, Inputs, Level 1 [Member] | ||
Platform Operator, Crypto Asset [Line Items] | ||
Marketable securities held in Trust Account | 12,715,682 | 12,453,412 |
Fair Value, Inputs, Level 2 [Member] | ||
Platform Operator, Crypto Asset [Line Items] | ||
Marketable securities held in Trust Account | ||
Fair Value, Inputs, Level 3 [Member] | ||
Platform Operator, Crypto Asset [Line Items] | ||
Marketable securities held in Trust Account |
SCHEDULE OF EARNINGS PER SHARE
SCHEDULE OF EARNINGS PER SHARE (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Basic and diluted net loss per share | ||
Allocation of net loss | $ (106,446) | $ (404,527) |
Common Shares Subject To Redemption [Member] | ||
Basic and diluted net loss per share | ||
Allocation of net loss | ||
Weighted-average shares outstanding, basic | 1,143,123 | 1,893,113 |
Weighted-average shares outstanding, diluted | 1,143,123 | 1,893,113 |
Basic net loss per share | ||
Diluted net loss per share | ||
Non Redeemable Common Shares [Member] | ||
Basic and diluted net loss per share | ||
Allocation of net loss | $ (106,446) | $ (404,527) |
Weighted-average shares outstanding, basic | 2,875,000 | 2,875,000 |
Weighted-average shares outstanding, diluted | 2,875,000 | 2,875,000 |
Basic net loss per share | $ (0.04) | $ (0.14) |
Diluted net loss per share | $ (0.04) | $ (0.14) |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND NEW ACCOUNTING STANDARDS (Details Narrative) - USD ($) | 3 Months Ended | ||
Sep. 23, 2021 | Mar. 31, 2024 | Mar. 31, 2023 | |
Subsidiary, Sale of Stock [Line Items] | |||
Proceeds from initial public offering | $ 116,150,000 | ||
Redemption percentage | 100% | ||
Effective tax rate | (29.10%) | (12.20%) | |
Effective tax rate statutory tax rate | 21% | 21% | |
Cash FDIC | $ 250,000 | ||
Redemption description | Subsequent to calculating the total loss allocable to both sets of shares, the Company split the amount to be allocated using a ratio of 0% for the redeemable Public Shares and 100% for the non-redeemable shares, reflective of the respective participation rights, for the three months ended March 31, 2024. | ||
Shares purchased | 11,966,667 | ||
Private Placement Warrants [Member] | |||
Subsidiary, Sale of Stock [Line Items] | |||
Redemption percentage | 100% |
INITIAL PUBLIC OFFERING (Detail
INITIAL PUBLIC OFFERING (Details Narrative) - USD ($) | 3 Months Ended | |||
Sep. 23, 2021 | Sep. 17, 2021 | Mar. 31, 2024 | Dec. 31, 2023 | |
Subsidiary, Sale of Stock [Line Items] | ||||
Sale of stock price per share | $ 10 | |||
Warrant price per shares | $ 11.50 | |||
Deferred offering costs | $ 2,923,969 | |||
Underwriting expense | 2,400,000 | |||
Deferred underwriting commissions | 4,025,000 | $ 4,025,000 | ||
IPO [Member] | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Sale of stock number of shares issued in transaction | 10,000,000 | |||
Sale of stock price per share | $ 10 | |||
Sale of stock consideration received on transaction | $ 100,000,000 | |||
Sale of stock, description of transaction | Each Unit consists of one share of Common Stock, one Right and one Public Warrant. Each Right entitles the holder thereof to receive one-fifteenth (1/15) of one share of Common Stock upon the consummation of an Initial Business Combination. Each redeemable Public Warrant entitles the holder to purchase one half (1/2) of one share of Common Stock at a price of $11.50 per full share, subject to adjustment | |||
Deferred offering costs | $ 523,969 | |||
Over-Allotment Option [Member] | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Sale of stock number of shares issued in transaction | 11,500,000 | |||
Sale of stock price per share | $ 0.20 | |||
Sale of stock consideration received on transaction | $ 115,000,000 | $ 2,300,000 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | 3 Months Ended | |||||||
Sep. 17, 2021 | Mar. 16, 2021 | Mar. 31, 2024 | Dec. 31, 2023 | Nov. 30, 2023 | Oct. 31, 2023 | Jun. 13, 2023 | Dec. 05, 2022 | |
Related Party Transaction [Line Items] | ||||||||
Stock issued during period, shares | 10,000,000 | |||||||
Warrants purchase price | $ 11.50 | |||||||
Sale of stock price per share | 10 | |||||||
First extension note | $ 1,360,000 | $ 1,195,000 | ||||||
Professional fees | 10,000 | |||||||
Sponsor [Member] | Administrative Support Agreement [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Related party payables | 255,000 | |||||||
Related Party [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Related party payables | 255,000 | 225,000 | ||||||
Promissory Note [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Aggregate principal amount | $ 300,000 | |||||||
Promissory Note [Member] | Related Party [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Other receivables | 300,000 | 300,000 | ||||||
October 2023 Promissory Note [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Aggregate principal amount | $ 1,000,000 | |||||||
October 2023 Promissory Note [Member] | Related Party [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Promissory note related party | 78,500 | |||||||
First Extension Note [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Aggregate principal amount | $ 750,000 | |||||||
First extension note | 750,000 | 750,000 | ||||||
First Extension Note [Member] | Private Warrant [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Conversion price | $ 0.50 | |||||||
Second Extension Note [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Aggregate principal amount | $ 390,000 | |||||||
Conversion price | $ 0.50 | |||||||
First extension note | 390,000 | 390,000 | ||||||
Third Extension Note [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Aggregate principal amount | $ 330,000 | |||||||
First extension note | 220,000 | $ 55,000 | ||||||
Extension Note [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Aggregate principal amount | $ 1,470,000 | |||||||
Private Placement Warrants [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Warrants purchase of common stock, shares | 10,900,000 | |||||||
Warrants purchase price | 11.50 | $ 0.50 | ||||||
Issuance of warrants, value | $ 5,450,000 | |||||||
Amount deposit in trust account | $ 3,450,000 | |||||||
Sale of stock price per share | $ 0.50 | $ 10.10 | ||||||
Private Placement Warrants [Member] | March 2021 Promissory Note [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Common stock, conversion price | 0.50 | |||||||
Private Placement Warrants [Member] | March 2021 Promissory Note [Member] | Common Stock [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Warrants purchase price | $ 11.50 | |||||||
Sponsor [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Stock issued during period, shares | 2,875,000 | |||||||
Stock issued during period, value | $ 25,000 | |||||||
Director [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Stock issued during period, shares issued for services | 277,576 | |||||||
Certain Members [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Stock issued during period, shares issued for services | 60,000 | |||||||
Directors and Certain Members [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Capital contribution for transfer of founder shares to directors and advisors, shares | 337,576 | |||||||
Fair value of shares issued | $ 34 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) | 3 Months Ended | |||||
Jul. 23, 2022 | Sep. 27, 2021 | Sep. 23, 2021 | Mar. 31, 2024 | Dec. 31, 2023 | Sep. 17, 2021 | |
Loss Contingencies [Line Items] | ||||||
Underwriting discount | $ 10 | |||||
Percentage of aggregate sales price of securities sold | 5% | |||||
Deferred underwriting commissions | $ 4,025,000 | $ 4,025,000 | ||||
Aggregrate 3% [Member] | ||||||
Loss Contingencies [Line Items] | ||||||
Aggregrate value | $ 100,000,000 | |||||
Aggregrate 3% [Member] | Maximum [Member] | ||||||
Loss Contingencies [Line Items] | ||||||
Aggregrate value | 200,000,000 | |||||
Aggregrate 2% [Member] | Minimum [Member] | ||||||
Loss Contingencies [Line Items] | ||||||
Aggregrate value | 100,000,000 | |||||
Aggregrate 1 % [Member] | ||||||
Loss Contingencies [Line Items] | ||||||
Aggregrate value | 200,000,000 | |||||
Chardan [Member] | ||||||
Loss Contingencies [Line Items] | ||||||
Management fee | $ 800,000 | |||||
Percentage of aggregate value of initial public combination | 1% | |||||
Chardan [Member] | Maximum [Member] | ||||||
Loss Contingencies [Line Items] | ||||||
Aggregrate reimbursable out of pocket expenses | $ 150,000 | |||||
Over-Allotment Option [Member] | ||||||
Loss Contingencies [Line Items] | ||||||
Sale private placement warrants | 11,500,000 | |||||
Underwriting discount | $ 0.20 | |||||
Sale of Stock, Consideration Received on Transaction | $ 115,000,000 | $ 2,300,000 | ||||
Offering expenses | $ 100,000 | |||||
Public or Private Securities [Member] | ||||||
Loss Contingencies [Line Items] | ||||||
Percentage of aggregate sales price of securities sold | 1% | |||||
Underwriters [Member] | ||||||
Loss Contingencies [Line Items] | ||||||
Shares for future issuance | 1,500,000 | |||||
Underwriters [Member] | Over-Allotment Option [Member] | ||||||
Loss Contingencies [Line Items] | ||||||
Sale private placement warrants | 1,500,000 | |||||
Proceeds from sale of stock | $ 15,000,000 |
SCHEDULE OF COMMON STOCK REDEMP
SCHEDULE OF COMMON STOCK REDEMPTION (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Mar. 31, 2024 | Dec. 31, 2023 | |
Common Stock Subject To Possible Redemption | |||
Balance, December 31, 2021 | $ 12,453,412 | $ 19,571,562 | |
Deposits to Trust Account | 165,000 | 1,070,000 | |
Remeasurement of common stock subject to possible redemption | 137,320 | 755,103 | |
Taxes withdrawn from Trust Account | (40,050) | (898,940) | |
Redemption of common stock | $ (6,721,795) | (8,044,313) | |
Balance, December 31, 2021 | $ 12,715,682 | $ 12,453,412 |
STOCKHOLDERS_ DEFICIT (Details
STOCKHOLDERS’ DEFICIT (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | ||
Sep. 17, 2021 | Mar. 31, 2021 | Mar. 31, 2024 | Dec. 31, 2023 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Common stock, shares authorized | 100,000,000 | 100,000,000 | ||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | ||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | ||
Number of common shares issued | 10,000,000 | |||
Share issued price per share | $ 11.50 | |||
Preferred stock, shares outstanding | 0 | 0 | ||
Exercise price | $ 11.50 | |||
Maximum [Member] | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Share price | $ 9.50 | |||
Public Warrants [Member] | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Share price | 11.50 | |||
IPO [Member] | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Number of common shares issued | 10,000,000 | |||
Description on sale of stock | Each Unit consists of one share of Common Stock, one Right and one Public Warrant. Each Right entitles the holder thereof to receive one-fifteenth (1/15) of one share of Common Stock upon the consummation of an Initial Business Combination. Each redeemable Public Warrant entitles the holder to purchase one half (1/2) of one share of Common Stock at a price of $11.50 per full share, subject to adjustment | |||
Founder Shares [Member] | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Number of common shares issued | 2,875,000 | |||
Share issued price per share | $ 0.01 | |||
Stock issued during period, value | $ 25,000 | |||
Warrant [Member] | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Share price | 16.50 | |||
Exercise price | $ 0.01 | |||
Description on sale of stock | Company issues additional shares of Common Stock or equity-linked securities for capital raising purposes in connection with the closing of the Initial Business Combination at an issue price or effective issue price of less than $9.50 per share of Common Stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for funding the Initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Common Stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the Initial Business Combination (such price, the “Market Value”) is below $9.50 per share, the Warrant Price shall be adjusted (to the nearest cent) to be equal to 115% of the Market Value, and the last sales price of the Common Stock that triggers the Company’s right to redeem the Warrants pursuant to Section 6.1 below shall be adjusted (to the nearest cent) to be equal to 165% of the Market Value. |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - USD ($) | May 20, 2024 | May 15, 2024 | May 13, 2024 | Apr. 16, 2024 | Mar. 31, 2024 | Dec. 31, 2023 | Nov. 30, 2023 | Oct. 31, 2023 | Sep. 17, 2021 |
Subsequent Event [Line Items] | |||||||||
Common Stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||
Subsequent Event [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Deposit trust account | $ 30,000 | ||||||||
Third Extension Note [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Promissory note drawdowns | $ 330,000 | ||||||||
Third Extension Note [Member] | Subsequent Event [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Deposit trust account | $ 55,000 | ||||||||
Third Extension Note [Member] | Subsequent Event [Member] | Promissory Note [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Promissory note drawdowns | $ 55,000 | ||||||||
Common Stock, par value | $ 0.0001 | ||||||||
October 2023 Promissory Note [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Promissory note drawdowns | $ 1,000,000 | ||||||||
October 2023 Promissory Note [Member] | Subsequent Event [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Draw down amount | $ 90,000 |