| SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended | 12 Months Ended |
| Sep. 30, 2023 | Dec. 31, 2022 |
| Basis of Presentation and Principles of Consolidation | Basis
of Presentation and Principles of Consolidation The
accompanying consolidated financial statements have been prepared in accordance with U.S. GAAP and pursuant to the rules and regulations
of the Securities and Exchange Commission (“SEC”). The consolidated financial statements include the accounts of the Company
and its subsidiaries. All significant intercompany accounts and transactions have been eliminated. | |
| Use of Estimates | Use
of Estimates In
preparing the consolidated financial statements in conformity with U.S. GAAP, the management is required to make certain 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. These estimates are based
on information available as of the date of the consolidated financial statements. Significant estimates required to be made by management
include, but are not limited to, the allowance for doubtful accounts, useful lives of property and equipment, the impairment of long-lived
assets, and valuation allowance of deferred tax assets. Actual results could differ from those estimates. | |
| Cash and Cash Equivalents | Cash
and Cash Equivalents Cash
and cash equivalents include cash on hand and deposits in banks that are unrestricted as to withdrawal or use, and which have original
maturities of three months or less. | |
| Income Taxes | Income
Taxes Income
taxes are accounted for using an asset and liability method of accounting for income taxes in accordance with ASC 740, “Income
Taxes.” Under this method, income tax expense is recognized for the amount of: (i) taxes payable or refundable for the current
period and (ii) deferred tax consequences of temporary differences resulting from matters that have been recognized in an entity’s
financial statements or tax returns. Deferred tax assets also include the prior years’ net operating losses carried forward. Deferred
tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary
differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized
in the results of operations in the period that includes the enactment date. A valuation allowance is provided to reduce the deferred
tax assets reported if based on the weight of the available positive and negative evidence, it is more likely than not some portion or
all of the deferred tax assets will not be realized. The
Company follows ASC 740, which prescribes a more-likely-than-not threshold for financial statement recognition and measurement of a tax
position taken or expected to be taken in a tax return. ASC 740 also provides guidance on recognition of income tax assets and liabilities,
classification of current and deferred income tax assets and liabilities, accounting for interest and penalties associated with tax positions,
accounting for income taxes in interim periods, and income tax disclosures. Under
the provisions of ASC 740, when tax returns are filed, it is likely that some positions taken would be sustained upon examination by
the taxing authorities, while others are subject to uncertainty about the merits of the position taken or the amount of the position
that would be ultimately sustained. The benefit of a tax position is recognized in the financial statements in the period during which,
based on all available evidence, management believes it is more likely than not that the position will be sustained upon examination,
including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions.
Tax positions that meet the more-likely-than-not recognition threshold are measured as the largest amount of tax benefit that is more
than 50% likely of being realized upon settlement with the applicable taxing authority. The portion of the benefits associated with tax
positions taken that exceeds the amount measured as described above is reflected as a liability for unrecognized tax benefits in the
accompanying balance sheets along with any associated interest and penalties that would be payable to the taxing authorities upon examination.
Interest associated with unrecognized tax benefits is classified as interest expense and penalties are classified in selling, general
and administrative expenses in the statements of operations. | |
| Concentration of Credit Risk | Concentration
of Credit Risk Financial
instruments that potentially subject the Company to credit risk consist primarily of accounts and other receivables. The Company does
not require collateral or other security to support these receivables. The Company conducts periodic reviews of the financial condition
and payment practices of its customers to minimize collection risk on accounts receivable. For
the nine months ended September 30, 2023, Customer A accounts for 27.7 For
the nine months ended September 30, 2022, Customer C and Customer D accounts for respectively 14.8 12 As
of September 30, 2023, Customer A accounts for 19.6 70.2 15.1 16.2 12.8 For
the nine months ended September 30, 2023, Vendor A and Vendor B accounts for respectively 39.4 16.4 For
the nine months ended September 30, 2022, Vendor B accounts for respectively 30.8 As
of December 31, 2022, Vendor A accounts for 31.2 20.1 | |
| Earnings (Loss) Per Share | Earnings
(Loss) Per Share The
Company computes basic and diluted earnings (loss) per share in accordance with ASC 260, Earnings per Share | |
| Convertible Promissory Notes and Derivative Instruments | Convertible
Promissory Notes and Derivative Instruments The
Company accounts for the fair value of the conversion feature in accordance with the guidance contained in ASC 815, which requires the
Company to bifurcate and separately account for the conversion feature as an embedded derivative contained in the Company’s convertible
promissory note. Accordingly, we account for the conversion option as an embedded derivative contained in the Company’s promissory
note at fair value. The derivative liability is required to be remeasured at each reporting date and the change in fair value is recognized
in our consolidated statements of operations. | |
| Unaudited Interim Consolidated Financial Information | Unaudited
Interim Consolidated Financial Information The
accompanying interim consolidated balance sheet as of September 30, 2023, the interim consolidated statements of operations and comprehensive
income (loss), consolidated statements of changes in shareholders’ equity (deficiency), and cash flows for the nine months ended
September 30, 2023 and 2022 and the related notes to such interim consolidated financial statements are unaudited. These unaudited interim
consolidated financial statements have been prepared in accordance with U.S. GAAP. In management’s opinion, the unaudited interim
consolidated financial statements have been prepared on the same basis as the annual financial statements and reflect all adjustments,
which include only normal recurring adjustments necessary for the fair statement of the Company’s financial position as of September
30, 2023 and the Company’s consolidated results of operations and cash flows for the nine months ended September 30, 2023 and 2022.
The consolidated results of operations for the nine months ended September 30, 2023 are not necessarily indicative of the results to
be expected for the full year ending December 31, 2023. | |
| Accounts Receivable, net | Accounts
Receivable, net Accounts
receivable, net represent the amounts that the Company has an unconditional right to consideration, which are stated at the original
amount less an allowance for doubtful receivables. The Company reviews the accounts receivable on a periodic basis and makes general
and specific allowances when there is doubt as to the collectability of individual balances. The Company usually determines the adequacy
of reserves for doubtful accounts based on individual account analysis and historical collection trends. The Company establishes a provision
for doubtful receivables when there is objective evidence that the Company may not be able to collect amounts due. The allowance is based
on management’s best estimates of specific losses on individual exposures, as well as a provision on historical trends of collections.
The provision is recorded against accounts receivables balances, with a corresponding charge recorded in the consolidated statements
of operations and comprehensive income. Delinquent account balances are written off against the allowance for doubtful accounts after
management has determined that the likelihood of collection is remote. In circumstances in which the Company receives payment for accounts
receivable that have previously been written off, the Company reverses the allowance and bad debt. | |
| Inventories | Inventories Inventories
consist principally of raw materials used for rendering computing sharing services and for manufacturing hoverbikes. Work in progress
represents the costs incurred to date on unfinished products or services. The costs recognized as work in progress include direct materials,
direct labor, and overhead costs that are directly attributable to the production of the unfinished product or service. Inventories are
stated at the lower of cost or net realizable value, cost being determined by the first-in, first-out method for merchandise. Net realizable
value is calculated at estimated selling price in the ordinary course of business, less reasonably predictable costs of completion, disposal,
and transportation. Loss from inventories written down to net realizable value should be recognized whenever the utility of goods is
impaired by damage, deterioration, obsolescence, changes in price levels, or other causes. When inventories have been written down below
cost, the reduced amount is to be considered the cost for subsequent accounting purposes. During the nine months ended September 30, 2023, inventory write-downs of $ 1,487,493 | |
| Fixed assets | Fixed
assets Property
and equipment are stated at cost less accumulated depreciation. Depreciation is calculated using the straight-line method over the estimated
useful lives, as more details follow: SCHEDULE OF ESTIMATED USEFUL LIVES OF FIXED ASSETS
Depreciation
Method Useful
Life
Building
and building accessories Straight-line
method 8 38
Office
equipment and furniture Straight-line
method 2 10
Software Straight-line
method 5
Design
right Straight-line
method 7
Patent
right Straight-line
method 8 Expenditures
for maintenance and repairs, which do not materially extend the useful lives of the assets, are charged to expense as incurred. Expenditures
for major renewals and betterments which substantially extend the useful life of assets are capitalized. The cost and related accumulated
depreciation of assets retired or sold are removed from the respective accounts, and any gain or loss is recognized in the consolidated
statements of operations and comprehensive income (loss). | |
| Lease-Lessee | Lease-Lessee In
accordance with the Accounting Standards Update (“ASU”) 2016-02, Leases (Topic 842) the Company determines whether a contract
is or contains a lease at inception of the contract and whether that lease meets the classification criteria of a finance or operating
lease. Lease terms of certain operating leases include the non-cancellable period for which the Company has the right to use the underlying
asset, together with renewal option periods when the exercise of the renewal option is reasonably certain. The
Company leases office facilities, office equipment and furniture, and a vehicle, which are classified as operating leases and leases
containers, which are classified as a finance lease in accordance with Topic 842. Under Topic 842, lessees are required to recognize
the following for all leases on the commencement date: (i) lease liability, which is a lessee’s obligation to make lease payments
arising from a lease, measured on a discounted basis; and (ii) right-of-use asset, which is an asset that represents the lessee’s
right to use, or control the use of, a specified asset for the lease term. Operating leases are included in operating lease right-of-use
assets, operating lease liabilities, current, and operating lease liabilities, non-current, and finance leases are included in property
and equipment, finance lease liabilities, current, and finance lease liabilities, non-current in the consolidated balance sheet. The
operating lease right-of-use asset also includes any lease payments made and excludes lease incentives. Lease expense for lease payments
is recognized on a straight-line basis over the lease term. All operating lease right-of-use assets are reviewed for impairment annually. As
most of the Company’s leases do not provide an implicit rate, the Company uses its incremental borrowing rate based on the information
available at commencement date in determining the present value of future payments. The
Company has elected the short-term lease exception, and therefore operating lease right-of-use assets and liabilities do not include
leases with a lease term of twelve months or less. | |
| Impairment of Long-Lived Assets | Impairment
of Long-Lived Assets Long-lived
assets with finite lives, primarily property and equipment, are reviewed for impairment whenever events or changes in circumstances indicate
that the carrying amount of an asset may not be recoverable. If the estimated cash flows from the use of the asset and its eventual disposition
are below the asset’s carrying value, then the asset is deemed to be impaired and written down to its fair value. | |
| Equity Method | Equity
Method We
apply the equity method to an investment in unconsolidated entities over which we have the ability to exercise significant influence.
We initially record our investments based on the acquisition cost. Under the equity method, the carrying amount of the investment is
adjusted to recognize changes in the Company’s share of net assets of the investment. SCHEDULE OF SUBSIDIARIES
Percentage
of Effective Ownership
Name
of Subsidiary Place
of Organization September
30, 2023 December
31, 2022
ASC
TECH Agent Japan 0 % 48.81 % | |
| Warrant Liabilities | Warrant
Liabilities We
account for the Warrants in accordance with the guidance contained in Accounting Standards Codification (“ASC”) 815-40 —
Derivatives and Hedging — Contracts in Entity’s Own Equity (“ASC 815), under which the Warrants do not meet the criteria
for equity treatment and must be recorded as liabilities. Accordingly, we classify the Warrants as liabilities at their fair value and
adjust the Warrants to fair value at each reporting period. This liability is subject to re-measurement at each balance sheet date until
exercised, and any change in fair value is recognized in our consolidated statements of operations. The Placement Warrants, Public Warrants,
and Debt Warrants for periods where no observable traded price was available are valued using a Black Scholes model. | |
| Share-based Compensation | Share-based Compensation We account for the share-based compensation in accordance with the guidance contained in Accounting Standards Codification
(“ASC”) 718 — “Compensation –
Stock Compensation” and ASC 505, “Equity Based Payments to Non-Employees” , | |
| Foreign Currency Translation | Foreign
Currency Translation The
Company maintains its books and record in its local currency, Japanese YEN (“JPY”), which is a functional currency as being
the primary currency of the economic environment in which its operation is conducted. Transactions denominated in currencies other than
the functional currency are translated into the functional currency at the exchange rates prevailing at the dates of the transaction.
Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency
using the applicable exchange rates at the balance sheet dates. The resulting exchange differences are recorded in the statements of
operations. The
reporting currency of the Company is the United States Dollars (“US$”), and the accompanying consolidated financial statements
have been expressed in US$. In accordance with ASC Topic 830-30, “Translation of Financial Statements”, assets and liabilities
of the Company whose functional currency is not US$ are translated into US$, using the exchange rate on the balance sheet date. Revenues
and expenses are translated at average rates prevailing during the period. The gains and losses resulting from the translation of financial
statements are recorded as a separate component of accumulated other comprehensive loss within the statements of changes in shareholders’
deficit. Translation
of amounts from the local currency of the Company into US$1 has been made at the following exchange rates: SCHEDULE OF FOREIGN EXCHANGE RATES
2023 2022 2022
Nine
months ended September 30, (unaudited) Year
ended December
31,
2023 2022 2022
Current
JPY: US$1 exchange rate 149.43 144.71 131.81
Average
JPY: US$1 exchange rate 138.14 128.26 131.46
Foreign exchange rate 138.14 128.26 131.46 | |
| Consolidated Statements of Cash Flows | Consolidated
Statements of Cash Flows In
accordance with FASB ASC 830-230, “Statement of Cash Flows”, cash flows from the Company’s operations are calculated
based upon the functional currency. As a result, amounts related to assets and liabilities reported on the statement of cash flows may
not necessarily agree with changes in the corresponding balances on the balance sheet. | |
| Revenue Recognition | Revenue
Recognition The
Company recognizes revenue in accordance with ASC Topic 606, “Revenue from Contracts with Customers”. To
determine revenue recognition for contracts with customers, the Company performs the following five steps : (i) identify the contract(s)
with the customer, (ii) identify the performance obligations in the contract, (iii) determine the transaction price, including variable
consideration to the extent that it is probable that a significant future reversal will not occur, (iv) allocate the transaction price
to the respective performance obligations in the contract, and (v) recognize revenue when (or as) the Company satisfies the performance
obligation. Revenue amount represents the invoiced value and net of a value-added tax (“Consumption Tax”). The Consumption
Tax on sales is calculated at 10% of gross sales. When
another party is involved in providing goods or services to our customer, we apply the principal versus agent guidance in ASC Topic 606
to determine if we are the principal or an agent to the transaction. When we control the specified goods or services before they are
transferred to our customer, we report revenue gross, as principal. If we do not control the goods or services before they are transferred
to our customer, revenue is reported net of the fees paid to the other party, as agent. | |
| Cost of Revenues | Cost
of Revenues Cost
of revenues primarily consists of salaries and related expenses (e.g. bonuses, employee benefits, and payroll taxes) for personnel directly
involved in the delivery of services and products directly to customers. Cost of revenues also includes royalty/license payments to vendors, hosting and infrastructure costs related to the delivery of the Company’s products and services, and inventory write-down. | |
| Advertising Expenses | Advertising
Expenses Advertising
expenses consist primarily of costs of promotion and marketing for the Company’s image and products, and costs of direct advertising,
and are included in selling expenses. The Company expenses advertising costs as incurred, in accordance with the ASC 720-35, “Advertising
Costs”. The advertising expenses for nine months ended September 30, 2023 and 2022 (unaudited) were $ 63,525 78,952 | |
| Comprehensive Income or Loss | Comprehensive
Income or Loss ASC
220, “Comprehensive Income,” establishes standards for reporting and display of comprehensive income or loss, its components
and accumulated balances. Comprehensive income or loss as defined includes all changes in equity during a period from non-owner sources.
Accumulated other comprehensive loss, as presented in the accompanying consolidated statements of changes in shareholders’ deficit,
consists of changes in unrealized gains and losses on foreign currency translation. | |
| Related Parties and Transactions | Related
Parties and Transactions The
Company identifies related parties, and accounts for, discloses related party transactions in accordance with ASC 850, “Related
Party Disclosures” and other relevant ASC standards. Parties,
which can be an entity or individual, are considered to be related if they have the ability, directly or indirectly, to control the Company
or exercise significant influence over the Company in making financial and operational decisions. Entities are also considered to be
related if they are subject to common control or common significant influence. Transactions
involving related parties cannot be presumed to be carried out on an arm’s-length basis, as the requisite conditions of competitive,
free market dealings may not exist. Representations about transactions with related parties, if made, shall not imply that the related
party transactions were consummated on terms equivalent to those that prevail in arm’s-length transactions unless such representations
can be substantiated. | |
| Fair Value Measurements | Fair
Value Measurements The
Company performs fair value measurements in accordance with ASC 820. Fair value is defined as the price that would be received to sell
an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. ASC 820 establishes
a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when
measuring fair value. An asset’s or a liability’s categorization within the fair value hierarchy is based upon the lowest
level of input that is significant to the fair value measurement. ASC 820 establishes three levels of inputs that may be used to measure
fair value:
● Level
1: quoted prices in active markets for identical assets or liabilities;
● Level
2: inputs other than Level 1 that are observable, either directly or indirectly; or
● Level
3: unobservable inputs that are supported by little or no market activity and that are significant to the fair values of the assets
or liabilities. | |
| Pono Capital Corp [Member] | | |
| Basis of Presentation and Principles of Consolidation | | Basis
of Presentation The
accompanying consolidated financial statements have been prepared in accordance with GAAP and pursuant to the rules and regulations of
the SEC. |
| Emerging Growth Company | | Emerging
Growth Company The
Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart
Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting
requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not
being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure
obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding
a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further,
Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial
accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective
or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting
standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements
that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of
such extended transition period which means that when a standard is issued or revised and it has different application dates for public
or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies
adopt the new or revised standard. This may make comparison of the Company’s consolidated financial statements with another public
company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition
period difficult or impossible because of the potential differences in accounting standards used. |
| Use of Estimates | | Use
of Estimates The
preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect
the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated 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 consolidated 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. Significant estimates made by the Company include those pertaining to the valuation
of the warrant liabilities and working capital loan. |
| Cash and Cash Equivalents | | Cash
and Cash Equivalents The
Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. The
Company had $ 193,829 337,595 no |
| Marketable Securities Held in Trust Account | | Marketable
Securities Held in Trust Account As
of December 31, 2022 and December 31, 2021, substantially all of the Company’s investments held in the Trust Account
are classified as trading securities. Trading securities are presented on the consolidated balance sheet at fair value at the end of
each reporting period. Dividends earned on investments held in the Trust Account are included in Dividends earned on marketable securities
held in Trust Account in the accompanying statements of operations. At December 31, 2022 and December 31, 2021, the investments
held in the Trust Account totaled $ 120,600,737 116,728,213 |
| Income Taxes | | Income
Taxes The
Company complies with the accounting and reporting requirements of Accounting Standards Codification (“ASC”) Topic 740 —
Income Taxes The
Company’s management determined the United States is the Company’s only major tax jurisdiction. The Company recognizes accrued
interest and penalties related to unrecognized tax benefits, if any, as income tax expense. There were no no 9.6 0.0 See
Note 8 for additional information on income taxes for the periods presented. |
| Class A Common Stock Subject to Possible Redemption | | Class A
Common Stock Subject to Possible Redemption All
of the Class A common stock sold as part of the Units in the Initial Public Offering contain a redemption feature which allows for
the redemption of such Public Shares in connection with the Company’s liquidation, if there is a stockholder vote or tender offer
in connection with the Business Combination and in connection with certain amendments to the Company’s third amended and restated
certificate of incorporation. In accordance with ASC 480 D istinguishing Liabilities from Equity 5,000,001 As
of December 31, 2022 and December 31, 2021, 11,500,000 As
of December 31, 2022 and December 31, 2021, the Class A Common Stock reflected on the consolidated balance sheets are
reconciled in the following table: SCHEDULE
OF CONTINGENTLY REDEEMABLE CLASS A COMMON STOCK
Gross Proceeds $ 115,000,000
Less:
Proceeds
allocated to public warrants ( 9,427,125 )
Class A
common stock issuance costs ( 5,663,197 )
Plus:
Remeasurement
of carrying value to redemption value 16,815,322
Redeemable Class A Common
Stock as of December 31, 2021 116,725,000
Plus:
Remeasurement
of carrying value to redemption value 3,416,615
Redeemable Class A Common
Stock as of December 31, 2022 $ 120,141,615 |
| Concentration of Credit Risk | | Concentration
of Credit Risk Financial
instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution
which, at times may exceed the Federal depository insurance coverage of $ 250,000 |
| Earnings (Loss) Per Share | | Net
Income Per Common Share Net
income per share is computed by dividing net income by the weighted-average number of shares outstanding during the period. Therefore,
the income per share calculation allocates income pro rata between Class A and Class B common stock. As a result, the calculated
net income per share is the same for Class A and Class B common stock. The Company has not considered the effect of the Public
Warrants (as defined in Note 3) and Placement Warrants (as defined in Note 4), to purchase an aggregate of 9,188,756 The
following table reflects the calculation of basic and diluted net income per share (in dollars, except per share amounts): SCHEDULE
OF BASIC AND DILUTED NET INCOME (LOSS) PER SHARE
Class A Class B Class A Class B
For
the year ended For
the Period from
Class A Class B Class A Class B
Basic and diluted net income
per share:
Numerator:
Net
income $ 2,207,686 $ 525,287 $ 3,224,096 $ 1,361,451
Denominator:
Basic and diluted weighted average shares outstanding 12,083,113 2,875,000 5,223,819 2,205,882
Basic and diluted net income
per share $ 0.18 $ 0.18 $ 0.62 $ 0.62 |
| Offering Costs associated with the Initial Public Offering | | Offering
Costs associated with the Initial Public Offering Offering
costs consisted of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering that were directly
related to the Initial Public Offering. Offering costs are allocated to the separable financial instruments issued in the Initial Public
Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with derivative warrant
liabilities are expensed as incurred, and presented as non-operating expenses in the consolidated statements of operations. Offering
costs associated with the Class A common stock were charged to stockholders’ equity upon the completion of the Initial Public
Offering. |
| Warrant Liabilities | | Warrant
Liabilities The
Company accounts for the Warrants in accordance with the guidance contained in ASC 815-40 Derivatives and Hedging — Contracts
in Entity’s Own Equity |
| Fair Value of Financial Instruments | | Fair
Value of Financial Instruments The
Company applies ASC Topic 820, Fair Value Measurement
● Level 1,
defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;
● Level 2,
defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices
for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and
● Level 3,
defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions,
such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.
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. See
Note 9 for additional information on assets and liabilities measured at fair value. |
| Convertible Promissory Notes and Derivative Instruments | | Derivative
Financial Instruments The
Company accounts for derivative financial instruments in accordance with ASC 815. For derivative financial instruments that are accounted
for as liabilities, the derivative instrument is initially recorded at its fair value upon issuance and remeasured at each reporting
date, with changes in the fair value reported in the consolidated statements of operations. The classification of derivative financial
instruments is evaluated at the end of each reporting period. |
| Sponsor Working Capital Loans | | Sponsor
Working Capital Loans The
Company accounts for the Sponsor Working Capital Loans (defined below in Note 5) under ASC 815. The Company has made the election under
ASC 815-15-25 to account for the Sponsor Working Capital Loans under the fair value option. Using the fair value option, the Sponsor
Working Capital Loans are required to be recorded at their initial fair value on the date of issuance, and each reporting period thereafter.
Differences between the face value of the note and fair value at issuance are recognized as either an expense in the statement of consolidated
operations (if issued at a premium) or as a capital contribution (if issued at a discount). Changes in the estimated fair value of the
Sponsor Working Capital Loan are recognized as non-cash gains or losses in the consolidated statement of operations. |
| Principles of Consolidation | | Principles
of Consolidation The
consolidated financial statements include the accounts of the Company and its majority-owned and controlled operating subsidiary, Merger
Sub, after elimination of all intercompany transactions and balances as of December 31, 2022 and December 31, 2021. |
| Recent Accounting Pronouncements | | Recent
Accounting Pronouncements In
August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06,
Debt — Debt with Conversion and Other Options Derivatives and Hedging — Contracts in Entity’s
Own Equity The
Company’s management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted,
would have a material effect on the accompanying consolidated financial statements. |
