Document And Entity Information
Document And Entity Information | 6 Months Ended |
Jun. 30, 2023 | |
Document Information Line Items | |
Entity Registrant Name | ABRI SPAC I, INC. |
Document Type | S-4/A |
Amendment Flag | true |
Amendment Description | Amendment No. 8 |
Entity Central Index Key | 0001854583 |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | true |
Entity Ex Transition Period | true |
Entity Incorporation, State or Country Code | DE |
Condensed Balance Sheets
Condensed Balance Sheets - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Current assets: | |||
Cash | $ 148,389 | $ 381,293 | $ 154,942 |
Prepaid expenses and other current assets | 115,967 | 252,463 | 321,590 |
Total current assets | 264,356 | 633,756 | 476,532 |
Marketable securities held in Trust Account, at fair value | 13,650,778 | 12,841,399 | 57,340,207 |
Total assets | 13,915,134 | 13,475,155 | 57,816,739 |
Current liabilities: | |||
Accounts payable and accrued expenses | 432,649 | 441,739 | 163,357 |
Accrued legal fees | 2,575,551 | 2,113,078 | 524,174 |
Total current liabilities | 3,008,200 | 2,554,817 | 687,531 |
Promissory notes, related party | 1,584,284 | 1,146,784 | |
Convertible promissory notes, related party | 1,650,000 | 1,250,000 | |
Warrant liabilities, at fair value | 10,311 | 17,676 | 170,867 |
Deferred underwriting commissions | 1,500,000 | 1,500,000 | 1,500,000 |
Total liabilities | 7,752,795 | 6,469,277 | 2,358,398 |
Commitments and Contingencies (Note 4) | |||
Common stock subject to possible redemption | 13,450,571 | 12,841,399 | 52,323,289 |
Stockholders’ equity: | |||
Preferred stock, par value $0.0001, 1,000,000 shares authorized, none issued and outstanding | |||
Common stock, par value $0.0001, 100,000,000 shares authorized; 1,728,078 shares issued and outstanding | 173 | 173 | 173 |
Additional paid-in capital | 4,262,491 | ||
Accumulated deficit | (7,288,405) | (5,835,694) | (1,127,612) |
Total stockholders’ deficit | (7,288,232) | (5,835,521) | 3,135,052 |
Total liabilities, redeemable common stock and stockholders’ deficit | $ 13,915,134 | $ 13,475,155 | $ 57,816,739 |
Condensed Balance Sheets (Paren
Condensed Balance Sheets (Parentheticals) - $ / shares | Jun. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | |||
Common stock subject to possible redemption, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common stock subject to possible redemption, shares authorized | 100,000,000 | 100,000,000 | 100,000,000 |
Common stock subject to possible redemption, shares outstanding | 1,252,372 | 1,252,372 | 5,733,920 |
Preferred stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | 1,000,000 |
Preferred stock, share issued | |||
Preferred stock, share outstanding | |||
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 | 100,000,000 |
Common stock, shares issued | 1,728,078 | 1,728,078 | 1,728,078 |
Common stock, shares outstanding | 1,728,078 | 1,728,078 | 1,728,078 |
Condensed Statements of Operati
Condensed Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | |
Operating expenses: | ||||||
Professional fees | $ 341,146 | $ 307,154 | $ 761,279 | $ 1,401,354 | $ 686,358 | $ 2,407,874 |
Selling, general and administrative | 186,903 | 197,451 | 344,626 | 498,960 | 448,445 | 960,904 |
Total operating expenses | 528,049 | 504,605 | 1,105,905 | 1,900,314 | 1,134,803 | 3,368,778 |
Loss from operations | (528,049) | (504,605) | (1,105,905) | (1,900,314) | (1,134,803) | (3,368,778) |
Other income: | ||||||
Interest income | 160,991 | 76,629 | 303,001 | 81,973 | 1,299 | 834,403 |
Change in fair value of warrant liabilities | 16,203 | 41,244 | 7,365 | 109,002 | 5,892 | 153,191 |
Total operating income (loss) | 177,194 | 117,873 | 310,366 | 190,975 | 7,191 | 987,594 |
Loss before income taxes | (350,855) | (386,732) | (795,539) | (1,709,339) | (1,127,612) | (2,381,184) |
Provision for income taxes | (24,000) | (48,000) | (119,000) | |||
Net loss | $ (374,855) | $ (386,732) | $ (843,539) | $ (1,709,339) | $ (1,127,612) | $ (2,500,184) |
Redeemable Shares | ||||||
Other income: | ||||||
Weighted-average common shares outstanding, basic (in Shares) | 1,252,372 | 5,733,920 | 1,252,372 | 5,733,920 | 2,789,393 | 5,463,799 |
Basic net income (loss) per share (in Dollars per share) | $ 0.01 | $ 0 | $ (0.14) | $ (0.15) | $ (0.06) | |
Non-Redeemable Shares | ||||||
Other income: | ||||||
Weighted-average common shares outstanding, basic (in Shares) | 1,728,078 | 1,728,078 | 1,728,078 | 1,728,078 | 1,447,964 | 1,728,078 |
Basic net income (loss) per share (in Dollars per share) | $ (0.23) | $ (0.21) | $ (0.49) | $ (0.54) | $ (0.49) | $ (1.25) |
Condensed Statements of Opera_2
Condensed Statements of Operations (Unaudited) (Parentheticals) - $ / shares | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | |
Redeemable Shares | ||||||
Weighted-average common shares outstanding, diluted | 1,252,372 | 5,733,920 | 1,252,372 | 5,733,920 | 2,789,393 | 5,463,799 |
Diluted net income (loss) per share | $ 0.01 | $ 0 | $ (0.14) | $ (0.15) | $ (0.06) | |
Non-Redeemable Shares | ||||||
Weighted-average common shares outstanding, diluted | 1,728,078 | 1,728,078 | 1,728,078 | 1,728,078 | 1,447,964 | 1,728,078 |
Diluted net income (loss) per share | $ (0.23) | $ (0.21) | $ (0.49) | $ (0.54) | $ (0.49) | $ (1.25) |
Condensed Statements of Change
Condensed Statements of Change in Stockholders’ Equity (Deficit) and Redeemable Common Stock (Unaudited) - USD ($) | Common Stock | Additional Paid-in Capital | Accumulated Deficit | Common Stock Subject to Possible Redemption | Total |
Balance at Mar. 17, 2021 | |||||
Balance (in Shares) at Mar. 17, 2021 | |||||
Issuance of common stock to founders for cash | $ 144 | 24,856 | 25,000 | ||
Issuance of common stock to founders for cash (in Shares) | 1,437,500 | ||||
Sale of 5,733,920 Units, net of underwriting discounts and offering costs | $ 50,589,849 | ||||
Sale of 5,733,920 Units, net of underwriting discounts and offering costs (in Shares) | 5,733,920 | ||||
Sale of 294,598 Private Units | $ 29 | 2,945,951 | 2,945,980 | ||
Sale of 294,598 Private Units (in Shares) | 294,598 | ||||
Private warrant liability | (176,759) | (176,759) | |||
Public warrant allocation | 3,201,884 | 3,201,884 | |||
Accretion of common stock to redemption value | (1,733,440) | 1,733,440 | (1,733,440) | ||
Forfeiture of founder’s shares | |||||
Forfeiture of founder’s shares (in Shares) | (4,020) | ||||
Net loss | (1,127,612) | (1,127,612) | |||
Balance at Dec. 31, 2021 | $ 173 | 4,262,491 | (1,127,612) | $ 52,323,289 | 3,135,052 |
Balance (in Shares) at Dec. 31, 2021 | 1,728,078 | 5,733,920 | |||
Accretion of common stock to redemption value | (1,094,157) | (5,344) | $ 1,099,501 | (1,099,501) | |
Net loss | (1,322,607) | (1,322,607) | |||
Balance at Mar. 31, 2022 | $ 173 | 3,168,334 | (2,455,563) | $ 53,422,790 | 712,944 |
Balance (in Shares) at Mar. 31, 2022 | 1,728,078 | 5,733,920 | |||
Balance at Dec. 31, 2021 | $ 173 | 4,262,491 | (1,127,612) | $ 52,323,289 | 3,135,052 |
Balance (in Shares) at Dec. 31, 2021 | 1,728,078 | 5,733,920 | |||
Net loss | (1,709,339) | ||||
Balance at Jun. 30, 2022 | $ 173 | 2,049,589 | (2,918,924) | $ 54,618,164 | (869,162) |
Balance (in Shares) at Jun. 30, 2022 | 1,728,078 | 5,733,920 | |||
Balance at Dec. 31, 2021 | $ 173 | 4,262,491 | (1,127,612) | $ 52,323,289 | 3,135,052 |
Balance (in Shares) at Dec. 31, 2021 | 1,728,078 | 5,733,920 | |||
Accretion of common stock to redemption value | (4,262,491) | (2,207,898) | $ 6,470,389 | (6,470,389) | |
Net loss | (2,500,184) | (2,500,184) | |||
Redemption of common stock | $ (45,952,279) | ||||
Redemption of common stock (in Shares) | (4,481,548) | ||||
Balance at Dec. 31, 2022 | $ 173 | (5,835,694) | $ 12,841,399 | (5,835,521) | |
Balance (in Shares) at Dec. 31, 2022 | 1,728,078 | 1,252,372 | |||
Balance at Mar. 31, 2022 | $ 173 | 3,168,334 | (2,455,563) | $ 53,422,790 | 712,944 |
Balance (in Shares) at Mar. 31, 2022 | 1,728,078 | 5,733,920 | |||
Accretion of common stock to redemption value | (1,118,745) | (76,629) | $ 1,195,374 | (1,195,374) | |
Net loss | (386,732) | (386,732) | |||
Balance at Jun. 30, 2022 | $ 173 | 2,049,589 | (2,918,924) | $ 54,618,164 | (869,162) |
Balance (in Shares) at Jun. 30, 2022 | 1,728,078 | 5,733,920 | |||
Balance at Dec. 31, 2022 | $ 173 | (5,835,694) | $ 12,841,399 | (5,835,521) | |
Balance (in Shares) at Dec. 31, 2022 | 1,728,078 | 1,252,372 | |||
Accretion of common stock to redemption value | (307,596) | $ 307,596 | (307,596) | ||
Net loss | (468,684) | (468,684) | |||
Balance at Mar. 31, 2023 | $ 173 | (6,611,974) | $ 13,148,995 | (6,611,801) | |
Balance (in Shares) at Mar. 31, 2023 | 1,728,078 | 1,252,372 | |||
Balance at Dec. 31, 2022 | $ 173 | (5,835,694) | $ 12,841,399 | (5,835,521) | |
Balance (in Shares) at Dec. 31, 2022 | 1,728,078 | 1,252,372 | |||
Net loss | (843,539) | ||||
Balance at Jun. 30, 2023 | $ 173 | (7,288,405) | $ 13,450,571 | (7,288,232) | |
Balance (in Shares) at Jun. 30, 2023 | 1,728,078 | 1,252,372 | |||
Balance at Mar. 31, 2023 | $ 173 | (6,611,974) | $ 13,148,995 | (6,611,801) | |
Balance (in Shares) at Mar. 31, 2023 | 1,728,078 | 1,252,372 | |||
Accretion of common stock to redemption value | (301,576) | $ 301,576 | (301,576) | ||
Net loss | (374,855) | (374,855) | |||
Balance at Jun. 30, 2023 | $ 173 | $ (7,288,405) | $ 13,450,571 | $ (7,288,232) | |
Balance (in Shares) at Jun. 30, 2023 | 1,728,078 | 1,252,372 |
Condensed Statements of Chang_2
Condensed Statements of Change in Stockholders’ Equity (Deficit) and Redeemable Common Stock (Unaudited) (Parentheticals) | 9 Months Ended |
Dec. 31, 2021 shares | |
Statement of Stockholders' Equity [Abstract] | |
Sale of units, net of underwriting discounts and offering costs | 5,733,920 |
Sale of private units | 294,598 |
Condensed Statements of Cash Fl
Condensed Statements of Cash Flows (Unaudited) - USD ($) | 6 Months Ended | 9 Months Ended | 12 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||||
Net loss | $ (843,539) | $ (1,709,339) | $ (1,127,612) | $ (2,500,184) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||||
Change in fair value of warrant liabilities | (7,365) | (109,002) | (5,892) | (153,191) |
Interest earned on marketable securities held in Trust Account | (81,973) | (1,299) | ||
Changes in operating assets and liabilities: | ||||
Prepaid expenses and other current assets | 136,496 | 72,868 | (321,590) | 69,127 |
Accounts payable and accrued expenses | 453,383 | 1,029,259 | 687,531 | 1,867,286 |
Net cash used in operating activities | (261,025) | (798,187) | (768,862) | (716,962) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||||
Cash withdrawn from Trust Account for payment to redeeming stockholders | 45,952,279 | |||
Investments in marketable securities held in Trust Account | (809,379) | (57,338,908) | (1,853,471) | |
Withdrawal from Trust Account to pay taxes | 400,000 | |||
Net cash used in investing activities | (809,379) | (57,338,908) | 44,498,808 | |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||||
Payment to redeeming stockholders | (45,952,279) | |||
Proceeds from convertible promissory notes, related party | 400,000 | 1,250,000 | ||
Proceeds of notes payable – related party | 437,500 | 800,000 | 300,000 | 1,146,784 |
Repayments of notes payable – related party | (300,000) | |||
Issuance of common stock to founders for cash | 25,000 | |||
Cash proceeds from sale of Units, net of underwriting discounts paid | 55,905,720 | |||
Cash proceeds from sale of Private Units | 2,945,980 | |||
Cash proceeds from issuance of underwriter’s unit purchase option | 100 | |||
Payment of offering costs | (614,088) | |||
Net cash provided by financing activities | 837,500 | 800,000 | 58,262,712 | (43,555,495) |
NET CHANGE IN CASH | (232,904) | 1,813 | 154,942 | 226,351 |
Cash – Beginning of period | 381,293 | 154,942 | 154,942 | |
Cash – End of period | 148,389 | 156,755 | 154,942 | 381,293 |
Non-cash investing and financing activities: | ||||
Issuance of founder shares for related party payables | 25,000 | |||
Accretion of common stock to redemption value | $ 609,172 | $ 2,294,875 | $ 1,733,440 | $ 6,470,389 |
Nature of the Organization and
Nature of the Organization and Business | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Nature of the Organization and Business [Abstract] | ||
NATURE OF THE ORGANIZATION AND BUSINESS | NOTE 1 — NATURE OF THE ORGANIZATION AND BUSINESS Abri SPAC I, Inc (“Abri” or the “Company”) was incorporated in the State of Delaware on March 18, 2021. The Company’s business purpose is to effect a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (our “Initial Business Combination”). Throughout this report, the terms “our,” “we,” “us,” and the “Company” refer to Abri SPAC I, Inc. As of June 30, 2023, and the date of this filing, the Company had not commenced core operations. All activity for the period from March 18, 2021 (inception) through June 30, 2023 related to organizational activities, those necessary to consummate the initial public offering (“IPO”) and identify 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 The registration statement pursuant to which the Company registered its securities offered in the IPO was declared effective on August 9, 2021. On August 12, 2021, the Company consummated its IPO of 5,000,000 units (each, a “Unit” and collectively, the “Units”), at $10.00 per Unit, generating gross proceeds of $50,000,000 and incurring offering costs of $973,988. The Company granted the underwriter a 45 -day -allotments Simultaneously with the consummation of the closing of the Initial Public Offering, the Company completed the private sale of 276,250 units (the “Private Units”) to Abri Ventures I, LLC (“Abri Ventures”), the Company’s sponsor (the “Sponsor”) at a purchase price of $10.00 per Private Unit, generating gross proceeds to the Company of $2,762,500. Following the closing of the IPO on August 12, 2021, an amount of $50,000,000 net proceeds from the IPO and sale of the Private Units was placed in a trust account in the United States maintained by Continental Stock Transfer & Trust Company, as trustee (the “Trust Account”). The funds held in the Trust Account were invested only in U.S. government securities with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a -7 -Initial On August 19, 2021, the underwriters notified the Company of their intent to exercise of the over -allotment -allotment The stock exchange listing rules provide that the Initial Business Combination must be with one or more target businesses that together have a fair market value equal to at least 80% of the value of the assets held in the Trust Account (as defined below) (excluding the deferred underwriting commissions and taxes payable) at the time of the Company signing a definitive agreement in connection with the Initial Business Combination. The Company will only complete an Initial Business Combination if the post -Initial The payment to the Company’s Sponsor of a monthly fee of $10,000 is for general and administrative services including office space, utilities and secretarial support, which the Company records as operating expense on its statements of operations. However, pursuant to the terms of such agreement, the Company may delay payment of such monthly fee upon a determination by the audit committee that the Company lacks sufficient funds held outside the trust to pay actual or anticipated expenses in connection with the Initial Business Combination. Any such unpaid amount will accrue without interest and be due and payable no later than the date of the consummation of the Initial Business Combination. This arrangement is being agreed to by its Sponsor for the Company’s benefit. Management believes that the fee charged by the Sponsor is at least as favorable as what could have been obtained from an unaffiliated person. This arrangement will terminate upon completion of the Initial Business Combination or the distribution of the Trust Account to the public stockholders. Other than the $10,000 per month fee, no compensation of any kind (including finder’s fees, consulting fees or other similar compensation) will be paid to insiders, members of the management team or any of their respective affiliates, for services rendered prior to or in connection with 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 The funds outside of the Trust Account are for working capital requirements in searching for an Initial Business Combination. The allocation such funds represents the Company’s best estimate of the intended uses of these funds. If the estimate of the costs of undertaking due diligence and negotiating our Initial Business Combination is less than the actual amount necessary to do so, 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 insiders, members of management team or third parties, but the insiders, members of the Company’s management team or third parties are not under any obligation to advance funds to, or invest in the Company. The Company will likely use substantially all of the net proceeds of this offering, including the funds held in the Trust Account, in connection with the Initial Business Combination and to pay expenses relating thereto, including the deferred underwriting commissions payable to the underwriter in an amount equal to 3.0% of the total gross proceeds raised in the offering upon consummation of the Initial Business Combination. To the extent that the Company’s capital stock is used in whole or in part as consideration to effect the Initial Business Combination, the proceeds held in the Trust Account which are not used to consummate an Initial Business Combination will be disbursed to the combined company and will, along with any other net proceeds not expended, be used as working capital to finance the operations of the target business. Such working capital funds could be used in a variety of ways, including continuing or expanding the target business’ operations, for strategic acquisitions and for marketing, research and development of existing or new products. 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 Company’s insiders have agreed to pay the funds necessary to complete such liquidation and have agreed not to seek repayment of such expenses. The Company believes that it will not have sufficient available funds to operate for up to the next 12 months, assuming that the Initial Business Combination is not consummated during that time. However, if necessary, in order to meet the Company’s working capital needs following the consummation of this offering, the insiders may, but are not obligated to, loan the Company funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion. Each loan would be evidenced by a promissory note. The notes would either be paid upon consummation of the Initial Business Combination, without interest, or, at the lender’s discretion, up to $750,000 of the notes may be converted upon consummation of our Initial Business Combination into additional Private Warrants at a price of $1.00 per warrant. Notwithstanding, there is no guarantee that the Company will receive such funds. The Company’s stockholders have approved the issuance of the Private Warrants upon conversion of such notes, to the extent the holder wishes to so convert such notes at the time of the consummation of the Initial Business Combination. If the Company does not complete an Initial Business Combination, any loans and advances from the insiders or their affiliates, will be repaid only from amounts remaining outside the Trust Account, if any. The Company’s Sponsor, officers and directors have entered into a letter agreement with the Company, pursuant to which they have agreed to waive their redemption rights with respect to their insider shares and any public shares they may hold in connection with the completion of the Initial Business Combination. In addition, the Sponsor and its officers and directors have agreed to waive their rights to liquidating distributions from the Trust Account with respect to their insider shares if the Company fails to complete an Initial Business Combination within the prescribed time frame. However, if its Sponsor or any of its officers, directors or affiliates acquire public shares in or after this offering, they will be entitled to liquidating distributions from the Trust Account with respect to such public shares if the Company fails to complete an Initial Business Combination within the prescribed time frame. The Company will provide its public stockholders with the opportunity to redeem all or a portion of their shares of common stock upon the completion of the Initial Business Combination either (i) in connection with a stockholder meeting called to approve the Initial Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a proposed Initial Business Combination or conduct a tender offer will be made by the Company, solely in the Company’s discretion. The public stockholders will be entitled to redeem their shares at a per -share The shares of common stock subject to redemption was classified as temporary equity upon the completion of the IPO and will subsequently be accreted to redemption value, in accordance with Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity The Company had 12 months from the closing of the IPO (the “Combination Period”) on August 9, 2021 to complete the Initial Business Combination. On August 5, 2022, pursuant to the Company’s certificate of incorporation and investment trust agreement, the Company deposited $573,392 into the Trust Account to extend the time to complete its Initial Business Combination for an additional three months, or until November 12, 2022. On November 1, 2022, in connection with a second extension, Abri deposited $573,392 (or $0.10 for each share of common stock issued in the IPO) into the Trust Account to extend the time to complete a business combination to February 12, 2023. The Company further amended the certificate of incorporation and investment trust agreement, as described below. If the Company is unable to complete its Initial Business Combination within the Combination Period, the Company will: (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per -share previously released to us to pay our taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and the Company’s board of directors, liquidate and dissolve, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the warrants, which will expire worthless if the Company fails to complete its Initial Business Combination prior to the mandatory liquidation date. Trust Account Redemptions On December 9, 2022, the Company held a special meeting of stockholders at which such stockholders voted to amend the Company’s amended and restated certificate of incorporation and its investment trust agreement, giving the Company the right to extend the date by which the Company must complete its Initial Business Combination up to six times for an additional one month each time, from February 12, 2023 to August 12, 2023, by depositing $87,500 into the Trust Account for each one -month -month Risks and Uncertainties Management continues to evaluate the impact of the Russia -Ukraine Going Concern and Management Liquidity Plans As of June 30, 2023, the Company had cash of $148,389 and working capital deficiency of $2,743,844. The Company’s liquidity needs through the date of this filing have been satisfied through proceeds from notes payable and advances from a related party and from the issuance of common stock. The liquidity needs consist of paying existing accounts payable, identifying and evaluating prospective business combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating an Initial Business Combination. Although certain of the Company’s initial stockholders, officers and directors or their affiliates have committed to loan the Company funds from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, there is no guarantee that the Company will continue to receive such funds. Accordingly, the accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”), which contemplate continuation of the Company as a going concern and the realization of assets and the satisfaction of liabilities in the normal course of business. These financial statements do not include any adjustments that might result from the outcome of this uncertainty. Further, the Company has incurred and expects to continue to incur significant costs in pursuit of financing and acquisition plans. Management plans to address this uncertainty during the period leading up to the Initial Business Combination. The Company cannot provide any assurance that its plans to raise capital or to consummate an Initial Business Combination will be successful. Based on the foregoing, management believes that the Company will not have sufficient working capital and borrowing capacity to meet its needs through the earlier of the consummation of the Initial Business Combination or one year from this filing. These factors raise substantial doubt about the Company’s ability to continue as a going concern. | NOTE 1 — NATURE OF THE ORGANIZATION AND BUSINESS Abri SPAC I, Inc (“Abri” or the “Company”) was incorporated in the State of Delaware on March 18, 2021. The Company’s business purpose is to effect a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (our “Initial Business Combination”). Throughout this report, the terms “our,” “we,” “us,” and the “Company” refer to Abri SPAC I, Inc. As of December 31, 2022, and the date of this filing, the Company had not commenced core operations. All activity for the period from March 18, 2021 (inception) through December 31, 2022 related to organizational activities, those necessary to consummate the initial public offering (“IPO”) and identify 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 The registration statement pursuant to which the Company registered its securities offered in the IPO was declared effective on August 9, 2021. On August 12, 2021, the Company consummated its IPO of 5,000,000 units (each, a “Unit” and collectively, the “Units”), at $10.00 per Unit, generating gross proceeds of $50,000,000 and incurring offering costs of $973,988. The Company granted the underwriter a 45 -day -allotments Simultaneously with the consummation of the closing of the Initial Public Offering, the Company completed the private sale of 276,250 units (the “Private Units”) to Abri Ventures I, LLC (“Abri Ventures”), the Company’s sponsor (the “Sponsor”) at a purchase price of $10.00 per Private Unit, generating gross proceeds to the Company of $2,762,500. Following the closing of the IPO on August 12, 2021, an amount of $50,000,000 net proceeds from the IPO and sale of the Private Units was placed in a trust account in the United States maintained by Continental Stock Transfer & Trust Company, as trustee (the “Trust Account”). The funds held in the Trust Account were invested only in U.S. government securities with a maturity of 180 days or less or in money market funds meeting certain conditions under Rule 2a -7 -Initial On August 19, 2021, the underwriters notified the Company of their intent to exercise of the over -allotment -allotment The stock exchange listing rules provide that the Initial Business Combination must be with one or more target businesses that together have a fair market value equal to at least 80% of the value of the assets held in the Trust Account (as defined below) (excluding the deferred underwriting commissions and taxes payable) at the time of the Company signing a definitive agreement in connection with the Initial Business Combination. The Company will only complete an Initial Business Combination if the post -Initial The payment to the Company’s Sponsor of a monthly fee of $10,000 is for general and administrative services including office space, utilities and secretarial support, which the Company records as operating expense on its statements of operations. However, pursuant to the terms of such agreement, we may delay payment of such monthly fee upon a determination by our audit committee that we lack sufficient funds held outside the trust to pay actual or anticipated expenses in connection with our Initial Business Combination. Any such unpaid amount will accrue without interest and be due and payable no later than the date of the consummation of our Initial Business Combination. This arrangement is being agreed to by its Sponsor for our benefit. We believe that the fee charged by our Sponsor is at least as favorable as we could have obtained from an unaffiliated person. This arrangement will terminate upon completion of our Initial Business Combination or the distribution of the Trust Account to our public stockholders. Other than the $10,000 per month fee, no compensation of any kind (including finder’s fees, consulting fees or other similar compensation) will be paid to our insiders, members of our management team or any of our or their respective affiliates, for services rendered to us prior to or in connection with the consummation of our Initial Business Combination (regardless of the type of transaction that it is). However, such individuals will receive reimbursement for any out -of-pocket The funds outside of the Trust Account are for our working capital requirements in searching for our Initial Business Combination. The allocation such funds represents our best estimate of the intended uses of these funds. If our estimate of the costs of undertaking due diligence and negotiating our Initial Business Combination is less than the actual amount necessary to do so, we may be required to raise additional capital, the amount, availability and cost of which is currently unascertainable. In this event, we could seek such additional capital through loans or additional investments from our insiders, members of our management team or third parties, but our insiders, members of our management team or third parties are not under any obligation to advance funds to, or invest in, us. We will likely use substantially all of the net proceeds of this offering, including the funds held in the Trust Account, in connection with our Initial Business Combination and to pay our expenses relating thereto, including the deferred underwriting commissions payable to the underwriter in an amount equal to 3.0% of the total gross proceeds raised in the offering upon consummation of our Initial Business Combination. To the extent that our capital stock is used in whole or in part as consideration to effect our Initial Business Combination, the proceeds held in the Trust Account which are not used to consummate an Initial Business Combination will be disbursed to the combined company and will, along with any other net proceeds not expended, be used as working capital to finance the operations of the target business. Such working capital funds could be used in a variety of ways, including continuing or expanding the target business’ operations, for strategic acquisitions and for marketing, research and development of existing or new products. To the extent we are unable to consummate an Initial Business Combination, we will pay the costs of liquidation from our remaining assets outside of the Trust Account. If such funds are insufficient, our insiders have agreed to pay the funds necessary to complete such liquidation and have agreed not to seek repayment of such expenses. We believe that we will not have sufficient available funds to operate for up to the next 12 months, assuming that our Initial Business Combination is not consummated during that time. However, if necessary, in order to meet our working capital needs following the consummation of this offering, our insiders may, but are not obligated to, loan us funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion. Each loan would be evidenced by a promissory note. The notes would either be paid upon consummation of our Initial Business Combination, without interest, or, at the lender’s discretion, up to $750,000 of the notes may be converted upon consummation of our Initial Business Combination into additional Private Warrants at a price of $1.00 per warrant. Notwithstanding, there is no guarantee that the Company will receive such funds. Our stockholders have approved the issuance of the Private Warrants upon conversion of such notes, to the extent the holder wishes to so convert such notes at the time of the consummation of our Initial Business Combination. If we do not complete an Initial Business Combination, any loans and advances from our insiders or their affiliates, will be repaid only from amounts remaining outside our Trust Account, if any. The Company’s Sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to their insider shares and any public shares they may hold in connection with the completion of our Initial Business Combination. In addition, our Sponsor and its officers and directors have agreed to waive their rights to liquidating distributions from the Trust Account with respect to their insider shares if we fail to complete our Initial Business Combination within the prescribed time frame. However, if its Sponsor or any of its officers, directors or affiliates acquire public shares in or after this offering, they will be entitled to liquidating distributions from the Trust Account with respect to such public shares if we fail to complete our Initial Business Combination within the prescribed time frame. The Company will provide its public stockholders with the opportunity to redeem all or a portion of their shares of common stock upon the completion of the Initial Business Combination either (i) in connection with a stockholder meeting called to approve the Initial Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a proposed Initial Business Combination or conduct a tender offer will be made by the Company, solely in the Company’s discretion. The public stockholders will be entitled to redeem their shares at a per -share The shares of common stock subject to redemption was classified as temporary equity upon the completion of the IPO and will subsequently be accreted to redemption value, in accordance with Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) 480, “Distinguishing Liabilities from Equity”, (“ASC 480”). In such case, the Company will proceed with an Initial Business Combination if the Company has net tangible assets of at least $5,000,001 upon such consummation of an Initial Business Combination and, if the Company seeks stockholder approval, a majority of the issued and outstanding shares voted are voted in favor of the Initial Business Combination. The Company had 12 months from the closing of the IPO (the “Combination Period”) on August 9, 2021 to complete the Initial Business Combination. On August 5, 2022, pursuant to the Company’s amended and restated certificate of incorporation and investment trust agreement, the Company deposited $573,392 into the Trust Account to extend the time to complete its Initial Business Combination for an additional three months, or until November 12, 2022. On November 1, 2022, in connection with a second extension, Abri deposited $573,392 (or $0.10 for each share of common stock issued in the IPO) into the Trust Account to extend the time to complete a business combination to February 12, 2023. If the Company is unable to complete its Initial Business Combination within such 18 -month -share Trust Account Redemptions On December 9, 2022, the Company held a special meeting of stockholders at which such stockholders voted to amend the Company’s amended and restated certificate of incorporation and its investment trust agreement, giving the Company the right to extend the date by which the Company must complete its Initial Business Combination up to six times for an additional one month each time, from February 12, 2023 to August 12, 2023, by depositing $87,500 into the Trust Account for each one -month Risks and Uncertainties Management continues to evaluate the impact of the COVID -19 -Ukraine Going Concern and Management Liquidity Plans As of December 31, 2022, the Company had cash of $381,293 and working capital deficiency of $1,921,061. Our liquidity needs through the date of this filing had been satisfied through proceeds from notes payable and advances from a related party and from the issuance of common stock. Our liquidity needs consist of paying existing accounts payable, identifying and evaluating prospective business combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating an Initial Business Combination. Although certain of our initial stockholders, officers and directors or their affiliates have committed to loan us funds from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, there is no guarantee that we will receive such funds. Accordingly, the accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”), which contemplate continuation of the Company as a going concern and the realization of assets and the satisfaction of liabilities in the normal course of business. These financial statements do not include any adjustments that might result from the outcome of this uncertainty. Further, we have incurred and expect to continue to incur significant costs in pursuit of our financing and acquisition plans. Management plans to address this uncertainty during period leading up to the Initial Business Combination. The Company cannot provide any assurance that its plans to raise capital or to consummate an Initial Business Combination will be successful. Based on the foregoing, management believes that the Company will not have sufficient working capital and borrowing capacity to meet its needs through the earlier of the consummation of the Initial Business Combination or one year from this filing. These factors, among others, raise substantial doubt about our ability to continue as a going concern. |
Organization and Summary of Sig
Organization and Summary of Significant Accounting Policies | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Accounting Policies [Abstract] | ||
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 — ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying audited financial statements have been prepared in accordance with U.S. GAAP and in accordance with the rules and regulations of the Securities and Exchange Commission (the “SEC”). The summary of significant accounting policies presented below is designed to assist in understanding the Company’s financial statements. Such condensed financial statements and accompanying notes are the representations of the Company’s management, who is responsible for their integrity and objectivity. 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 June 30, 2023, and its results of operations for the three and six months ended June 30, 2023. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10 -K -K Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes -Oxley -emerging Use of Estimates The preparation of 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 Equivalents The Company considers all short -term Marketable Securities Held in Trust Account The Company has marketable securities held in the Trust Account consisting of securities held in a money market fund that invests in U. S. governmental securities with a maturity of 180 days or less which meet certain conditions under Rule 2a -7 Warrant Liabilities The Company accounts for the Private Warrants in accordance with the guidance contained in ASC 480 under which the Private Warrants do not meet the criteria for equity treatment and must be recorded as derivative liabilities. Accordingly, upon issuance, the Company classified the Private Warrants as liabilities at their fair value and will adjust the Private Warrants to fair value at each reporting period. This liability is subject to re -measurement -Scholes The Company accounts for the Public Warrants in accordance with the guidance contained in ASC 815 -40 Common Stock Subject to Possible Redemption The Company accounts for its common stock subject to possible redemption in accordance with the guidance in ASC 480. Common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that feature redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, common stock subject to possible redemption will be presented at redemption value and as temporary equity, outside of the stockholders’ equity (deficit) section of the Company’s balance sheets. The Company has made a policy election in accordance with ASC 480 and will accrete changes in redemption value in additional paid -in -in Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, Income Taxes ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company 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 June 30, 2023 and December 31, 2022. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by taxing authorities since inception. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage. As of June 30, 2023 and December 31, 2022, the Company had not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, Fair Value Measurement -term 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 • • • 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. Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC 815, Derivatives and Hedging -valued -current -cash Net Income (Loss) Per 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 net income (loss) per share is computed similar to basic income (loss) 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. All outstanding convertible notes are considered common stock at the beginning of the period or at the time of issuance, if later, pursuant to the if -converted -dilutive The following table summarizes the securities that would be excluded from the diluted per share calculation because the effect of including these potential shares was antidilutive due to the Company’s net loss position, even though the exercise price could be less than the most recent fair value of the common shares: As of Potential shares from convertible debt 165,000 Total 165,000 As of Potential shares from convertible debt 80,000 Total 80,000 The statements of operations include a presentation of loss per redeemable share and loss per non -redeemable -class -redeemable -redeemable For the three and six months ended June 30, 2023 and 2022, the net loss per share included within the statements of operations is based on the following: For the Three Months Ended June 30, 2023 Net loss $ (374,855 ) Accretion of temporary equity to redemption value (301,576 ) Net loss including accretion of temporary equity to redemption value $ (676,431 ) Common Subject to Non-redeemable Common Basic and diluted net loss per share: Numerator: Allocation of net loss including accretion of temporary equity $ (284,233 ) $ (392,198 ) Accretion of temporary equity to redemption value 301,576 — Allocation of net income (loss) $ 17,343 $ (392,198 ) Denominator: Weighted-average shares outstanding 1,252,372 1,728,078 Basic and diluted net income (loss) per share $ 0.01 $ (0.23 ) For the Three Months Ended June 30, 2022 Net loss $ (386,732 ) Accretion of temporary equity to redemption value (1,195,374 ) Net loss including accretion of temporary equity to redemption value $ (1,582,106 ) Common Non-redeemable Basic and diluted net loss per share: Numerator: Allocation of net loss including accretion of temporary equity $ (1,215,716 ) $ (366,390 ) Accretion of temporary equity to redemption value 1,195,371 — Allocation of net loss $ (20,342 ) $ (366,390 ) Denominator: Weighted-average shares outstanding 5,733,920 1,728,078 Basic and diluted net loss per share $ (0.00 ) $ (0.21 ) For the Six Months Ended June 30, 2023 Net loss $ (843,539 ) Accretion of temporary equity to redemption value (609,172 ) Net loss including accretion of temporary equity to redemption value $ (1,452,711 ) Common Subject to Non-redeemable Basic and diluted net loss per share: Numerator: Allocation of net loss including accretion of temporary equity $ (610,423 ) $ (842,288 ) Accretion of temporary equity to redemption value 609,172 — Allocation of net loss $ (1,251 ) $ (842,288 ) Denominator: Weighted-average shares outstanding 1,252,372 1,728,078 Basic and diluted net loss per share $ (0.00 ) $ (0.49 ) For the Six Months Ended June 30, 2022 Net loss $ (1,709,339 ) Accretion of temporary equity to redemption value (2,294,875 ) Net loss including accretion of temporary equity to redemption value $ (4,004,214 ) Common Subject to Non-redeemable Common Basic and diluted net income (loss) per share: Numerator: Allocation of net loss including accretion of temporary equity $ (3,076,903 ) $ (927,311 ) Accretion of temporary equity to redemption value 2,294,875 — Allocation of net loss $ (782,028 ) $ (927,311 ) Denominator: Weighted-average shares outstanding 5,733,920 1,728,078 Basic and diluted net loss per share $ (0.14 ) $ (0.54 ) As of June 30, 2023 and 2022, any securities and other contracts that could, potentially, be exercised or converted into common stock would be antidilutive due to the Company’s loss position. As a result, diluted loss per share is the same as basic loss per share for the periods presented. Recent Accounting Pronouncements Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s unaudited financial statements. | NOTE 2 — ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying audited financial statements have been prepared in accordance with U.S. GAAP and in accordance with the rules and regulations of the Securities and Exchange Commission (the “SEC”). The summary of significant accounting policies presented below is designed to assist in understanding the Company’s financial statements. Such consolidated financial statements and accompanying notes are the representations of the Company’s management, who is responsible for their integrity and objectivity. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies. 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 Use of Estimates The preparation of 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 Marketable Securities Held in Trust Account The Company has marketable securities held in the Trust Account consisting of securities held in a money market fund that invests in U. S. governmental securities with a maturity of 180 days or less which meet certain conditions under Rule 2a -7 Offering Costs Offering costs consist of professional fees, filing, regulatory and other costs incurred through the balance sheet date that are directly related to the IPO. Offering costs are charged against the carrying value of the ordinary shares or the statements of operations based on the relative value of the common shares and the Public Warrants to the proceeds received from the Units sold upon the completion of the IPO. Accordingly, on August 12, 2021, offering costs in the aggregate of $973,988 were recognized (including $359,900 for the fair value of the Representative’s unit purchase option), all of which was allocated to the common shares, reducing the carrying amount of such shares as of such date. Warrant Liabilities The Company accounts for the Private Warrants in accordance with the guidance contained in ASC 480 , -measurement -Scholes The Company’s Public Warrants were accounted for and are presented as equity and measured using a Monte Carlo simulation model. Common Stock Subject to Possible Redemption The Company accounts for its common stock subject to possible redemption in accordance with the guidance in ASC 480. Common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that feature redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, common stock subject to possible redemption will be presented at redemption value and as temporary equity, outside of the stockholders’ equity (deficit) section of the Company’s balance sheets. The Company has made a policy election in accordance with ASC 480 and will accrete changes in redemption value in additional paid -in -in Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, Income Taxes ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company 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 December 31, 2022 and 2021. 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 taxing authorities since inception. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage. As of December 31, 2022 and 2021, the Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, Fair Value Measurement -term 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 • • • 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. Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC 815, Derivatives and Hedging -valued -current -cash Net Loss Per 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 similar to 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. All outstanding convertible notes are considered common stock at the beginning of the period or at the time of issuance, if later, pursuant to the if -converted -dilutive The following table summarizes the securities that would be excluded from the diluted per share calculation because the effect of including these potential shares was antidilutive due to the Company’s net loss position, even though the exercise price could be less than the most recent fair value of the common shares: As of December 31, 2022 Potential shares from convertible debt 125,000 Total 125,000 The Company complies with accounting and disclosure requirements of ASC 260, “ Earnings Per Share -redeemable -class -redeemable -redeemable For the year ended December 31, 2022, the net loss per share included within the statements of operations is based on the following: Net loss $ (2,500,184 ) Less: Accretion of temporary equity to redemption value (6,470,389 ) Net loss including accretion of temporary equity to redemption value $ (8,970,573 ) Common Non-redeemable Basic and diluted net loss per share: Numerator: Allocation of net loss including accretion of temporary equity $ (6,815,107 ) $ (2,155,466 ) Accretion of temporary equity to redemption value 6,470,389 — Allocation of net loss $ (344,718 ) (2,155,466 ) Denominator: Weighted-average shares outstanding 5,463,799 1,728,078 Basic and diluted net loss per share $ (0.06 ) $ (1.25 ) For the period from March 18, 2021 (inception) to December 31, 2021, the net loss per share included within the statements of operations is based on the following: For the period from March 18, 2021 (inception) through December 31, 2021 Net loss $ (1,127,612 ) Accretion of temporary equity to redemption value (1,733,440 ) Net loss including accretion of temporary equity to redemption value $ (2,861,052 ) Common Non-redeemable Basic and diluted net income (loss) per share: Numerator: Allocation of net loss including accretion of temporary equity $ (2,157,043 ) $ (704,009 ) Accretion of temporary equity to redemption value 1,733,440 — Allocation of net loss $ (423,603 ) $ (704,009 ) Denominator: Weighted-average shares outstanding 2,789,393 1,447,964 Basic and diluted net loss per share $ (0.15 ) $ (0.49 ) In connection with the underwriters’ exercise of the over -allotment At December 31, 2022 and 2021, any securities and other contracts that could, potentially, be exercised or converted into ordinary shares would be antidilutive due to the Company’s loss position. As a result, diluted loss per share is the same as basic loss per share for the periods presented. Recent Accounting Pronouncements Management does not believe that any 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 | 12 Months Ended |
Dec. 31, 2022 | |
Initial Public Offering Disclosure [Abstract] | |
INITIAL PUBLIC OFFERING | NOTE 3 — INITIAL PUBLIC OFFERING On August 12, 2021, the Company consummated its IPO of 5,000,000 Units at $10.00 per Unit, generating gross proceeds of $50,000,000 and incurred offering costs of $2,223,988, consisting of $1,250,000 of underwriting fees and expenses and $973,988 of costs related to the IPO. Additionally, the Company recorded deferred underwriting commissions of $1,500,000 (increasing up to $1,725,000 if the underwriter’s over -allotment Simultaneously with the consummation of the closing of the IPO, the Company completed the private sale of 276,250 Private Units to its Sponsor at a purchase price of $10.00 per Private Unit, generating gross proceeds to the Company of $2,762,500. On August 19, 2021, the underwriters notified the Company of their intent to exercise of the over -allotment -allotment Since the underwriters did not exercise their over -allotment The Private Units were issued pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended, as the transactions did not involve a public offering. |
Related Party Transactions
Related Party Transactions | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Related Party Transactions [Abstract] | ||
RELATED PARTY TRANSACTIONS | NOTE 3 — RELATED PARTY TRANSACTIONS Promissory Notes — Related Party On August 5 and November 1 of 2022, the Company entered into a promissory note with its Sponsor of principal amounts received of $573,392 for each note to extend the time available for the Company to consummate its Initial Business Combination. The notes are non -interest On February 10, March 10, April 10, May 12, and June 9 of 2023, the Company entered into five promissory notes with its Sponsor of principal amounts received of $87,500 for each note to extend the time available for the company to consummate its initial business combination. The notes are non -interest In the event that an Initial Business Combination does not close prior to February 12, 2024 (or later if the period of time to consummate an Initial Business Combination is extended), the notes shall be deemed terminated and no amounts will be owed. As of June 30 2023, there was $1,584,284 outstanding in the aggregate under the notes. Convertible Promissory Notes — Related Party During 2022, the Company entered into four convertible promissory notes with its Sponsor for aggregate principal amounts received of $1,250,000 (the “2022 Convertible Promissory Notes”). The first convertible promissory note of $300,000 was used for a portion of the expenses of the IPO. The remaining borrowings were used for operating expenses. All of the notes are non -interest During 2023, the Company entered into three convertible promissory notes with its Sponsor of aggregate principal amounts of $400,000 to be used for operating expenses (the “2023” Convertible Promissory Notes”). The 2023 Convertible Promissory Notes carry the same terms as the 2022 Convertible Promissory Notes. As of June 30, 2023 and December 31, 2022, there was $400,000 and $0, respectively, outstanding under the 2023 Convertible Promissory Notes. Administrative and Support Services The Company entered into an administrative services agreement pursuant to which the Company will pay the Sponsor a total of $10,000 per month for office space, administrative and support services, which the Company records as operating expense on its statements of operations. Upon the completion of the Initial Business Combination or our liquidation, the Company will cease paying these monthly fees. The Company recorded $30,000 and $60,000 related to these fees during the three and six months ended June 30, 2023 and 2022. As of June 30, 2023 and December 31, 2022, the Company owed the Sponsor $70,000 and $10,000, respectively, under this agreement, which is included in accounts payable and accrued expenses in the accompanying balance sheets. | NOTE 4 — RELATED PARTY TRANSACTIONS Sponsor Shares On April 12, 2021, the Company’s sponsor, Abri Ventures purchased 1,437,500 Private Units On August 12, 2021, our Sponsor purchased an aggregate of 276,250 Private Units in a private placement that closed simultaneously with the closing of IPO. The Private Units are comprised of one share of common stock and one redeemable warrant, each exercisable to purchase one share of common stock at $11.50 per share and are otherwise identical to the public warrants in the IPO. On August 23, 2021, simultaneously with the sale of the Additional Units, the Company consummated the sale of an additional 18,348 Additional Private Units, generating additional gross proceeds of $183,480. All of the proceeds we received from this private placement of units were added to the proceeds from the IPO to pay for the expenses of the IPO and to be held in the Trust Account. If we do not complete our Initial Business Combination within 12 months from the closing of this IPO (or up to 18 months), the proceeds of the sale of the Private Units will be used to fund the redemption of our public shares (subject to the requirements of applicable law) and the Private Units and underlying warrants will be worthless. Promissory Note — Related Party On April 20, 2021, the Company entered a promissory note with its Sponsor for principal amount received of $300,000 to be used for a portion of the expenses of the IPO. The note was non -interest On August 5, 2022, the Company entered a promissory note with its Sponsor of principal amount received of $573,392 to extend the time available for the company to consummate its initial business combination. The note was non -interest On November 1, 2022, the Company entered a promissory note with its Sponsor of principal amount received of $573,392 to extend the time available for the company to consummate its initial business combination. The note was non -interest In the event that an Initial Business Combination does not close prior to April 12, 2023 (or later if the period of time to consummate an Initial Business Combination is extended), both notes shall be deemed terminated and no amounts will be owed. As of December 31, 2022, there was $1,146,784 outstanding in the aggregate under both notes. Convertible Promissory Notes — Related Party On March 8, 2022, the Company entered a convertible promissory note with its Sponsor for principal amount received of $300,000 to be used for a portion of the expenses of the IPO. The note was non -interest On April 4, 2022, the Company entered a convertible promissory note with its Sponsor of principal amount received of $500,000 to be used for operating expenses. The note was non -interest On August 26, 2022, the Company entered a convertible promissory note with its Sponsor of principal amount received of $300,000 to be used for operating expenses. The note was non -interest On November 22, 2022, the Company entered a convertible promissory note with its Sponsor of principal amount received of $150,000 to be used for operating expenses. The note was non -interest Administrative and Support Services The Company entered into an administrative services agreement pursuant to which the Company will pay the Sponsor a total of $10,000 per month for office space, administrative and support services, which the Company records as operating expense on its statements of operations. Upon the completion of the Initial Business Combination or our liquidation, the Company will cease paying these monthly fees. The Company recorded $120,000 and $90,000 related to these fees during the year ended December 31, 2022 and the period from March 18, 2021 (inception) to December 31, 2021, respectively. As of December 31, 2022 and 2021, the Company owed the Sponsor $10,000 and zero, respectively, under this agreement. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | ||
COMMITMENTS AND CONTINGENCIES | NOTE 4 — COMMITMENTS AND CONTINGENCIES Merger Agreement with DLQ On September 9, 2022, the Company, entered into a Merger Agreement (the “Merger Agreement”) by and among Abri Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Abri (“Merger Sub”), Logiq, Inc., a Delaware corporation (“DLQ Parent”) whose common stock is quoted on the OTCQX Market under the ticker symbol, “LGIQ”, and DLQ, Inc., a Nevada corporation (“DLQ”) and wholly owned subsidiary of DLQ Parent. Pursuant to the terms of the Merger Agreement, a business combination between the Company and DLQ will be effected through the merger of Merger Sub with and into DLQ, with DLQ surviving the merger as a wholly owned subsidiary of the Company (the “Merger”). The board of directors of the Company has (i) approved and declared advisable the Merger Agreement, the Additional Agreements (as defined in the Merger Agreement) and the transactions contemplated thereby and (ii) resolved to recommend approval of the Merger Agreement and related transactions by the stockholders of the Company. The Merger is expected to be consummated after obtaining the required approval by the stockholders of the Company, DLQ and DLQ Parent and the satisfaction of certain other customary closing conditions. The total consideration to be paid at Closing (the “Merger Consideration”) by the Company to DLQ security holders will be an amount equal to $114,000,000. The Merger Consideration will be payable in shares of common stock, par value $0.0001 per share, of the Company (“Abri Common Stock”). DLQ Management Earnout Agreement In connection with the execution of the Merger Agreement, Abri and the Sponsor will enter into a management earnout agreement (the “Management Earnout Agreement”), pursuant to which certain members of the management team of DLQ specified on schedule A to the Management Earnout Agreement (the “Management”) will have the contingent right to earn the Management Earnout Shares (as defined in the Management Earnout Agreement). The Management Earnout Shares consist of 2,000,000 shares of Abri Common Stock (the “Management Earnout Shares”). The release of the Management Earnout Shares shall occur as follows: • • • If the Company has not consummated an initial business combination by February 12, 2024, the Company will be required to dissolve and liquidate. Registration Rights The holders of the Founder Shares are entitled to registration rights pursuant to a registration rights agreement that was signed as of the effective date of the IPO. 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 -trading Unit Purchase Option We sold to the underwriters, for $100, an option to purchase up to a total of 300,000 units (increased to 344,035 units after the over -allotment for cash or on a cashless basis, at the holder’s option, and expires five -up -year -day -back -back On August 12, 2021, the Company accounted for the unit purchase option, inclusive of the receipt of $100 cash payment, as an expense of the Initial Public Offering resulting in a charge directly to stockholders’ equity. | NOTE 5 — COMMITMENTS AND CONTINGENCIES Merger Agreement and Termination with Apifiny On January 27, 2022, the Company entered into a Merger Agreement (the “Merger Agreement”) by and among Apifiny Group Inc., a Delaware corporation (“Apifiny”), the Company, Abri Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of the Company (“Merger Sub”), Erez Simha, solely in his capacity as representative, agent and attorney -in-fact -in-fact On July 22, 2022, the Parties entered into a termination of merger letter agreement (the “Termination Agreement”). Pursuant to the Termination Agreement, the Parties agreed to mutually terminate the Merger Agreement, subject to the representations, warranties, conditions and covenants set forth in the Termination Agreement. In conjunction with the termination of the Merger Agreement, the Additional Agreements (as defined in the Merger Agreement) (including the Parent and Company Stockholder Support Agreements) have also been terminated in accordance with their respective terms as of July 22, 2022. The Termination Agreement contains mutual releases by all parties thereto, for all claims known and unknown, relating and arising out of, or relating to, among other things, the Merger Agreement, or the transactions contemplated by the Merger Agreement, subject to certain exceptions with respect to claims for indemnity or contribution. Merger Agreement with DLQ On September 9, 2022, the Company, entered into a Merger Agreement (the “Merger Agreement”) by and among Abri Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Abri (“Merger Sub”), Logiq, Inc., a Delaware corporation (“DLQ Parent”) whose common stock is quoted on the OTCQX Market under the ticker symbol, “LGIQ”, and DLQ, Inc., a Nevada corporation (“DLQ”) and wholly owned subsidiary of DLQ Parent. Pursuant to the terms of the Merger Agreement, a business combination between the Company and DLQ will be effected through the merger of Merger Sub with and into DLQ, with DLQ surviving the merger as a wholly owned subsidiary of the Company (the “Merger”). The board of directors of the Company has (i) approved and declared advisable the Merger Agreement, the Additional Agreements (as defined in the Merger Agreement) and the transactions contemplated thereby and (ii) resolved to recommend approval of the Merger Agreement and related transactions by the stockholders of the Company. The Merger is expected to be consummated after obtaining the required approval by the stockholders of the Company, DLQ and DLQ Parent and the satisfaction of certain other customary closing conditions. The total consideration to be paid at Closing (the “Merger Consideration”) by the Company to DLQ security holders will be an amount equal to $114,000,000. The Merger Consideration will be payable in shares of common stock, par value $0.0001 per share, of the Company (“Abri Common Stock”). DLQ Management Earnout Agreement In connection with the execution of the Merger Agreement, Abri and the Sponsor will enter into a management earnout agreement (the “ Management Earnout Agreement Management • • • If the Company has not consummated an initial business combination by April 12, 2023 (or up to August 12, 2023 if the time period to consummate the Initial Business Combination is extended), the Company will be required to dissolve and liquidate. If the Company anticipates that it may not be able to consummate its initial business combination on or before April 12, 2023, the Company may, but is not obligated to, extend the period of time to consummate an Initial Business Combination, for another four times by an additional one month each time through August 12, 2023. Registration Rights The holders of the Founder Shares are entitled to registration rights pursuant to a registration rights agreement that was signed as of the effective date of the IPO. 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 -trading Unit Purchase Option We sold to the underwriters, for $100, an option to purchase up to a total of 300,000 units (increased to 344,035 units after the over -allotment five -up effective date of the registration statement or the commencement of sales in the IPO pursuant to Rule 5110(e)(1) of FINRA’s Rules, during which time the option may not be sold, transferred, assigned, pledged or hypothecated, or be subject of any hedging, short sale, derivative or put or call transaction that would result in the economic disposition of the securities. Additionally, the option may not be sold, transferred, assigned, pledged or hypothecated for a one -year -day -back -back On August 12, 2021, the Company accounted for the unit purchase option, inclusive of the receipt of $100 cash payment, as an expense of the Initial Public Offering resulting in a charge directly to stockholders’ equity. |
Stockholders_ Deficit
Stockholders’ Deficit | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Stockholders' Equity Note [Abstract] | ||
STOCKHOLDERS’ DEFICIT | NOTE 5 — STOCKHOLDERS’ DEFICIT Common Stock The Company has authorized 100,000,000 shares of common stock, par value $0.0001 per share, and 1,000,000 shares of preferred stock, par value $0.0001 per share. Public and Private Warrants Each whole warrant entitles the registered holder to purchase one common stock at a price of $11.50 per share, subject to adjustment as discussed below, at any time commencing on the later of the completion of an Initial Business Combination and one year from the consummation of the Company’s IPO. The warrants will expire five No public warrants will be exercisable for cash unless we have an effective and current registration statement covering the shares of common stock issuable upon exercise of the warrants and a current prospectus relating to such shares. It is our current intention to have an effective and current registration statement covering the shares of common stock issuable upon exercise of the warrants and a current prospectus relating to such shares in effect promptly following consummation of an Initial Business Combination. Notwithstanding the foregoing, if a registration statement covering the shares of common stock issuable upon exercise of the public warrants is not effective within 90 days following the consummation of our Initial Business Combination, public warrant holders may, until such time as there is an effective registration statement and during any period when we shall have failed to maintain an effective registration statement, exercise warrants on a cashless basis. We may redeem the outstanding warrants, in whole and not in part, at a price of $0.01 per warrant: • • • -trading • -day If the foregoing conditions are satisfied and we issue a notice of redemption, each warrant holder can exercise his, her or its warrant prior to the scheduled redemption date. However, the price of the shares of common stock may fall below the $16.50 trigger price as well as the $11.50 warrant exercise price per share after the redemption notice is issued and not limit our ability to complete the redemption. 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 If we call the warrants for redemption as described above, our management will have the option to require all holders that wish to exercise warrants to do so on a “cashless basis.” In such event, each holder would pay the exercise price by surrendering the whole warrants for that number of shares of common stock equal to the quotient obtained by dividing (x) the product of the number of shares of common stock underlying the warrants, multiplied by the difference between the exercise price of the warrants and the “fair market value” (defined below) by (y) the fair market value. The “fair market value” shall mean the average reported last sale price of the shares of common stock for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants. Whether we will exercise our option to require all holders to exercise their warrants on a “cashless basis” will depend on a variety of factors including the price of our shares of common stock at the time the warrants are called for redemption, our cash needs at such time and concerns regarding dilutive share issuances. Common Stock Subject to Redemption The Company’s common stock feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of future events. The Company is authorized to issue 100,000,000 shares of common stock with a par value of $0.0001 per share. Holders of the Company’s common stock are entitled to one vote for each share. As of June 30, 2023 and December 31, 2022, there were 1,252,372 shares of common stock outstanding subject to possible redemption and are classified outside of permanent equity in the balance sheets. The balances of common stock subject to possible redemption reflected on the balance sheets are reconciled in the following table: Common stock subject to possible redemption as of December 31, 2021 $ 52,323,289 Plus: Accretion of common stock subject to possible redemption 6,470,389 Less: Common stock redeemed on December 19, 2022 (45,952,279 ) Common stock subject to possible redemption as of December 31, 2022 12,841,399 Plus: Accretion of common stock subject to possible redemption 609,172 Common stock subject to possible redemption as of June 30, 2023 $ 13,450,571 | NOTE 6 — STOCKHOLDERS’ EQUITY (DEFICIT) Common Stock The Company is authorized to issue an aggregate of 5,000,000 -allotment -allotment -allotment Authorized Stock Upon the effectiveness of the Company’s registration statement on August 9, 2021, the Company amended and restated its certificate of incorporation to authorize the issuance of up to 100,000,000 Public and Private Warrants Each whole warrant entitles the registered holder to purchase one common stock at a price of $11.50 per share, subject to adjustment as discussed below, at any time commencing on the later of the completion of an Initial Business Combination and one year from the consummation of the Company’s IPO. The warrants will expire five No public warrants will be exercisable for cash unless we have an effective and current registration statement covering the shares of common stock issuable upon exercise of the warrants and a current prospectus relating to such shares. It is our current intention to have an effective and current registration statement covering the shares of common stock issuable upon exercise of the warrants and a current prospectus relating to such shares in effect promptly following consummation of an Initial Business Combination. Notwithstanding the foregoing, if a registration statement covering the shares of common stock issuable upon exercise of the public warrants is not effective within 90 days following the consummation of our Initial Business Combination, public warrant holders may, until such time as there is an effective registration statement and during any period when we shall have failed to maintain an effective registration statement, exercise warrants on a cashless basis. We may redeem the outstanding warrants, in whole and not in part, at a price of $0.01 per warrant: • • • -trading • -day If the foregoing conditions are satisfied and we issue a notice of redemption, each warrant holder can exercise his, her or its warrant prior to the scheduled redemption date. However, the price of the shares of common stock may fall below the $16.50 trigger price as well as the $11.50 warrant exercise price per share after the redemption notice is issued and not limit our ability to complete the redemption. 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 If we call the warrants for redemption as described above, our management will have the option to require all holders that wish to exercise warrants to do so on a “cashless basis.” In such event, each holder would pay the exercise price by surrendering the whole warrants for that number of shares of common stock equal to the quotient obtained by dividing (x) the product of the number of shares of common stock underlying the warrants, multiplied by the difference between the exercise price of the warrants and the “fair market value” (defined below) by (y) the fair market value. The “fair market value” shall mean the average reported last sale price of the shares of common stock for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants. Whether we will exercise our option to require all holders to exercise their warrants on a “cashless basis” will depend on a variety of factors including the price of our shares of common stock at the time the warrants are called for redemption, our cash needs at such time and concerns regarding dilutive share issuances. Common Stock Subject to Redemption The Company’s common stock feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of future events. The Company is authorized to issue 100,000,000 The balances of common stock subject to possible redemption reflected on the balance sheets are reconciled in the following table: Gross proceeds from IPO $ 57,339,200 Less: Fair value of public warrants at issuance (3,201,883 ) Offering Costs allocated to common stock subject to possible redemption (3,547,468 ) Plus: Accretion of common stock subject to possible redemption 1,733,440 Common stock subject to possible redemption as of December 31, 2021 52,323,289 Plus: Accretion of common stock subject to possible redemption 6,332,332 Less: Common stock redeemed on December 19, 2022 (45,952,279 ) Common stock subject to possible redemption as of December 31, 2022 $ 12,703,342 During the year ended December 31, 2022 and the period from March 18, 2021 (inception) to December 31, 2021, there was accretion cost recorded in the statements of stockholders’ equity (deficit) and redeemable common stock of $6,332,332 and $1,733,440, respectively. |
Warrants
Warrants | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Warrants [Abstract] | ||
WARRANTS | NOTE 6 — WARRANTS On August 12, 2021, the Company consummated its IPO of 5,000,000 Units at $10.00 per Unit, generating gross proceeds of $50,000,000, with each Unit consisting of one share of common stock, $0.0001 par value, and one redeemable warrant. The Company granted the underwriter a 45 -day -allotments Simultaneously with the consummation of the closing of the IPO, the Company completed the private sale of 276,250 Private Units to its Sponsor at a purchase price of $10.00 per Private Unit, generating gross proceeds to the Company of $2,762,500, with each Private Unit consisting of one share of common stock, $0.0001 par value, and one redeemable warrant. Upon consummation of our IPO, we sold to the underwriters, for $100, an option to purchase up to a total of 300,000 units (increased to 344,035 units after the over -allotment five -up On August 19, 2021, the underwriters notified the Company of their intent to exercise of the over -allotment -allotment On April 13, 2022, the Company and Continental Stock Transfer & Trust Company (the “Warrant Agent”), entered into a supplement (the “Supplement to Warrant Agreement”) to the Warrant Agreement, dated as of August 9, 2021 by and between the Company and the Warrant Agent in connection with the Company’s IPO. The Supplement to Warrant Agreement is being made pursuant to Section 9.8 of the Warrant Agreement which states the Warrant Agreement may be amended by the parties thereto by executing a supplemental warrant agreement without the consent of any of the warrant holders. The Supplement to Warrant Agreement is being executed solely to correct an ambiguity provision contained in Section 2.5 of the Warrant Agreement to clarify that the lock -up Each Private Unit, Additional Unit and Additional Private Unit are identical to the Unit from our IPO except as described below. The Sponsor has agreed to waive its redemption rights with respect to any shares underlying the Private Units (i) in connection with the consummation of a business combination, (ii) in connection with a stockholder vote to amend our amended and restated certificate of incorporation to modify the substance or timing of our obligation to allow redemption in connection with our Initial Business Combination or certain amendments to our charter prior thereto, to redeem 100% of our public shares if we do not complete our Initial Business Combination within 12 months from the completion of this offering (or up to 18 months from the closing of this offering if extended) or with respect to any other provision relating to stockholders’ rights or pre -Initial -month The Private Units and their component securities will not be transferable, assignable or saleable until 30 days after the consummation of our Initial Business Combination except to permitted transferees. The Company evaluated the Public and Private Warrants as either equity -classified -classified -40 Derivatives and Hedging — Contracts in Entity’s Own Equity Certain adjustments to the settlement amount of the Private warrants are based on a variable that is not an input to the fair value of an option as defined under ASC 815 — 40, and thus the warrants are not considered indexed to the Company’s own stock and not eligible for an exception from derivative accounting. The accounting treatment of derivative financial instruments requires that the Company record a derivative liability upon issuance of the warrants at the closing of the IPO. Accordingly, the Company classified each Private Warrant as a liability at its fair value, with subsequent changes in their respective fair values recognized in the statements of operations and comprehensive income (loss) at each reporting date. The Company accounted for the Public Warrants as equity based on its initial evaluation that the Public Warrants are indexed to the Company’s own stock. The fair value of the Public Warrants was approximately $0.60 per Public Warrant, which was determined by the Monte Carlo simulation model. The Public Warrants will be recorded at the amount of allocated proceeds and will not be remeasured every reporting period. | NOTE 7 — WARRANTS On August 12, 2021, the Company consummated its IPO of 5,000,000 Units at $10.00 per Unit, generating gross proceeds of $50,000,000, with each Unit consisting of one share of common stock, $0.0001 par value, and one redeemable warrant. The Company granted the underwriter a 45 -day -allotments Simultaneously with the consummation of the closing of the IPO, the Company completed the private sale of 276,250 Private Units to its Sponsor at a purchase price of $10.00 per Private Unit, generating gross proceeds to the Company of $2,762,500, with each Private Unit consisting of one share of common stock, $0.0001 par value, and one redeemable warrant. Upon consummation of our IPO, we sold to the underwriters, for $100, an option to purchase up to a total of 300,000 units (increased to 344,035 units after the over -allotment five -up On August 19, 2021, the underwriters notified the Company of their intent to exercise of the over -allotment -allotment On April 13, 2022, the Company and Continental Stock Transfer & Trust Company (the “Warrant Agent”), entered into a supplement (the “Supplement to Warrant Agreement”) to the Warrant Agreement, dated as of August 9, 2021 by and between the Company and the Warrant Agent in connection with the Company’s IPO (see Note 3). The Supplement to Warrant Agreement clarifies that the lock -up Each Private Unit, Additional Unit and Additional Private Unit are identical to the Unit from our IPO except as described below. The Sponsor has agreed to waive its redemption rights with respect to any shares underlying the Private Units (i) in connection with the consummation of a business combination, (ii) in connection with a stockholder vote to amend our amended and restated certificate of incorporation to modify the substance or timing of our obligation to allow redemption in connection with our Initial Business Combination or certain amendments to our charter prior thereto, to redeem 100% of our public shares if we do not complete our Initial Business Combination within 12 months from the completion of this offering (or up to 18 months from the closing of this offering if extended) or with respect to any other provision relating to stockholders’ rights or pre -Initial -month The Private Units and their component securities will not be transferable, assignable or saleable until 30 days after the consummation of our Initial Business Combination except to permitted transferees. The Company evaluated the Public and Private Warrants as either equity -classified -classified -40 Certain adjustments to the settlement amount of the Private warrants are based on a variable that is not an input to the fair value of an option as defined under ASC 815 — 40, and thus the warrants are not considered indexed to the Company’s own stock and not eligible for an exception from derivative accounting. The accounting treatment of derivative financial instruments requires that the Company record a derivative liability upon issuance of the warrants at the closing of the IPO. Accordingly, the Company classified each Private Warrant as a liability at its fair value, with subsequent changes in their respective fair values recognized in the statements of operations and comprehensive income (loss) at each reporting date. The Company accounted for the Public Warrants as equity based on its initial evaluation that the Public Warrants are indexed to the Company’s own stock. The fair value of the Public Warrants was approximately $0.60 per Public Warrant, which was determined by the Monte Carlo simulation model. The Public Warrants will be recorded at the amount of allocated proceeds and will not be remeasured every reporting period. |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Fair Value Measurements [Abstract] | ||
FAIR VALUE MEASUREMENTS | NOTE 7 — FAIR VALUE MEASUREMENTS The Company carries cash equivalents, marketable investments, Private Warrants, at fair value. Fair value is based on the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair value is estimated by applying the following hierarchy, which prioritizes the inputs used to measure fair value into three levels and bases the categorization within the hierarchy upon the lowest level of input that is available and significant to the fair value measurement. The Company determined the fair value of its Level 1 financial instruments, which are traded in active markets, using quoted market prices for identical instruments. The Company’s Marketable Securities held in Trust Account is classified within Level 1 of the fair value hierarchy. The Company’s Private Warrants are valued as Level 2 instruments. The estimated fair value of the Private Warrants is determined using Level 2 inputs for the period ended June 30, 2023. Inherent in a Black -Scholes -free -free The fair value and call option value of the Private Warrants as of June 30, 2023 was $10,311, which was determined by the Black -Scholes -free -Scholes -free The following table presents the change in fair value from December 31, 2022 to June 30, 2023: Warrant Level 2 financial instruments as of December 31, 2022 $ 17,676 Change in fair value 8,838 Level 2 financial instruments as of March 31, 2023 26,514 Change in fair value (16,203 ) Level 2 financial instruments as of June 30, 2023 $ 10,311 Transfers to/from Levels The following table presents the transfers and the change in fair value from December 31, 2021 to June 30, 2022: Warrant Level 3 financial instruments as of December 31, 2021 $ 170,867 Change in fair value (67,758 ) Level 3 financial instruments as of March 31, 2022 103,109 Change in fair value (41,244 ) Transfer to Level 2 (67,865 ) Level 3 financial instruments as of June 30, 2022 $ — The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at June 30, 2023 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Fair value measurements at reporting date using: Description Fair Value Quoted prices in active markets for identical liabilities (Level 1) Significant other observable inputs (Level 2) Significant unobservable inputs (Level 3) Assets: Marketable securities held in Trust Account $ 13,650,778 $ 13,650,778 $ — $ — Liabilities: Warrant liabilities $ 10,311 $ — $ 10,311 $ — The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at December 31, 2022 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Fair value measurements at reporting date using: Description Fair Value Quoted prices in active markets for identical liabilities (Level 1) Significant other observable inputs (Level 2) Significant unobservable inputs (Level 3) Assets: Marketable securities held in Trust Account $ 12,841,399 $ 12,841,399 $ — $ — Liabilities: Warrant liabilities $ 17,676 $ — $ 17,676 $ — | NOTE 8 — FAIR VALUE MEASUREMENTS The Company carries marketable investments, Private Warrants, at fair value. Fair value is based on the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair value is estimated by applying the following hierarchy, which prioritizes the inputs used to measure fair value into three levels and bases the categorization within the hierarchy upon the lowest level of input that is available and significant to the fair value measurement. The Company determined the fair value of its Level 1 financial instruments, which are traded in active markets, using quoted market prices for identical instruments. The Company’s marketable securities held in Trust Account is classified within Level 1 of the fair value hierarchy. The Company’s Private Warrants are valued as Level 2 instruments. The estimated fair value of the Private Warrants is determined using Level 2 inputs for the year ended December 31, 2022. The estimated fair value of the Private Warrants was transferred from Level 3 to Level 2 during the year ended December 31, 2022. Inherent in a Black -Scholes -free -free The fair value of the Private Warrants from the private placement that closed simultaneously with the closing of the IPO was $176,759, which was determined by the Black -Scholes -free -free -free The following table presents information about the transfer from Level 3 to Level 2 within the fair value hierarchy during the year ended December 31, 2022: Warrant liabilities Total Level 3 Financial Instruments Level 3 financial instruments as of December 31, 2021 $ 170,867 $ 170,867 Change in fair value (153,191 ) (153,191 ) Transfer to Level 2 (17,676 ) (17,676 ) Level 3 financial instruments as of December 31, 2022 $ — $ — The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at December 31, 2022 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Fair value measurements at reporting date using: Description Fair Value Quoted prices Significant Significant Assets: Marketable securities held in Trust Account $ 12,841,399 $ 12,841,399 $ — $ — Liabilities: Warrant liabilities $ 17,676 $ — $ 17,676 $ — The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at December 31, 2021 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Fair value measurements at reporting date using: Description Fair Value Quoted prices Significant Significant Assets: Marketable securities held in Trust Account $ 57,340,207 $ 57,340,207 $ — $ — Liabilities: Warrant liabilities $ 170,867 $ — $ — $ 170,867 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. In order to calculate the fair value of the Public Warrants at the IPO date for purposes of establishing the initial allocation of costs, the Company utilized the following inputs to the Monte Carlo simulation model for the initial measurement: Underlying common stock price $ 9.48 Risk free rate 0.82 % Unit purchase price $ 10.00 Estimated term 5 Years Volatility 13.5 % The Company is not required to re -measure -classified |
Income Taxes
Income Taxes | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Income Taxes [Abstract] | ||
INCOME TAXES | NOTE 8 — INCOME TAXES The Company’s effective tax rate for the three months ended June 30, 2023 and 2022 was 7% and 0%, respectively. The Company’s effective tax rate for the six months ended June 30, 2023 and 2022, was 6% and 0%, respectively. The Company’s effective tax rate differs from the statutory income tax rate of 21% primarily due to the recording of a full valuation allowance on deferred tax assets. The Company has evaluated its income tax positions and has determined that it does not have any uncertain tax positions. The Company will recognize interest and penalties related to any uncertain tax positions through its income tax expense. The Company files income tax returns in the U.S. and Delaware jurisdictions and is subject to examination by the various taxing authorities since inception. On August 16, 2022, President Biden signed into law the Inflation Reduction Act of 2022, which includes a 15% minimum tax on the adjusted financial statement income of corporations with a three taxable year average annual adjusted financial statement income in excess of $1 billion, a 1% excise tax on net stock repurchases made by publicly traded US corporations and several tax incentives to promote clean energy. The alternative minimum tax and the excise tax are effective in taxable years beginning after December 31, 2022. While these tax law changes have no immediate effect and are not expected to have a material adverse effect on our results of operations going forward, we will continue to evaluate its impact as further information becomes available. | NOTE 9 — INCOME TAXES The Company accounts for income taxes under ASC 740, which provides for an asset and liability approach of accounting for income taxes. The income tax provision for the year ended December 31, 2022 and for the period from March 18, 2021 (inception) to December 31, 2021 was as follows: December 31, 2022 2021 Current: U.S. federal $ 119,000 $ — State and local — — 119,000 — Deferred: U.S. federal (648,000 ) (238,000 ) State and local 78,000 (78,000 ) (570,000 ) (316,000 ) Change in valuation allowance 570,000 316,000 Provision for income taxes $ 119,000 $ — A reconciliation of the federal income tax rates to the Company’s effective tax rates for the year ended December 31, 2022 and for the period from March 18, 2021 (inception) to December 31, 2021 consist of the following: 2022 2021 U.S. federal statutory rate 21.0 % 21.0 % Effects of: State taxes, net of federal benefit — % — % Change in warrant liabilities 1.4 % — % Tax return to provision adjustment (3.6 )% — % Change in valuation allowance (23.8 )% (21.0 )% Effective rate (5.0 )% — % Significant components of the Company’s deferred tax assets as of December 31, 2022 and 2021 are summarized below. December 31, 2022 December 31, 2021 Deferred tax assets: Net operation loss carryforwards $ — $ 21,000 Startup costs 886,000 295,000 Total deferred tax asset 886,000 316,000 Valuation allowance (886,000 ) (316,000 ) $ — $ — The Company recognizes deferred tax assets to the extent that it believes that these assets are more likely than not to be realized. In making such a determination, the Company considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax -planning The Company’s ability to utilize net operating loss carryforwards will depend on its ability to generate adequate future taxable income. Future utilization of the net operating loss carry forwards is subject to certain limitations under Section 382 of the Internal Revenue Code. As of December 31, 2022 and 2021, the Company had federal net operating loss carryforwards available to offset future taxable income in the amounts of $0 and $76,000, respectively, with no state net operating loss carryforwards available to offset future taxable income as of December 31, 2022 and 2021. The federal net operating loss carryforwards generated do not expire. The Company has evaluated its income tax positions and has determined that it does not have any uncertain tax positions. The Company will recognize interest and penalties related to any uncertain tax positions through its income tax expense. |
Subsequent Events
Subsequent Events | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Subsequent Events [Abstract] | ||
SUBSEQUENT EVENTS | NOTE 9 — 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. On July 11, 2023, the Company entered into a convertible promissory note with its Sponsor for aggregate principal amount of $100,000. The notes is non -interest On July 31, 2023, the Company entered into a convertible promissory note with its Sponsor for aggregate principal amount of $11,250. The notes is non -interest On July 10, 2023, the Company entered into a sixth promissory note with its Sponsor of a principal amount received of $87,500 to extend the time available for the Company to consummate its Initial Business Combination. The note is non -interest On August 7, 2023, the Company held a special meeting of stockholders to extend the time to complete a business combination from August 12, 2023 to February 12, 2024 with no additional payment to the Company’s trust account. In connection with the stockholders’ vote, 570,224 shares were tendered for redemption. As a result, $6,055,325 ($10.62 per share), after deducting allowable taxes, will be removed from the Company’s Trust Account to pay such holders. Following the redemptions, the Company will have 682,148 public shares of common stock outstanding and $7,243,869 shall remain in the Trust Account. | NOTE 10 — SUBSEQUENT EVENTS Nasdaq Deficiency Notice On March 23, 2023, the Company received a letter (the “MVLS Notice”) from the Listing Qualifications Department (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) notifying it that, for the last 30 consecutive business days prior to the date of the MVLS Notice, the Minimum Value of Listed Securities (“MVLS”) was less than $35.0 million, which does not meet the requirement for continued listing on The Nasdaq Capital Market, as required by Nasdaq Listing Rule 5550(b)(2) (the “MVLS Rule”). In accordance with Nasdaq Listing Rule 5810(c)(3)(C), the Staff has provided the Company with 180 calendar days, or until September 19, 2023, to regain compliance with the MVLS Rule. The MVLS Notice has no immediate effect on the listing of the Company’s securities on The Nasdaq Capital Market. If the Company regains compliance with the MVLS Rule, the Staff will provide written confirmation to it and close the matter. To regain compliance with the MVLS Rule, the Company’s MVLS must meet or exceed $35.0 million for a minimum of ten consecutive business days during the 180 -day Convertible Promissory Note with Sponsor On January 17, 2023, the Company entered a convertible promissory note with its Sponsor and received $200,000 of proceeds to be used for operating expenses. The note was non -interest On February 6, 2023, Abri received proceeds of $87,500 upon entering into a non -convertible |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Accounting Policies [Abstract] | ||
Basis of Presentation | Basis of Presentation The accompanying audited financial statements have been prepared in accordance with U.S. GAAP and in accordance with the rules and regulations of the Securities and Exchange Commission (the “SEC”). The summary of significant accounting policies presented below is designed to assist in understanding the Company’s financial statements. Such condensed financial statements and accompanying notes are the representations of the Company’s management, who is responsible for their integrity and objectivity. | Basis of Presentation The accompanying audited financial statements have been prepared in accordance with U.S. GAAP and in accordance with the rules and regulations of the Securities and Exchange Commission (the “SEC”). The summary of significant accounting policies presented below is designed to assist in understanding the Company’s financial statements. Such consolidated financial statements and accompanying notes are the representations of the Company’s management, who is responsible for their integrity and objectivity. |
Emerging Growth Company | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes -Oxley -emerging | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies. 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 |
Use of Estimates | Use of Estimates The preparation of 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. | Use of Estimates The preparation of 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 Equivalents | Cash Equivalents The Company considers all short -term | Cash and cash equivalents The Company considers all short -term |
Marketable Securities Held in Trust Account | Marketable Securities Held in Trust Account The Company has marketable securities held in the Trust Account consisting of securities held in a money market fund that invests in U. S. governmental securities with a maturity of 180 days or less which meet certain conditions under Rule 2a -7 | Marketable Securities Held in Trust Account The Company has marketable securities held in the Trust Account consisting of securities held in a money market fund that invests in U. S. governmental securities with a maturity of 180 days or less which meet certain conditions under Rule 2a -7 |
Offering Costs | Offering Costs Offering costs consist of professional fees, filing, regulatory and other costs incurred through the balance sheet date that are directly related to the IPO. Offering costs are charged against the carrying value of the ordinary shares or the statements of operations based on the relative value of the common shares and the Public Warrants to the proceeds received from the Units sold upon the completion of the IPO. Accordingly, on August 12, 2021, offering costs in the aggregate of $973,988 were recognized (including $359,900 for the fair value of the Representative’s unit purchase option), all of which was allocated to the common shares, reducing the carrying amount of such shares as of such date. | |
Warrant Liabilities | Warrant Liabilities The Company accounts for the Private Warrants in accordance with the guidance contained in ASC 480 under which the Private Warrants do not meet the criteria for equity treatment and must be recorded as derivative liabilities. Accordingly, upon issuance, the Company classified the Private Warrants as liabilities at their fair value and will adjust the Private Warrants to fair value at each reporting period. This liability is subject to re -measurement -Scholes The Company accounts for the Public Warrants in accordance with the guidance contained in ASC 815 -40 | Warrant Liabilities The Company accounts for the Private Warrants in accordance with the guidance contained in ASC 480 , -measurement -Scholes The Company’s Public Warrants were accounted for and are presented as equity and measured using a Monte Carlo simulation model. |
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 480. Common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that feature redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, common stock subject to possible redemption will be presented at redemption value and as temporary equity, outside of the stockholders’ equity (deficit) section of the Company’s balance sheets. The Company has made a policy election in accordance with ASC 480 and will accrete changes in redemption value in additional paid -in -in | Common Stock Subject to Possible Redemption The Company accounts for its common stock subject to possible redemption in accordance with the guidance in ASC 480. Common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that feature redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, common stock subject to possible redemption will be presented at redemption value and as temporary equity, outside of the stockholders’ equity (deficit) section of the Company’s balance sheets. The Company has made a policy election in accordance with ASC 480 and will accrete changes in redemption value in additional paid -in -in |
Income Taxes | Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, Income Taxes ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company 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 June 30, 2023 and December 31, 2022. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by taxing authorities since inception. | Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, Income Taxes ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company 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 December 31, 2022 and 2021. 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 taxing authorities since inception. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage. As of June 30, 2023 and December 31, 2022, the Company had not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage. As of December 31, 2022 and 2021, the Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, Fair Value Measurement -term | 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 Measurement -term |
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 • • • 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. | 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 • • • 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. |
Derivative financial instruments | Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC 815, Derivatives and Hedging -valued -current -cash | Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC 815, Derivatives and Hedging -valued -current -cash |
Net Income (Loss) Per Share | Net Income (Loss) Per 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 net income (loss) per share is computed similar to basic income (loss) 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. All outstanding convertible notes are considered common stock at the beginning of the period or at the time of issuance, if later, pursuant to the if -converted -dilutive The following table summarizes the securities that would be excluded from the diluted per share calculation because the effect of including these potential shares was antidilutive due to the Company’s net loss position, even though the exercise price could be less than the most recent fair value of the common shares: As of Potential shares from convertible debt 165,000 Total 165,000 As of Potential shares from convertible debt 80,000 Total 80,000 The statements of operations include a presentation of loss per redeemable share and loss per non -redeemable -class -redeemable -redeemable For the three and six months ended June 30, 2023 and 2022, the net loss per share included within the statements of operations is based on the following: For the Three Months Ended June 30, 2023 Net loss $ (374,855 ) Accretion of temporary equity to redemption value (301,576 ) Net loss including accretion of temporary equity to redemption value $ (676,431 ) Common Subject to Non-redeemable Common Basic and diluted net loss per share: Numerator: Allocation of net loss including accretion of temporary equity $ (284,233 ) $ (392,198 ) Accretion of temporary equity to redemption value 301,576 — Allocation of net income (loss) $ 17,343 $ (392,198 ) Denominator: Weighted-average shares outstanding 1,252,372 1,728,078 Basic and diluted net income (loss) per share $ 0.01 $ (0.23 ) For the Three Months Ended June 30, 2022 Net loss $ (386,732 ) Accretion of temporary equity to redemption value (1,195,374 ) Net loss including accretion of temporary equity to redemption value $ (1,582,106 ) Common Non-redeemable Basic and diluted net loss per share: Numerator: Allocation of net loss including accretion of temporary equity $ (1,215,716 ) $ (366,390 ) Accretion of temporary equity to redemption value 1,195,371 — Allocation of net loss $ (20,342 ) $ (366,390 ) Denominator: Weighted-average shares outstanding 5,733,920 1,728,078 Basic and diluted net loss per share $ (0.00 ) $ (0.21 ) For the Six Months Ended June 30, 2023 Net loss $ (843,539 ) Accretion of temporary equity to redemption value (609,172 ) Net loss including accretion of temporary equity to redemption value $ (1,452,711 ) Common Subject to Non-redeemable Basic and diluted net loss per share: Numerator: Allocation of net loss including accretion of temporary equity $ (610,423 ) $ (842,288 ) Accretion of temporary equity to redemption value 609,172 — Allocation of net loss $ (1,251 ) $ (842,288 ) Denominator: Weighted-average shares outstanding 1,252,372 1,728,078 Basic and diluted net loss per share $ (0.00 ) $ (0.49 ) For the Six Months Ended June 30, 2022 Net loss $ (1,709,339 ) Accretion of temporary equity to redemption value (2,294,875 ) Net loss including accretion of temporary equity to redemption value $ (4,004,214 ) Common Subject to Non-redeemable Common Basic and diluted net income (loss) per share: Numerator: Allocation of net loss including accretion of temporary equity $ (3,076,903 ) $ (927,311 ) Accretion of temporary equity to redemption value 2,294,875 — Allocation of net loss $ (782,028 ) $ (927,311 ) Denominator: Weighted-average shares outstanding 5,733,920 1,728,078 Basic and diluted net loss per share $ (0.14 ) $ (0.54 ) As of June 30, 2023 and 2022, any securities and other contracts that could, potentially, be exercised or converted into common stock would be antidilutive due to the Company’s loss position. As a result, diluted loss per share is the same as basic loss per share for the periods presented. | Net Loss Per 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 similar to 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. All outstanding convertible notes are considered common stock at the beginning of the period or at the time of issuance, if later, pursuant to the if -converted -dilutive The following table summarizes the securities that would be excluded from the diluted per share calculation because the effect of including these potential shares was antidilutive due to the Company’s net loss position, even though the exercise price could be less than the most recent fair value of the common shares: As of December 31, 2022 Potential shares from convertible debt 125,000 Total 125,000 The Company complies with accounting and disclosure requirements of ASC 260, “ Earnings Per Share -redeemable -class -redeemable -redeemable For the year ended December 31, 2022, the net loss per share included within the statements of operations is based on the following: Net loss $ (2,500,184 ) Less: Accretion of temporary equity to redemption value (6,470,389 ) Net loss including accretion of temporary equity to redemption value $ (8,970,573 ) Common Non-redeemable Basic and diluted net loss per share: Numerator: Allocation of net loss including accretion of temporary equity $ (6,815,107 ) $ (2,155,466 ) Accretion of temporary equity to redemption value 6,470,389 — Allocation of net loss $ (344,718 ) (2,155,466 ) Denominator: Weighted-average shares outstanding 5,463,799 1,728,078 Basic and diluted net loss per share $ (0.06 ) $ (1.25 ) For the period from March 18, 2021 (inception) to December 31, 2021, the net loss per share included within the statements of operations is based on the following: For the period from March 18, 2021 (inception) through December 31, 2021 Net loss $ (1,127,612 ) Accretion of temporary equity to redemption value (1,733,440 ) Net loss including accretion of temporary equity to redemption value $ (2,861,052 ) Common Non-redeemable Basic and diluted net income (loss) per share: Numerator: Allocation of net loss including accretion of temporary equity $ (2,157,043 ) $ (704,009 ) Accretion of temporary equity to redemption value 1,733,440 — Allocation of net loss $ (423,603 ) $ (704,009 ) Denominator: Weighted-average shares outstanding 2,789,393 1,447,964 Basic and diluted net loss per share $ (0.15 ) $ (0.49 ) In connection with the underwriters’ exercise of the over -allotment At December 31, 2022 and 2021, any securities and other contracts that could, potentially, be exercised or converted into ordinary shares would be antidilutive due to the Company’s loss position. As a result, diluted loss per share is the same as basic loss per share for the periods presented. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s unaudited financial statements. | Recent Accounting Pronouncements Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements. |
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 June 30, 2023, and its results of operations for the three and six months ended June 30, 2023. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10 -K -K |
Organization and Summary of S_2
Organization and Summary of Significant Accounting Policies (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Accounting Policies [Abstract] | ||
Schedule of Exercise Price Could Be Less than the Most Recent Fair Value of the Common Shares | The following table summarizes the securities that would be excluded from the diluted per share calculation because the effect of including these potential shares was antidilutive due to the Company’s net loss position, even though the exercise price could be less than the most recent fair value of the common shares: As of Potential shares from convertible debt 165,000 Total 165,000 As of Potential shares from convertible debt 80,000 Total 80,000 | The following table summarizes the securities that would be excluded from the diluted per share calculation because the effect of including these potential shares was antidilutive due to the Company’s net loss position, even though the exercise price could be less than the most recent fair value of the common shares: As of December 31, 2022 Potential shares from convertible debt 125,000 Total 125,000 |
Schedule of Condensed Statement of Operations | For the three and six months ended June 30, 2023 and 2022, the net loss per share included within the statements of operations is based on the following: Net loss $ (374,855 ) Accretion of temporary equity to redemption value (301,576 ) Net loss including accretion of temporary equity to redemption value $ (676,431 ) Net loss $ (386,732 ) Accretion of temporary equity to redemption value (1,195,374 ) Net loss including accretion of temporary equity to redemption value $ (1,582,106 ) Net loss $ (843,539 ) Accretion of temporary equity to redemption value (609,172 ) Net loss including accretion of temporary equity to redemption value $ (1,452,711 ) Net loss $ (1,709,339 ) Accretion of temporary equity to redemption value (2,294,875 ) Net loss including accretion of temporary equity to redemption value $ (4,004,214 ) | For the year ended December 31, 2022, the net loss per share included within the statements of operations is based on the following: Net loss $ (2,500,184 ) Less: Accretion of temporary equity to redemption value (6,470,389 ) Net loss including accretion of temporary equity to redemption value $ (8,970,573 ) Net loss $ (1,127,612 ) Accretion of temporary equity to redemption value (1,733,440 ) Net loss including accretion of temporary equity to redemption value $ (2,861,052 ) |
Schedule of Basic and Diluted Net Income (Loss) Per Share | Common Subject to Non-redeemable Common Basic and diluted net loss per share: Numerator: Allocation of net loss including accretion of temporary equity $ (284,233 ) $ (392,198 ) Accretion of temporary equity to redemption value 301,576 — Allocation of net income (loss) $ 17,343 $ (392,198 ) Denominator: Weighted-average shares outstanding 1,252,372 1,728,078 Basic and diluted net income (loss) per share $ 0.01 $ (0.23 ) Common Non-redeemable Basic and diluted net loss per share: Numerator: Allocation of net loss including accretion of temporary equity $ (1,215,716 ) $ (366,390 ) Accretion of temporary equity to redemption value 1,195,371 — Allocation of net loss $ (20,342 ) $ (366,390 ) Denominator: Weighted-average shares outstanding 5,733,920 1,728,078 Basic and diluted net loss per share $ (0.00 ) $ (0.21 ) Common Subject to Non-redeemable Basic and diluted net loss per share: Numerator: Allocation of net loss including accretion of temporary equity $ (610,423 ) $ (842,288 ) Accretion of temporary equity to redemption value 609,172 — Allocation of net loss $ (1,251 ) $ (842,288 ) Denominator: Weighted-average shares outstanding 1,252,372 1,728,078 Basic and diluted net loss per share $ (0.00 ) $ (0.49 ) Common Subject to Non-redeemable Common Basic and diluted net income (loss) per share: Numerator: Allocation of net loss including accretion of temporary equity $ (3,076,903 ) $ (927,311 ) Accretion of temporary equity to redemption value 2,294,875 — Allocation of net loss $ (782,028 ) $ (927,311 ) Denominator: Weighted-average shares outstanding 5,733,920 1,728,078 Basic and diluted net loss per share $ (0.14 ) $ (0.54 ) | Common Non-redeemable Basic and diluted net loss per share: Numerator: Allocation of net loss including accretion of temporary equity $ (6,815,107 ) $ (2,155,466 ) Accretion of temporary equity to redemption value 6,470,389 — Allocation of net loss $ (344,718 ) (2,155,466 ) Denominator: Weighted-average shares outstanding 5,463,799 1,728,078 Basic and diluted net loss per share $ (0.06 ) $ (1.25 ) Common Non-redeemable Basic and diluted net income (loss) per share: Numerator: Allocation of net loss including accretion of temporary equity $ (2,157,043 ) $ (704,009 ) Accretion of temporary equity to redemption value 1,733,440 — Allocation of net loss $ (423,603 ) $ (704,009 ) Denominator: Weighted-average shares outstanding 2,789,393 1,447,964 Basic and diluted net loss per share $ (0.15 ) $ (0.49 ) |
Stockholders_ Deficit (Tables)
Stockholders’ Deficit (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Stockholders' Equity Note [Abstract] | ||
Schedule of Common Stock Subject to Possible Redemption Reflected on the Balance Sheet | The balances of common stock subject to possible redemption reflected on the balance sheets are reconciled in the following table: Common stock subject to possible redemption as of December 31, 2021 $ 52,323,289 Plus: Accretion of common stock subject to possible redemption 6,470,389 Less: Common stock redeemed on December 19, 2022 (45,952,279 ) Common stock subject to possible redemption as of December 31, 2022 12,841,399 Plus: Accretion of common stock subject to possible redemption 609,172 Common stock subject to possible redemption as of June 30, 2023 $ 13,450,571 | The balances of common stock subject to possible redemption reflected on the balance sheets are reconciled in the following table: Gross proceeds from IPO $ 57,339,200 Less: Fair value of public warrants at issuance (3,201,883 ) Offering Costs allocated to common stock subject to possible redemption (3,547,468 ) Plus: Accretion of common stock subject to possible redemption 1,733,440 Common stock subject to possible redemption as of December 31, 2021 52,323,289 Plus: Accretion of common stock subject to possible redemption 6,332,332 Less: Common stock redeemed on December 19, 2022 (45,952,279 ) Common stock subject to possible redemption as of December 31, 2022 $ 12,703,342 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Fair Value Measurements [Abstract] | ||
Schedule of Level 3 to Level 2 Within the Fair Value Hierarchy | The following table presents the change in fair value from December 31, 2022 to June 30, 2023: Warrant Level 2 financial instruments as of December 31, 2022 $ 17,676 Change in fair value 8,838 Level 2 financial instruments as of March 31, 2023 26,514 Change in fair value (16,203 ) Level 2 financial instruments as of June 30, 2023 $ 10,311 Warrant Level 3 financial instruments as of December 31, 2021 $ 170,867 Change in fair value (67,758 ) Level 3 financial instruments as of March 31, 2022 103,109 Change in fair value (41,244 ) Transfer to Level 2 (67,865 ) Level 3 financial instruments as of June 30, 2022 $ — | The following table presents information about the transfer from Level 3 to Level 2 within the fair value hierarchy during the year ended December 31, 2022: Warrant liabilities Total Level 3 Financial Instruments Level 3 financial instruments as of December 31, 2021 $ 170,867 $ 170,867 Change in fair value (153,191 ) (153,191 ) Transfer to Level 2 (17,676 ) (17,676 ) Level 3 financial instruments as of December 31, 2022 $ — $ — |
Schedule of Assets that are Measured at Fair Value on a Recurring Basis | The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at June 30, 2023 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Fair value measurements at reporting date using: Description Fair Value Quoted prices in active markets for identical liabilities (Level 1) Significant other observable inputs (Level 2) Significant unobservable inputs (Level 3) Assets: Marketable securities held in Trust Account $ 13,650,778 $ 13,650,778 $ — $ — Liabilities: Warrant liabilities $ 10,311 $ — $ 10,311 $ — Fair value measurements at reporting date using: Description Fair Value Quoted prices in active markets for identical liabilities (Level 1) Significant other observable inputs (Level 2) Significant unobservable inputs (Level 3) Assets: Marketable securities held in Trust Account $ 12,841,399 $ 12,841,399 $ — $ — Liabilities: Warrant liabilities $ 17,676 $ — $ 17,676 $ — | The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at December 31, 2022 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Fair value measurements at reporting date using: Description Fair Value Quoted prices Significant Significant Assets: Marketable securities held in Trust Account $ 12,841,399 $ 12,841,399 $ — $ — Liabilities: Warrant liabilities $ 17,676 $ — $ 17,676 $ — Fair value measurements at reporting date using: Description Fair Value Quoted prices Significant Significant Assets: Marketable securities held in Trust Account $ 57,340,207 $ 57,340,207 $ — $ — Liabilities: Warrant liabilities $ 170,867 $ — $ — $ 170,867 |
Schedule of Initial Measurement | In order to calculate the fair value of the Public Warrants at the IPO date for purposes of establishing the initial allocation of costs, the Company utilized the following inputs to the Monte Carlo simulation model for the initial measurement: Underlying common stock price $ 9.48 Risk free rate 0.82 % Unit purchase price $ 10.00 Estimated term 5 Years Volatility 13.5 % |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Taxes [Abstract] | |
Schedule of Income Tax Provision | The income tax provision for the year ended December 31, 2022 and for the period from March 18, 2021 (inception) to December 31, 2021 was as follows: December 31, 2022 2021 Current: U.S. federal $ 119,000 $ — State and local — — 119,000 — Deferred: U.S. federal (648,000 ) (238,000 ) State and local 78,000 (78,000 ) (570,000 ) (316,000 ) Change in valuation allowance 570,000 316,000 Provision for income taxes $ 119,000 $ — |
Schedule of Federal Income Tax Rates | A reconciliation of the federal income tax rates to the Company’s effective tax rates for the year ended December 31, 2022 and for the period from March 18, 2021 (inception) to December 31, 2021 consist of the following: 2022 2021 U.S. federal statutory rate 21.0 % 21.0 % Effects of: State taxes, net of federal benefit — % — % Change in warrant liabilities 1.4 % — % Tax return to provision adjustment (3.6 )% — % Change in valuation allowance (23.8 )% (21.0 )% Effective rate (5.0 )% — % |
Schedule of Deferred Tax Assets | Significant components of the Company’s deferred tax assets as of December 31, 2022 and 2021 are summarized below. December 31, 2022 December 31, 2021 Deferred tax assets: Net operation loss carryforwards $ — $ 21,000 Startup costs 886,000 295,000 Total deferred tax asset 886,000 316,000 Valuation allowance (886,000 ) (316,000 ) $ — $ — |
Nature of the Organization an_2
Nature of the Organization and Business (Details) - USD ($) | 1 Months Ended | 6 Months Ended | 12 Months Ended | |||||||||||
Dec. 09, 2022 | Nov. 01, 2022 | Aug. 12, 2021 | Aug. 23, 2021 | Jun. 30, 2023 | Dec. 31, 2022 | Aug. 12, 2023 | Jul. 10, 2023 | Jun. 09, 2023 | May 11, 2023 | Apr. 11, 2023 | Mar. 10, 2023 | Feb. 06, 2023 | Aug. 05, 2022 | |
Nature of the Organization and Business (Details) [Line Items] | ||||||||||||||
Generating gross proceeds | $ 183,480 | $ 2,762,500 | ||||||||||||
Private sale units (in Shares) | 276,250 | 276,250 | ||||||||||||
Purchase price per unit (in Dollars per share) | $ 10 | $ 10 | ||||||||||||
Gross proceeds | $ 2,762,500 | |||||||||||||
Net proceeds | $ 7,339,200 | |||||||||||||
Maturity terms | 7 days | 180 years | ||||||||||||
Additional private sale units (in Shares) | 18,348 | |||||||||||||
Additional private per share (in Dollars per share) | $ 10 | |||||||||||||
Proceeds held in trust account | $ 57,339,200 | |||||||||||||
Percentage of fair market value | 80% | 80% | ||||||||||||
Percentage of outstanding voting rights | 50% | 50% | ||||||||||||
General and administrative services | $ 10,000 | |||||||||||||
Month fee amount | $ 10,000 | |||||||||||||
Total gross proceeds raised percentage | 3% | 3% | ||||||||||||
Initial business combination | $ 114,000,000,000,000 | |||||||||||||
Warrant price per share (in Dollars per share) | $ 1 | |||||||||||||
Public per share (in Dollars per share) | $ 10.9 | $ 10.25 | ||||||||||||
Net tangible assets | $ 5,000,001 | $ 5,000,001 | ||||||||||||
Deposited in trust account | $ 525,000 | $ 87,500 | $ 87,500 | $ 87,500 | $ 87,500 | $ 87,500 | $ 573,392 | |||||||
Price per share of common stock issued (in Dollars per share) | $ 11.5 | |||||||||||||
Interest to pay dissolution expenses | 100,000 | |||||||||||||
Trust account redemptions description | the Company held a special meeting of stockholders at which such stockholders voted to amend the Company’s amended and restated certificate of incorporation and its investment trust agreement, giving the Company the right to extend the date by which the Company must complete its Initial Business Combination up to six times for an additional one month each time, from February 12, 2023 to August 12, 2023, by depositing $87,500 into the Trust Account for each one-month extension. In connection with the special meeting, 4,481,548 shares of common stock were tendered for redemption, resulting in redemption payments of $45,952,278 out of the Trust Account. | |||||||||||||
Cash | 381,293 | |||||||||||||
Net proceeds | 7,339,200 | |||||||||||||
Proceeds held trust account | 57,339,200 | |||||||||||||
General and administrative services | $ 10,000 | 10,000 | ||||||||||||
Trust account public stockholders | 10,000 | |||||||||||||
Cash | 148,389 | |||||||||||||
Working capital deficiency | 2,743,844 | |||||||||||||
IPO [Member] | ||||||||||||||
Nature of the Organization and Business (Details) [Line Items] | ||||||||||||||
Sale of stock (in Shares) | 5,000,000 | |||||||||||||
Sale of price per unit (in Dollars per share) | $ 10 | |||||||||||||
Generating gross proceeds | $ 50,000,000 | |||||||||||||
Offering costs | $ 973,988 | |||||||||||||
Additional shares (in Shares) | 750,000 | |||||||||||||
Gross proceeds | $ 50,000,000 | |||||||||||||
Net proceeds | $ 50,000,000 | |||||||||||||
Maturity terms | 180 days | |||||||||||||
Public shares redeem percentage | 100% | |||||||||||||
Additional deposit | 1,921,061 | |||||||||||||
Gross proceeds | $ 50,000,000 | |||||||||||||
Net proceeds | $ 50,000,000 | |||||||||||||
Maturity terms | 7 days | |||||||||||||
Over-Allotment Option [Member] | ||||||||||||||
Nature of the Organization and Business (Details) [Line Items] | ||||||||||||||
Generating gross proceeds | $ 7,339,200 | |||||||||||||
Underwriters shares purchased (in Shares) | 733,920 | |||||||||||||
Additional unit per share (in Dollars per share) | $ 10 | |||||||||||||
Price per share of common stock issued (in Dollars per share) | $ 10 | |||||||||||||
Subsequent Event [Member] | ||||||||||||||
Nature of the Organization and Business (Details) [Line Items] | ||||||||||||||
Deposited in trust account | $ 87,500 | |||||||||||||
Additional deposited amount | 87,500 | $ 87,500 | ||||||||||||
Shares of common stock (in Shares) | 4,481,548 | |||||||||||||
Redemption of trust account | $ 45,952,278 | |||||||||||||
Trust Account Redemptions [Member] | Subsequent Event [Member] | ||||||||||||||
Nature of the Organization and Business (Details) [Line Items] | ||||||||||||||
Additional deposited amount | 87,500 | |||||||||||||
Business Combination [Member] | ||||||||||||||
Nature of the Organization and Business (Details) [Line Items] | ||||||||||||||
Initial business combination | $ 750,000 | |||||||||||||
Deposited in trust account | $ 573,392 | 437,500 | ||||||||||||
Price per share of common stock issued (in Dollars per share) | $ 0.1 | |||||||||||||
Additional deposited amount | $ 87,500 | |||||||||||||
Initial business combination description | Abri deposited $573,392 (or $0.10 for each share of common stock issued in the IPO) into the Trust Account to extend the time to complete a business combination to February 12, 2023. The Company further amended the certificate of incorporation and investment trust agreement, as described below. If the Company is unable to complete its Initial Business Combination within the Combination Period, the Company will: (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to us to pay our taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and the Company’s board of directors, liquidate and dissolve, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. | |||||||||||||
Business Combination [Member] | ||||||||||||||
Nature of the Organization and Business (Details) [Line Items] | ||||||||||||||
Initial business combination | $ 750,000 | |||||||||||||
Business Combination [Member] | Private Warrants [Member] | ||||||||||||||
Nature of the Organization and Business (Details) [Line Items] | ||||||||||||||
Warrant price (in Dollars per share) | $ 1 |
Organization and Summary of S_3
Organization and Summary of Significant Accounting Policies (Details) - USD ($) | 6 Months Ended | 12 Months Ended | |||
Aug. 19, 2021 | Aug. 12, 2021 | Jun. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Accounting Policies [Abstract] | |||||
Maturity terms | 7 days | 180 years | |||
Interest income | $ 400,000 | ||||
Aggregate offering costs | $ 973,988 | ||||
Fair value of representative’s unit purchase price | $ 359,900 | ||||
Description of policy election | The Company has made a policy election in accordance with ASC 480 and will accrete changes in redemption value in additional paid-in capital (or accumulated deficit in the absence of additional paid-in capital) through the time period to complete the Initial Business Combination. In connection with a redemption of shares, any unrecognized accretion will be fully recognized for shares that are redeemed. As of December 31, 2022, the Company had recorded accretion of $8,203,829, with no unrecognized accretion. | ||||
Unrecognized accretion | $ 8,203,829 | $ 5,015,911 | |||
Amount of company accretion | $ 1,733,440 | ||||
Common stock warrants (in Shares) | 187,500 | ||||
Amount of company accretion | $ 609,172 | ||||
Unrecognized accretion | $ 200,206 |
Organization and Summary of S_4
Organization and Summary of Significant Accounting Policies (Details) - Schedule of Exercise Price Could Be Less than the Most Recent Fair Value of the Common Shares - shares | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | |
Schedule of Exercise Price Could Be Less than the Most Recent Fair Value of the Common Shares [Abstract] | |||
Potential shares from convertible debt | 165,000 | 80,000 | 125,000 |
Total | 125,000 |
Organization and Summary of S_5
Organization and Summary of Significant Accounting Policies (Details) - Schedule of Condensed Statement of Operations - USD ($) | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | |
Schedule of Condensed Statement of Operations [Abstract] | ||||||
Net loss | $ 374,855 | $ 386,732 | $ 843,539 | $ 1,709,339 | $ (1,127,612) | $ (2,500,184) |
Less: Accretion of temporary equity to redemption value | 301,576 | 1,195,374 | 609,172 | 2,294,875 | (1,733,440) | (6,470,389) |
Net loss including accretion of temporary equity to redemption value | $ 676,431 | $ 1,582,106 | $ 1,452,711 | $ 4,004,214 | $ (2,861,052) | $ (8,970,573) |
Organization and Summary of S_6
Organization and Summary of Significant Accounting Policies (Details) - Schedule of Basic and Diluted Net Income (Loss) Per Share - USD ($) | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | |
Common Shares Subject to Redemption [Member] | ||||||
Numerator: | ||||||
Allocation of net loss including accretion of temporary equity | $ 284,233 | $ 1,215,716 | $ 610,423 | $ 3,076,903 | $ (2,157,043) | $ (6,815,107) |
Accretion of temporary equity to redemption value | 301,576 | 1,195,371 | 609,172 | 2,294,875 | 1,733,440 | 6,470,389 |
Allocation of net loss | $ 17,343 | $ (20,342) | $ (1,251) | $ (782,028) | $ (423,603) | $ (344,718) |
Denominator: | ||||||
Weighted-average shares outstanding (in Shares) | 1,252,372 | 5,733,920 | 1,252,372 | 5,733,920 | 2,789,393 | 5,463,799 |
Basic and diluted net loss per share (in Dollars per share) | $ 0.01 | $ 0 | $ 0 | $ (0.14) | $ (0.15) | $ (0.06) |
Non-redeemable Common Shares [Member] | ||||||
Numerator: | ||||||
Allocation of net loss including accretion of temporary equity | $ 392,198 | $ 366,390 | $ 842,288 | $ 927,311 | $ (704,009) | $ (2,155,466) |
Accretion of temporary equity to redemption value | ||||||
Allocation of net loss | $ (392,198) | $ (366,390) | $ (842,288) | $ (927,311) | $ (704,009) | $ (2,155,466) |
Denominator: | ||||||
Weighted-average shares outstanding (in Shares) | 1,728,078 | 1,728,078 | 1,728,078 | 1,728,078 | 1,447,964 | 1,728,078 |
Basic and diluted net loss per share (in Dollars per share) | $ (0.23) | $ (0.21) | $ (0.49) | $ (0.54) | $ (0.49) | $ (1.25) |
Organization and Summary of S_7
Organization and Summary of Significant Accounting Policies (Details) - Schedule of Basic and Diluted Net Income (Loss) Per Share (Parentheticals) - $ / shares | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | |
Common Shares Subject to Redemption [Member] | ||||||
Organization and Summary of Significant Accounting Policies (Details) - Schedule of Basic and Diluted Net Income (Loss) Per Share (Parentheticals) [Line Items] | ||||||
Weighted-average common shares outstanding, basic and diluted | 2,789,393 | 5,463,799 | ||||
Basic and diluted net income per share | $ 0.01 | $ 0 | $ 0 | $ (0.14) | $ (0.15) | $ (0.06) |
Non-redeemable Common Shares [Member] | ||||||
Organization and Summary of Significant Accounting Policies (Details) - Schedule of Basic and Diluted Net Income (Loss) Per Share (Parentheticals) [Line Items] | ||||||
Weighted-average common shares outstanding, basic and diluted | 1,447,964 | 1,728,078 | ||||
Basic and diluted net income per share | $ (0.23) | $ (0.21) | $ (0.49) | $ (0.54) | $ (0.49) | $ (0.25) |
Initial Public Offering (Detail
Initial Public Offering (Details) - USD ($) | 1 Months Ended | 6 Months Ended | 12 Months Ended | |
Aug. 12, 2021 | Aug. 23, 2021 | Jun. 30, 2023 | Dec. 31, 2022 | |
Initial Public Offering (Details) [Line Items] | ||||
Gross proceeds | $ 2,762,500 | |||
Underwriting fees | $ 1,250,000 | |||
Expenses | 973,988 | |||
Deferred underwriting commissions | $ 1,500,000 | |||
Private sale units (in Shares) | 276,250 | 276,250 | ||
Purchase price per unit (in Dollars per share) | $ 10 | $ 10 | ||
Generating gross proceeds | $ 2,762,500 | |||
Additional gross proceeds | $ 183,480 | |||
Additional private sale units (in Shares) | 18,348 | |||
Net proceeds | $ 7,339,200 | |||
Initial Public Offering [Member] | ||||
Initial Public Offering (Details) [Line Items] | ||||
Share issued (in Shares) | 5,000,000 | |||
Stock price per share (in Dollars per share) | $ 10 | |||
Gross proceeds | $ 50,000,000 | |||
Offering costs | 2,223,988 | |||
Net proceeds | 50,000,000 | |||
Over-Allotment Option [Member] | ||||
Initial Public Offering (Details) [Line Items] | ||||
Deferred underwriting commissions | $ 1,725,000 | |||
Underwriters purchased (in Shares) | 733,920 | |||
Additional units per share (in Dollars per share) | $ 10 | |||
Additional gross proceeds | $ 7,339,200 | |||
Common Stock [Member] | Over-Allotment Option [Member] | ||||
Initial Public Offering (Details) [Line Items] | ||||
Shares issued (in Shares) | 4,020 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||||||
Aug. 12, 2021 | Apr. 12, 2021 | Aug. 23, 2021 | Jun. 30, 2023 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | Mar. 10, 2023 | Feb. 10, 2023 | Nov. 22, 2022 | Nov. 01, 2022 | Aug. 26, 2022 | Aug. 05, 2022 | Apr. 04, 2022 | Mar. 08, 2022 | Apr. 20, 2021 | |
Related Party Transactions (Details) [Line Items] | |||||||||||||||||
Aggregate shares (in Shares) | 276,250 | ||||||||||||||||
Shares issued of additional private units (in Shares) | 18,348 | 2,000,000 | 2,000,000 | 2,000,000 | |||||||||||||
Gross proceeds | $ 183,480 | ||||||||||||||||
Principal amount received | $ 1,250,000 | $ 5 | $ 87,500 | $ 150,000 | $ 573,392 | $ 573,392 | $ 500,000 | $ 300,000 | $ 300,000 | ||||||||
Outstanding aggregate amount | $ 1,584,284 | 1,146,784 | |||||||||||||||
Conversion price of per unit (in Dollars per share) | $ 10 | $ 10 | $ 10 | $ 10 | |||||||||||||
Outstanding under note | 150,000 | ||||||||||||||||
Outstanding value | 300,000 | ||||||||||||||||
General and administrative services | $ 10,000 | 10,000 | |||||||||||||||
Payments for Other Fees | $ 90,000 | 120,000 | |||||||||||||||
Agreement amount | $ 70,000 | 70,000 | 0 | 10,000 | |||||||||||||
Convertible promissory note | 300,000 | 300,000 | |||||||||||||||
Aggregate principal amounts | 400,000 | $ 1,250,000 | |||||||||||||||
Administrative and support services | 10,000 | ||||||||||||||||
Fee amount | $ 30,000 | $ 60,000 | |||||||||||||||
IPO [Member] | |||||||||||||||||
Related Party Transactions (Details) [Line Items] | |||||||||||||||||
Common stock per share (in Dollars per share) | $ 11.5 | ||||||||||||||||
Sponsor [Member] | |||||||||||||||||
Related Party Transactions (Details) [Line Items] | |||||||||||||||||
Principal amount received | $ 300,000 | ||||||||||||||||
Principal amount | $ 573,392 | $ 573,392 | |||||||||||||||
Conversion price of per unit (in Dollars per share) | $ 10 | $ 10 | |||||||||||||||
Sponsor [Member] | Maximum [Member] | |||||||||||||||||
Related Party Transactions (Details) [Line Items] | |||||||||||||||||
Outstanding under note | $ 500,000 | ||||||||||||||||
Convertible Promissory Notes One [Member] | |||||||||||||||||
Related Party Transactions (Details) [Line Items] | |||||||||||||||||
Outstanding under note | 300,000 | ||||||||||||||||
2022 Convertible Promissory Notes [Member] | |||||||||||||||||
Related Party Transactions (Details) [Line Items] | |||||||||||||||||
Outstanding under note | 1,250,000 | 1,250,000 | |||||||||||||||
2023 Convertible Promissory Notes [Member] | |||||||||||||||||
Related Party Transactions (Details) [Line Items] | |||||||||||||||||
Outstanding under note | 400,000 | $ 0 | |||||||||||||||
Sponsor [Member] | |||||||||||||||||
Related Party Transactions (Details) [Line Items] | |||||||||||||||||
Purchased shares (in Shares) | 1,437,500 | ||||||||||||||||
Aggregate price | $ 25,000 | ||||||||||||||||
Aggregate principal amounts | $ 400,000 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) | 6 Months Ended | 12 Months Ended | |||
Aug. 12, 2021 | Jun. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Aug. 23, 2021 | |
Commitments and Contingencies (Details) [Line Items] | |||||
Total consideration (in Dollars) | $ 114,000,000,000,000 | ||||
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |
Shares of common stock | 2,000,000 | 2,000,000 | 18,348 | ||
Founder shares percentage | 50% | 50% | |||
Common stock equals or exceeds per shares (in Dollars per share) | $ 12.5 | $ 12.5 | |||
Underwriters sales (in Dollars) | $ 100 | $ 100 | |||
Option to purchase share | 300,000 | 300,000 | |||
Option to purchase (in Dollars per share) | $ 11.5 | $ 11.5 | |||
Expired term | 5 years | 5 years | |||
Option units | 300,000 | 300,000 | |||
Common stock shares | 300,000 | 300,000 | |||
Warrants purchased | 300,000 | 300,000 | |||
Registration rights description | Notwithstanding the foregoing, the underwriters and their related persons may not (i) have more than one demand registration right at our expense, (ii) exercise their demand registration rights more than five (5) years from the effective date of the registration statement, and (iii) exercise their “piggy-back” registration rights more than seven (7) years from the effective date of the registration statement. | Notwithstanding the foregoing, the underwriters and their related persons may not (i) have more than one demand registration right at our expense, (ii) exercise their demand registration rights more than five (5) years from the effective date of the registration statement, and (iii) exercise their “piggy-back” registration rights more than seven (7) years from the effective date of the registration statement. | |||
Cash payment (in Dollars) | $ 100 | ||||
Total consideration (in Dollars) | $ 114,000,000 | ||||
Business combination remaining percentage | 50% | ||||
Cash payment (in Dollars) | $ 100 | ||||
Over-Allotment Option [Member] | |||||
Commitments and Contingencies (Details) [Line Items] | |||||
Exercised shares | 344,035 | 344,035 | |||
First Milestone Event [Member] | |||||
Commitments and Contingencies (Details) [Line Items] | |||||
Management earnout shares | 500,000 | 500,000 | |||
Second Milestone Event [Member] | |||||
Commitments and Contingencies (Details) [Line Items] | |||||
Management earnout shares | 650,000 | 650,000 | |||
Third Milestone Event [Member] | |||||
Commitments and Contingencies (Details) [Line Items] | |||||
Management earnout shares | 850,000 | 850,000 |
Stockholders_ Deficit (Details)
Stockholders’ Deficit (Details) - USD ($) | 1 Months Ended | 6 Months Ended | 12 Months Ended | |||
Aug. 09, 2021 | Apr. 12, 2021 | Aug. 23, 2021 | Jun. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Stockholders’ Deficit (Details) [Line Items] | ||||||
Common stock, share authorized | 5,000,000 | |||||
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | ||||
Founder shares | 1,437,500 | 4,020 | ||||
Founder shares per price (in Dollars per share) | $ 0.0001 | $ 0.0001 | ||||
Total receivable (in Dollars) | $ 25,000 | |||||
Shares subject to forfeiture | 187,500 | |||||
Generating additional gross proceeds (in Dollars) | $ 183,480 | |||||
Additional private sale units | 18,348 | |||||
Issuance shares | 100,000,000 | 100,000,000 | ||||
Preferred stock | 1,000,000 | 1,000,000 | ||||
Preferred stock par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | ||||
Common stock price per share (in Dollars per share) | $ 11.5 | |||||
Initial business combination | 1 year | 1 year | ||||
Warrants expire | 5 years | 5 years | ||||
Description of warrants for redemption | We may redeem the outstanding warrants, in whole and not in part, at a price of $0.01 per warrant:• at any time while the warrants are exercisable;• upon a minimum of 30 days’ prior written notice of redemption;• if, and only if, the last sales price of our shares of common stock equals or exceeds $16.50 per share for any 20 trading days within a 30-trading day period ending three business days before we send the notice of redemption; and• 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. | We may redeem the outstanding warrants, in whole and not in part, at a price of $0.01 per warrant:• at any time while the warrants are exercisable;• upon a minimum of 30 days’ prior written notice of redemption;• if, and only if, the last sales price of our shares of common stock equals or exceeds $16.50 per share for any 20 trading days within a 30-trading day period ending three business days before we send the notice of redemption; and• 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. | ||||
Trigger price (in Dollars per share) | $ 16.5 | $ 16.5 | ||||
Warrant exercise price per share (in Dollars per share) | $ 11.5 | |||||
Common stock voting rights | one | one | ||||
Common stock price per share (in Dollars per share) | $ 11.5 | |||||
Warrants expiration | 5 years | |||||
Warrant exercise price per share (in Dollars per share) | $ 11.5 | |||||
Over-Allotment Option [Member] | ||||||
Stockholders’ Deficit (Details) [Line Items] | ||||||
Underwriters shares purchased | 733,920 | |||||
Additional unit per share (in Dollars per share) | $ 10 | |||||
Generating additional gross proceeds (in Dollars) | $ 7,339,200 | |||||
Common stock price per share (in Dollars per share) | $ 10 | |||||
Common Stock Subject to Redemption [Member] | ||||||
Stockholders’ Deficit (Details) [Line Items] | ||||||
Common stock, share authorized | 100,000,000 | 100,000,000 | ||||
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | ||||
Common stock outstanding subject to possible redemption | 1,252,372 | 1,252,372 | 5,733,920 |
Stockholders_ Deficit (Detail_2
Stockholders’ Deficit (Details) - Schedule of Common Stock Subject to Possible Redemption Reflected on the Balance Sheet - USD ($) | 9 Months Ended | 12 Months Ended |
Dec. 31, 2021 | Dec. 31, 2022 | |
Financial Instruments Subject to Mandatory Redemption by Settlement Terms [Line Items] | ||
Gross proceeds from IPO | $ 57,339,200 | |
Less: | ||
Fair value of public warrants at issuance | (3,201,883) | |
Offering Costs allocated to common stock subject to possible redemption | (3,547,468) | |
Plus: | ||
Accretion of common stock subject to possible redemption | 1,733,440 | $ 6,332,332 |
Common stock redeemed on December 19, 2022 | (45,952,279) | |
Common stock subject to possible redemption | $ 52,323,289 | $ 12,703,342 |
Warrants (Details)
Warrants (Details) - USD ($) | 1 Months Ended | 6 Months Ended | 12 Months Ended | |||
Aug. 12, 2021 | Aug. 23, 2021 | Jun. 30, 2023 | Dec. 31, 2022 | Nov. 01, 2022 | Dec. 31, 2021 | |
Warrants (Details) [Line Items] | ||||||
Gross proceeds (in Dollars) | $ 2,762,500 | |||||
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
Private sale units | 276,250 | 276,250 | ||||
Purchase price per unit (in Dollars per share) | $ 10 | $ 10 | ||||
Generating gross proceeds (in Dollars) | $ 183,480 | $ 2,762,500 | ||||
Underwriters sales (in Dollars) | $ 100 | $ 100 | ||||
Option to purchase share | 300,000 | 300,000 | ||||
Warrants expire | 5 years | 5 years | ||||
Option units | 300,000 | 300,000 | ||||
Common stock shares | 300,000 | 300,000 | ||||
Warrants purchased | 300,000 | 300,000 | ||||
Cash payment (in Dollars) | $ 100 | |||||
Purchase of additional units | 18,348 | |||||
Per share price (in Dollars per share) | $ 11.5 | |||||
Generating gross proceeds (in Dollars) | $ 183,480 | $ 2,762,500 | ||||
Fair value of public warrants, per share (in Dollars per share) | $ 0.6 | $ 0.6 | ||||
IPO [Member] | ||||||
Warrants (Details) [Line Items] | ||||||
Sale of stock | 5,000,000 | |||||
Sale of price per unit (in Dollars per share) | $ 10 | |||||
Gross proceeds (in Dollars) | $ 50,000,000 | |||||
Common stock, par value (in Dollars per share) | $ 0.0001 | |||||
Additional amount | 750,000 | |||||
Price per share (in Dollars per share) | $ 11.5 | |||||
Generating gross proceeds (in Dollars) | $ 50,000,000 | |||||
Over-Allotment Option [Member] | ||||||
Warrants (Details) [Line Items] | ||||||
Exercised shares | 344,035 | 344,035 | ||||
Price per share (in Dollars per share) | $ 11.5 | |||||
Purchase of additional units | 733,920 | |||||
Per share price (in Dollars per share) | $ 10 | |||||
Generating gross proceeds (in Dollars) | $ 7,339,200 | |||||
Business Combination [Member] | ||||||
Warrants (Details) [Line Items] | ||||||
Per share price (in Dollars per share) | $ 0.1 | |||||
Business combination description | The Sponsor has agreed to waive its redemption rights with respect to any shares underlying the Private Units (i) in connection with the consummation of a business combination, (ii) in connection with a stockholder vote to amend our amended and restated certificate of incorporation to modify the substance or timing of our obligation to allow redemption in connection with our Initial Business Combination or certain amendments to our charter prior thereto, to redeem 100% of our public shares if we do not complete our Initial Business Combination within 12 months from the completion of this offering (or up to 18 months from the closing of this offering if extended) or with respect to any other provision relating to stockholders’ rights or pre-Initial Business Combination activity and (iii) if we fail to consummate a business combination within 12 months from the completion of this offering (or up to 18 months from the closing of this offering if extended) or if we liquidate prior to the expiration of the 18 month period. However, the Sponsor will be entitled to redemption rights with respect to any public shares it holds if we fail to consummate a business combination or liquidate within the 18-month period. | The Sponsor has agreed to waive its redemption rights with respect to any shares underlying the Private Units (i) in connection with the consummation of a business combination, (ii) in connection with a stockholder vote to amend our amended and restated certificate of incorporation to modify the substance or timing of our obligation to allow redemption in connection with our Initial Business Combination or certain amendments to our charter prior thereto, to redeem 100% of our public shares if we do not complete our Initial Business Combination within 12 months from the completion of this offering (or up to 18 months from the closing of this offering if extended) or with respect to any other provision relating to stockholders’ rights or pre-Initial Business Combination activity and (iii) if we fail to consummate a business combination within 12 months from the completion of this offering (or up to 18 months from the closing of this offering if extended) or if we liquidate prior to the expiration of the 18 month period. However, the Sponsor will be entitled to redemption rights with respect to any public shares it holds if we fail to consummate a business combination or liquidate within the 18-month period. |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | |
Fair Value Measurements (Details) [Line Items] | ||||||
Initial public offering (in Dollars) | $ 176,759 | |||||
Dividend yield | 0% | 0% | 0% | |||
Term | 1 year 3 months | 4 years 9 months | 4 years 6 months | |||
Volatility | 2.50% | 11.80% | 0.70% | |||
Exercise price (in Dollars per share) | $ 11.5 | $ 11.5 | $ 11.5 | $ 11.5 | ||
Risk-free rate | 3.01% | 1.19% | 4.27% | |||
Amount of fair value (in Dollars) | $ 170,867 | $ 17,676 | ||||
Fair value of private warrant (in Dollars) | $ 10,311 | $ 61,865 | 153,191 | |||
Change in fair value of warrant liability (in Dollars) | $ (16,203) | $ (41,244) | $ (7,365) | $ (109,002) | $ (5,892) | $ (153,191) |
Black-Scholes Pricing Model [Member] | ||||||
Fair Value Measurements (Details) [Line Items] | ||||||
Dividend yield | 0% | 0% | ||||
Term | 5 years | |||||
Volatility | 1.40% | 13.50% | ||||
Exercise price (in Dollars per share) | $ 11.5 | $ 11.5 | $ 11.5 | |||
Risk-free rate | 5.27% | 0.81% | ||||
Change in fair value of warrant liability (in Dollars) | $ (16,203) |
Fair Value Measurements (Deta_2
Fair Value Measurements (Details) - Schedule of Level 3 to Level 2 Within the Fair Value Hierarchy - USD ($) | 3 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2022 | |
Warrant liabilities [Member] | ||
Fair Value Measurements (Details) - Schedule of Level 3 to Level 2 Within the Fair Value Hierarchy [Line Items] | ||
Level 3 financial instruments begininng | $ 170,867 | |
Change in fair value | (153,191) | |
Transfer to Level 2 | $ (67,865) | (17,676) |
Level 3 financial instruments ending | ||
Total Level 3 Financial Instruments [Member] | ||
Fair Value Measurements (Details) - Schedule of Level 3 to Level 2 Within the Fair Value Hierarchy [Line Items] | ||
Level 3 financial instruments begininng | 170,867 | |
Change in fair value | (153,191) | |
Transfer to Level 2 | (17,676) | |
Level 3 financial instruments ending |
Fair Value Measurements (Deta_3
Fair Value Measurements (Details) - Schedule of Assets that are Measured at Fair Value on a Recurring Basis - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Assets: | |||
Cash held in Trust Account – U.S. Money Market | $ 12,841,399 | $ 57,340,207 | |
Liabilities: | |||
Warrant liabilities | $ 10,311 | 17,676 | 170,867 |
Fair value measurements at reporting date using: Quoted prices in active markets for identical liabilities (Level 1) [Member] | |||
Assets: | |||
Cash held in Trust Account – U.S. Money Market | 12,841,399 | 57,340,207 | |
Liabilities: | |||
Warrant liabilities | |||
Fair value measurements at reporting date using: Significant other observable inputs (Level 2) [Member] | |||
Assets: | |||
Cash held in Trust Account – U.S. Money Market | |||
Liabilities: | |||
Warrant liabilities | 10,311 | 17,676 | |
Fair value measurements at reporting date using: Significant unobservable inputs (Level 3) [Member] | |||
Assets: | |||
Cash held in Trust Account – U.S. Money Market | |||
Liabilities: | |||
Warrant liabilities | $ 170,867 |
Fair Value Measurements (Deta_4
Fair Value Measurements (Details) - Schedule of Initial Measurement | 12 Months Ended |
Dec. 31, 2022 $ / shares | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Underlying common stock price | $ 9.48 |
Risk free rate | 0.82% |
Unit purchase price | $ 10 |
Estimated term | 5 years |
Volatility | 13.50% |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Aug. 16, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income Taxes [Abstract] | ||||||||
Valuation allowance (in Dollars) | $ 316,000 | $ 886,000 | $ 316,000 | |||||
Taxable income (in Dollars) | $ 76,000 | $ 0 | ||||||
Effective tax rate | 7% | 0% | 6% | 0% | ||||
Statutory income tax rate | 21% | 21% | 21% | |||||
Minimum tax | 15% | |||||||
Excess of cost (in Dollars) | $ 1,000,000,000 | |||||||
Excise tax | 1% |
Income Taxes (Details) - Schedu
Income Taxes (Details) - Schedule of Income Tax Provision - USD ($) | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2023 | Dec. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Current: | |||||
U.S. federal | $ 119,000 | ||||
State and local | |||||
Total income tax provision | 119,000 | ||||
Deferred: | |||||
U.S. federal | (648,000) | (238,000) | |||
State and local | 78,000 | (78,000) | |||
Total income tax provision | (570,000) | (316,000) | |||
Change in valuation allowance | 570,000 | 316,000 | |||
Provision for income taxes | $ 24,000 | $ 48,000 | $ 119,000 |
Income Taxes (Details) - Sche_2
Income Taxes (Details) - Schedule of Federal Income Tax Rates | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule of Federal Income Tax Rates [Abstract] | |||
U.S. federal statutory rate | 21% | 21% | 21% |
Effects of: | |||
State taxes, net of federal benefit | |||
Change in warrant liabilities | 1.40% | ||
Tax return to provision adjustment | (3.60%) | ||
Change in valuation allowance | (23.80%) | (21.00%) | |
Effective rate | (5.00%) |
Income Taxes (Details) - Sche_3
Income Taxes (Details) - Schedule of Deferred Tax Assets - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Deferred tax assets: | ||
Net operation loss carryforwards | $ 21,000 | |
Startup costs | 886,000 | 295,000 |
Total deferred tax asset | 886,000 | 316,000 |
Valuation allowance | (886,000) | (316,000) |
Total |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) | 1 Months Ended | ||||||||||||
Aug. 07, 2023 | Feb. 06, 2023 | Sep. 19, 2023 | Mar. 23, 2023 | Jan. 17, 2023 | Jul. 31, 2023 | Jul. 11, 2023 | Jul. 10, 2023 | Jun. 30, 2023 | Mar. 10, 2023 | Dec. 31, 2022 | Nov. 22, 2022 | Apr. 04, 2022 | |
Subsequent Events (Details) [Line Items] | |||||||||||||
Conversion price per share (in Dollars per share) | $ 10 | $ 10 | $ 10 | ||||||||||
Common stock outstanding | $ 300,000 | ||||||||||||
Subsequent Event [Member] | |||||||||||||
Subsequent Events (Details) [Line Items] | |||||||||||||
Value of minimum listed securities | $ 35,000,000 | ||||||||||||
Operating expenses | $ 200,000 | ||||||||||||
Conversion price (in Dollars per share) | $ 10 | ||||||||||||
Shares outstanding (in Shares) | 200,000 | ||||||||||||
Non-convertible promissory note | $ 87,500 | ||||||||||||
Additional deposited amount | $ 87,500 | $ 87,500 | |||||||||||
Conversion price per share (in Dollars per share) | $ 10 | $ 10 | |||||||||||
Stockholders shares (in Shares) | 570,224 | ||||||||||||
Taxes amount | $ 6,055,325 | ||||||||||||
Number per share (in Dollars per share) | $ 10.62 | ||||||||||||
Public shares | $ 682,148 | ||||||||||||
Common stock outstanding | $ 7,243,869 | ||||||||||||
Forecast [Member] | |||||||||||||
Subsequent Events (Details) [Line Items] | |||||||||||||
Minimum amount for compliance period | $ 35,000,000 | ||||||||||||
Sponsor [Member] | Subsequent Event [Member] | |||||||||||||
Subsequent Events (Details) [Line Items] | |||||||||||||
Aggregate principal amount | $ 11,250 | $ 100,000 | $ 87,500 |
Organization and Summary of S_8
Organization and Summary of Significant Accounting Policies (Details) - Schedule of Exercise Price Could Be Less than the Most Recent Fair Value of the Common Shares - USD ($) | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | |
Schedule of Exercise Price Could Be Less than the Most Recent Fair Value of the Common Shares [Abstract] | |||
Potential shares from convertible debt | 165,000 | 80,000 | 125,000 |
Total | $ 165,000 | $ 80,000 |
Organization and Summary of S_9
Organization and Summary of Significant Accounting Policies (Details) - Schedule of Condensed Statement of Operations - USD ($) | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | |
Schedule of Condensed Statement of Operations [Abstract] | ||||||
Net loss | $ (374,855) | $ (386,732) | $ (843,539) | $ (1,709,339) | $ 1,127,612 | $ 2,500,184 |
Accretion of temporary equity to redemption value | (301,576) | (1,195,374) | (609,172) | (2,294,875) | 1,733,440 | 6,470,389 |
Net loss including accretion of temporary equity to redemption value | $ (676,431) | $ (1,582,106) | $ (1,452,711) | $ (4,004,214) | $ 2,861,052 | $ 8,970,573 |
Organization and Summary of _10
Organization and Summary of Significant Accounting Policies (Details) - Schedule of Basic and Diluted Net Income (Loss) Per Share - USD ($) | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | |
Common Shares Subject to Redemption [Member] | ||||||
Numerator: | ||||||
Allocation of net loss including accretion of temporary equity | $ (284,233) | $ (1,215,716) | $ (610,423) | $ (3,076,903) | $ 2,157,043 | $ 6,815,107 |
Accretion of temporary equity to redemption value | 301,576 | 1,195,371 | 609,172 | 2,294,875 | 1,733,440 | 6,470,389 |
Allocation of net loss | $ 17,343 | $ (20,342) | $ (1,251) | $ (782,028) | $ (423,603) | $ (344,718) |
Denominator: | ||||||
Weighted-average shares outstanding (in Shares) | 1,252,372 | 5,733,920 | 1,252,372 | 5,733,920 | 2,789,393 | 5,463,799 |
Basic net loss per share (in Dollars per share) | $ 0.01 | $ 0 | $ 0 | $ (0.14) | $ (0.15) | $ (0.06) |
Non-redeemable Common Shares [Member] | ||||||
Numerator: | ||||||
Allocation of net loss including accretion of temporary equity | $ (392,198) | $ (366,390) | $ (842,288) | $ (927,311) | $ 704,009 | $ 2,155,466 |
Accretion of temporary equity to redemption value | ||||||
Allocation of net loss | $ (392,198) | $ (366,390) | $ (842,288) | $ (927,311) | $ (704,009) | $ (2,155,466) |
Denominator: | ||||||
Weighted-average shares outstanding (in Shares) | 1,728,078 | 1,728,078 | 1,728,078 | 1,728,078 | 1,447,964 | 1,728,078 |
Basic net loss per share (in Dollars per share) | $ (0.23) | $ (0.21) | $ (0.49) | $ (0.54) | $ (0.49) | $ (1.25) |
Organization and Summary of _11
Organization and Summary of Significant Accounting Policies (Details) - Schedule of Basic and Diluted Net Income (Loss) Per Share (Parentheticals) - $ / shares | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | |
Common Shares Subject to Redemption [Member] | ||||||
Organization and Summary of Significant Accounting Policies (Details) - Schedule of Basic and Diluted Net Income (Loss) Per Share (Parentheticals) [Line Items] | ||||||
Diluted net loss per share | $ 0.01 | $ 0 | $ 0 | $ (0.14) | $ (0.15) | $ (0.06) |
Non-redeemable Common Shares [Member] | ||||||
Organization and Summary of Significant Accounting Policies (Details) - Schedule of Basic and Diluted Net Income (Loss) Per Share (Parentheticals) [Line Items] | ||||||
Diluted net loss per share | $ (0.23) | $ (0.21) | $ (0.49) | $ (0.54) | $ (0.49) | $ (0.25) |
Stockholders_ Deficit (Detail_3
Stockholders’ Deficit (Details) - Schedule of Common Stock Subject to Possible Redemption Reflected on the Balance Sheets - USD ($) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Schedule of Common Stock Subject to Possible Redemption Reflected on the Balance Sheets [Abstract] | ||
Common stock subject to possible redemption, beginning | $ 12,841,399 | $ 52,323,289 |
Common stock subject to possible redemption, ending | 13,450,571 | 12,841,399 |
Accretion of common stock subject to possible redemption | $ 609,172 | 6,470,389 |
Common stock redeemed on December 19, 2022 | $ (45,952,279) |
Fair Value Measurements (Deta_5
Fair Value Measurements (Details) - Schedule of Change in Fair Value - Warrant liabilities [Member] - USD ($) | 3 Months Ended | 12 Months Ended | |||
Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2022 | |
Fair Value Measurements (Details) - Schedule of Change in Fair Value [Line Items] | |||||
Financial instruments, beginning | $ 26,514 | $ 17,676 | $ 103,109 | $ 170,867 | $ 170,867 |
Financial instruments, ending | 10,311 | 26,514 | 103,109 | 17,676 | |
Change in fair value | $ (16,203) | $ 8,838 | (41,244) | $ (67,758) | |
Transfer to Level 2 | $ (67,865) | $ (17,676) |
Fair Value Measurements (Deta_6
Fair Value Measurements (Details) - Schedule of Assets that are Measured at Fair Value on a Recurring Basis - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Assets: | |||
Marketable securities held in Trust Account | $ 13,650,778 | $ 12,841,399 | |
Liabilities: | |||
Warrant liabilities | 10,311 | 17,676 | $ 170,867 |
Fair value measurements at reporting date using: Quoted prices in active markets for identical liabilities (Level 1 [Member] | |||
Assets: | |||
Marketable securities held in Trust Account | 13,650,778 | 12,841,399 | |
Liabilities: | |||
Warrant liabilities | |||
Fair value measurements at reporting date using: Significant other observable inputs (Level 2) [Member] | |||
Assets: | |||
Marketable securities held in Trust Account | |||
Liabilities: | |||
Warrant liabilities | 10,311 | 17,676 | |
Fair value measurements at reporting date using: Significant unobservable inputs (Level 3) [Member] | |||
Assets: | |||
Marketable securities held in Trust Account | |||
Liabilities: | |||
Warrant liabilities | $ 170,867 |