Signal Hill Acquisition (SGHLW) 10-Q 12 May 23 2023 Q1 Quarterly report Financial data

Document and Entity Information

Document and Entity Information	3 Months Ended
	Mar. 31, 2023 shares
Document and Entity Information
Document Type	10-Q
Document Period End Date	Mar. 31, 2023
Document Quarterly Report	true
Document Transition Report	false
Entity File Number	001-41281
Entity Registrant Name	SIGNAL HILL ACQUISITION CORP.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	86-2579543
Entity Address, Address Line One	2810 N. Church Street
Entity Address, Address Line Two	Suite 94644
Entity Address, City or Town	Wilmington
Entity Address, State or Province	DE
Entity Address, Postal Zip Code	19802
City Area Code	646
Local Phone Number	504-8172
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Shell Company	false
Entity Central Index Key	0001855885
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	Q1
Amendment Flag	false
Units, which consist of one share of Class A common stock, par value $0.0001 per share, and one-half of one redeemable warrant to purchase one share of Class A common stock
Document and Entity Information
Title of 12(b) Security	Units, which consist of one share of Class A common stock, par value $0.0001 per share, and one-half of one redeemable warrant
Trading Symbol	SGHLU
Security Exchange Name	NASDAQ
Class A common stock
Document and Entity Information
Title of 12(b) Security	Class A Common Stock, par value $0.0001 per share
Trading Symbol	SGHL
Security Exchange Name	NASDAQ
Entity Common Stock, Shares Outstanding	10,000,000
Warrants, each whole warrant exercisable for one share of Class A common stock, each at an exercise price of $11.50 per share
Document and Entity Information
Title of 12(b) Security	Warrants, each whole warrant exercisable for one share of Class A common stock, each at an exercise price of $11.50 per share
Trading Symbol	SGHLW
Security Exchange Name	NASDAQ
Class B common stock
Document and Entity Information
Entity Common Stock, Shares Outstanding	2,500,000

CONDENSED BALANCE SHEETS

CONDENSED BALANCE SHEETS - USD ($)	Mar. 31, 2023	Dec. 31, 2022
Current Assets:
Cash	$ 283,355	$ 517,841
Prepaid expenses	241,414	215,563
Total Current Assets	524,769	733,404
Prepaid expenses, non-current portion		24,740
Cash and cash equivalents held in Trust Account	104,111,293	103,435,975
Total Assets	104,636,062	104,194,119
Current Liabilities:
Accounts payable	71,801	4,176
Accrued expenses	71,361	114,194
Franchise taxes payable	50,000	185,816
Income taxes payable	433,927	326,554
Total Current Liabilities	627,089	630,740
Total Liabilities	627,089	630,740
Commitments and Contingencies
Stockholders' Equity:
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; no shares issued and outstanding
Additional paid-in capital	1,000,038	1,000,038
Accumulated deficit	(618,681)	(360,083)
Total Stockholders' Equity	381,607	640,205	[1]
Total Liabilities, Temporary Equity and Stockholders' Equity	104,636,062	104,194,119
Class A common stock subject to possible redemption
Current Liabilities:
Class A common stock subject to possible redemption; 10,000,000 and no shares issued and outstanding as of March 31, 2023 and December 31, 2022, respectively, at redemption value (at $10.36 and $10.29 per share, respectively)	103,627,366	102,923,174
Class B common stock
Stockholders' Equity:
Common stock	$ 250	$ 250
[1] Includes an aggregate of up to 375,000 shares of Class B common stock subject to forfeiture if the option to purchase additional units is not exercised in full or in part by the underwriter. On April 2, 2022, the option expired unexercised, such that 375,000 shares of Class B common stock were forfeited by the Sponsor.

CONDENSED BALANCE SHEETS (Paren

CONDENSED BALANCE SHEETS (Parenthetical) - $ / shares	Mar. 31, 2023	Dec. 31, 2022
Preferred stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Class A common stock
Temporary equity, shares authorised	10,000,000	10,000,000
Common stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized	10,000,000	10,000,000
Class A common stock subject to possible redemption
Temporary equity, shares issued	0	0
Temporary equity, shares outstanding	0	0
Redemption price, per unit	$ 10.36	$ 10.29
Class A common stock not subject to possible redemption
Common stock, shares issued	0	0
Common stock, shares outstanding	0	0
Class B common stock
Common stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized	10,000,000	10,000,000
Common stock, shares issued	2,500,000	2,500,000
Common stock, shares outstanding	2,500,000	2,500,000
Shares subject to forfeiture	375,000

CONDENSED STATEMENTS OF OPERATI

CONDENSED STATEMENTS OF OPERATIONS - USD ($)		3 Months Ended
		Mar. 31, 2023	Mar. 31, 2022
Operating Expenses:
General and administrative expense		$ 258,600	$ 168,549
Franchise tax expense		50,000	50,000
Total Operating Expenses		308,600	218,549
Loss From Operations		(308,600)	(218,549)
Other Income (Expenses):
Interest income		1,094,565	50,650
Interest expense			(39)
Offering costs			(16,511)
Total Other Income (Expense)		1,094,565	34,100
Income (loss) before provision for income taxes		785,965
Provision for income taxes		(340,373)
Net Income (Loss)		$ 445,592	$ (184,449)
Class A common stock
Other Income (Expenses):
Basic weighted average shares outstanding		10,000,000	4,945,055
Diluted weighted average shares outstanding		10,000,000	4,945,055
Basic net income (loss) per common stock (in dollars per share)		$ 0.04	$ (0.02)
Diluted net income (loss) per common stock (in dollars per share)		$ 0.04	$ (0.02)
Class B common stock
Other Income (Expenses):
Basic weighted average shares outstanding	[1]	2,500,000	2,500,000
Diluted weighted average shares outstanding		2,500,000	2,500,000
Basic net income (loss) per common stock (in dollars per share)		$ 0.04	$ (0.02)
Diluted net income (loss) per common stock (in dollars per share)		$ 0.04	$ (0.02)
[1]During the three months ended March 31, 2022, excludes 375,000 shares of Class B common stock that were subject to forfeiture if the option to purchase additional units was not exercised in full or in part by the underwriter. On April 2, 2022, the option expired unexercised, such that 375,000 shares of Class B common stock were forfeited by the sponsor.

CONDENSED STATEMENTS OF OPERA_2

CONDENSED STATEMENTS OF OPERATIONS (Parenthetical)	Apr. 02, 2022 shares
Class B common stock | Sponsor
Shares subject to forfeiture	375,000

CONDENSED STATEMENTS OF CHANGES

CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDER'S EQUITY - USD ($)		Class B Common Stock Common Stock	Public Warrants Additional Paid-In Capital	[1]	Public Warrants	[1]	Private Placement Warrants [Member] Additional Paid-In Capital	Private Placement Warrants [Member]	Additional Paid-In Capital	Accumulated Deficit	Total
Balance at the beginning at Dec. 31, 2021		$ 288							$ 24,712	$ (1,202)	$ 23,798
Balance at the beginning (in shares) at Dec. 31, 2021		2,875,000
Increase (Decrease) in Stockholders' Equity
Net income (loss)										(184,449)	(184,449)
Issuance of warrants			$ 4,863,158		$ 4,863,158		$ 6,000,000	$ 6,000,000
Remeasurement of Class A common stock to redemption value									(9,887,870)	(298,908)	(10,186,778)
Balance at the end at Mar. 31, 2022		$ 288							1,000,000	(484,559)	515,729
Balance at the end (in shares) at Mar. 31, 2022		2,875,000
Balance at the beginning at Dec. 31, 2022	[1]	$ 250							1,000,038	(360,083)	640,205
Balance at the beginning (in shares) at Dec. 31, 2022	[1]	2,500,000
Increase (Decrease) in Stockholders' Equity
Accretion of Class A common stock to redemption value										(704,190)	(704,190)
Net income (loss)										445,592	445,592
Balance at the end at Mar. 31, 2023		$ 250							$ 1,000,038	$ (618,681)	$ 381,607
Balance at the end (in shares) at Mar. 31, 2023		2,500,000
[1] Includes an aggregate of up to 375,000 shares of Class B common stock subject to forfeiture if the option to purchase additional units is not exercised in full or in part by the underwriter. On April 2, 2022, the option expired unexercised, such that 375,000 shares of Class B common stock were forfeited by the Sponsor.

CONDENSED STATEMENTS OF CHANG_2

CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDER'S EQUITY (Parenthetical)	3 Months Ended
	Mar. 31, 2022 USD ($) shares
Non-cash offering costs	$ 16,511
Public Warrants
Non-cash offering costs	$ 136,842
Class B Common Stock
Shares subject to forfeiture | shares	375,000

CONDENSED STATEMENTS OF CASH FL

CONDENSED STATEMENTS OF CASH FLOWS - USD ($)	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Cash Flows from Operating Activities:
Net income (loss)	$ 445,592	$ (184,449)
Non-cash offering costs		16,511
Interest earned on investments held in Trust Account	(1,094,565)	(50,650)
Changes in operating assets and liabilities:
Prepaid expenses	(1,111)	(47,019)
Accounts payable	67,625	20,091
Accrued expenses	(42,831)	126,429
Accrued interest - related party		(21)
Franchise taxes payable	(135,816)
Income taxes payable	107,373
Net Cash Used In Operating Activities	(653,733)	(119,108)
Cash Flows from Investing Activities:
Investment of cash in Trust Account		(102,000,000)
Proceeds from Trust Account for franchise and income tax reimbursement	419,247
Net Cash Used In Investing Activities	419,247	(102,000,000)
Cash Flows from Financing Activities:
Proceeds from issuance initial public offering		100,000,000
Proceeds from private placement warrants		6,000,000
Proceeds from issuance of note payable - related party		335,000
Repayment of note payable - related party		(370,000)
Payment of offering costs		(2,678,397)
Net Cash Provided By Financing Activities		103,286,603
Net Increase in Cash	(234,486)	1,167,495
Cash - Beginning of the Period	517,841	1,170
Cash - End of the Period	283,355	1,168,665
Supplemental Disclosures of Cash Flow Information:
Interest		60
Income taxes	233,000
Non-cash investing and financing activities:
Reversal of deferred offering costs included in accrued offering costs		(25,000)
Reversal of deferred offering costs included in accounts payable		$ (237,266)
Accretion of Class A common stock to redemption value	$ 704,190

ORGANIZATION, PLAN OF BUSINESS

ORGANIZATION, PLAN OF BUSINESS OPERATIONS, GOING CONCERN AND MANAGEMENT'S PLANS, RISKS AND UNCERTAINTIES, AND BASIS OF PRESENTATION	3 Months Ended
	Mar. 31, 2023
ORGANIZATION, PLAN OF BUSINESS OPERATIONS, GOING CONCERN AND MANAGEMENT'S PLANS, RISKS AND UNCERTAINTIES, AND BASIS OF PRESENTATION
ORGANIZATION, PLAN OF BUSINESS OPERATIONS, GOING CONCERN AND MANAGEMENT'S PLANS, RISKS AND UNCERTAINTIES, AND BASIS OF PRESENTATION	NOTE 1 —  ORGANIZATION, PLAN OF BUSINESS OPERATIONS, GOING CONCERN AND MANAGEMENT’S PLANS, RISKS AND UNCERTAINTIES, AND BASIS OF PRESENTATION Signal Hill Acquisition Corp. (the “Company”) was incorporated in Delaware on February 18, 2021. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company is not limited to a particular industry or sector for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. All activity for the period from February 18, 2021 (inception) through March 31, 2023 relates to the Company’s formation, the initial public offering (“IPO”), which is described below and, since the closing of the IPO, the search for a prospective initial Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income from the proceeds derived from the IPO. The Company has selected December 31 as its fiscal year end. The registration statement for the Company’s IPO was declared effective on February 10, 2022. On February 15, 2022, the Company consummated the IPO of 10,000,000 units (the “Units” and, with respect to the Class A common stock included in the Units sold, the “public shares” or the “Class A Common Stock”), generating gross proceeds of $100,000,000, which is described in Note 3. Simultaneously with the closing of the IPO and in a second closing on February 28, 2022, the Company consummated the sale of an aggregate of 6,000,000 private placement warrants at a price of $1.00 per private placement warrant in a private placement to Signal Hill Acquisition Sponsor, LLC (the “sponsor”) and certain initial stockholders, generating gross proceeds to the Company of $6,000,000. Transaction costs related to the IPO amounted to $2,736,847, consisting of $2,000,000 of underwriting fees and $736,847 of other offering costs. In addition, cash of $1,012,777 was held outside of the Trust Account (as defined below) and is available for the payment of offering costs and for working capital purposes. As described in Note 6, $3,500,000 of business combination marketing fees become due and payable upon the consummation of the Business Combination. Transaction costs related to the private placement amounted to $7,483,893 as of February 15, 2022, which represented the estimated fair value of Class B common stock to be transferred to investors in the offering. Following the closing of the IPO on February 15, 2022, an amount of $102,000,000 ($10.20 per Unit) from the net proceeds of the sale of the Units in the IPO and the sale of the private placement warrants was placed in a U.S.-based Trust Account maintained by Continental Stock Transfer & Trust Company, acting as trustee (the “Trust Account”), to be invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less, or in any open-ended investment company that holds itself out as a money market fund meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the consummation of a Business Combination or (ii) the distribution of the funds in the Trust Account to the Company’s shareholders, as described below. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the IPO and the sale of private placement warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating one or more Business Combinations. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial Business Combinations with one or more operating businesses or assets with a fair market value equal to at least 80% of the net assets held in the Trust Account (excluding the taxes payable on the interest earned on the Trust Account). The Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act. The Company will provide the holders of the outstanding public shares (the “Public Stockholders”) with the opportunity to redeem all or a portion of their public shares either (i) in connection with a stockholder meeting called to approve a Business Combination or (ii) by means of a tender offer in connection with a Business Combination. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company. The Public Stockholders will be entitled to redeem their public shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $10.20 per public share, plus any pro rata interest then in the Trust Account, net of taxes payable). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. The Company will not redeem public shares in an amount that would cause the Company’s net tangible assets to be less than $5,000,001 or any greater net tangible asset or cash requirement which may be contained in the agreement relating to the Business Combination. If the Company seeks stockholder approval of the Business Combination, the Company will proceed with a Business Combination if a majority of the outstanding shares voted are voted in favor of the Business Combination, or such other vote as required by law or stock exchange rule. If a stockholder vote is not required by applicable law or stock exchange listing requirements and the Company does not decide to hold a stockholder vote for business or other reasons, the Company will, pursuant to its Second Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the transaction is required by applicable law or stock exchange listing requirements, or the Company decides to obtain stockholder approval for business or other reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks stockholder approval in connection with a Business Combination, the sponsor has agreed to vote its founder shares and any public shares purchased during or after the IPO in favor of approving a Business Combination. Additionally, each Public Stockholder may elect to redeem their public shares without voting, and if they do vote, irrespective of whether they vote for or against the proposed transaction. Notwithstanding the foregoing, if the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Certificate of Incorporation will provide that a Public Stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the public shares, without the prior consent of the Company. The sponsor has agreed (a) to waive its redemption rights with respect to the founder shares and public shares held by it in connection with the completion of a Business Combination and (b) not to propose an amendment to the Certificate of Incorporation (i) to modify the substance or timing of the Company’s obligation to allow redemptions in connection with a Business Combination or to redeem 100% of its public shares if the Company does not complete a Business Combination within the Combination Period (as defined below) or (ii) with respect to any other material provision relating to stockholders’ rights or pre-business combination activity, unless the Company provides the Public Stockholders with the opportunity to redeem their public shares in conjunction with any such amendment. The Company has 15 months from closing of the IPO (ending on May 15, 2023), which is extendable at our option to up to 21 months from the closing of the IPO (to end on November 15, 2023), as described below, (the “Combination Period”) to complete a Business Combination. If the Company has not completed a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten If the Company is unable to complete a Business Combination within 15 months from the closing of the IPO, the Company may, by resolution of its board if requested by its sponsor, extend the period of time to consummate a Business Combination up to two times, each by an additional three months (for a total of up to 21 months from the closing of the IPO), subject to the sponsor depositing additional funds into the Trust Account as set out below. Public Stockholders, in this situation, will not be offered the opportunity to vote on or redeem their shares in connection with such extensions. Pursuant to the terms of the Company’s second amended and restated certificate of incorporation and the trust agreement, in order for the time available for the Company to consummate the Business Combination to be extended, the sponsor or its affiliates or designees, upon five The sponsor, certain initial stockholders of the Company and its officers and directors entered into a letter agreement with the Company, pursuant to which they have waived their rights to liquidating distributions from the Trust Account with respect to any founder shares held by them if the Company fails to complete the initial Business Combination within the Combination Period. However, if the sponsor, initial stockholders, officers or directors acquire public shares in or after the IPO, they will be entitled to liquidating distributions from the Trust Account with respect to such public shares if the Company fails to complete the initial Business Combination within the Combination Period. In order to protect the amounts held in the Trust Account, the sponsor has agreed to be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (i) $10.20 per public share or (ii) such lesser amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.20 per public share due to reductions in the value of the trust assets, in each case net of the amount of interest which may be withdrawn to pay taxes, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under the Company’s indemnity of the underwriter of the IPO against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except for the Company’s independent registered accounting firm), prospective target businesses and other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Going Concern and Management’s Plans At March 31, 2023, the Company had $283,355 of cash and working capital of $381,607 (which includes a pending reimbursement from the Trust Account for the Company’s franchise taxes and income taxes in the aggregate amount of $483,927). Management has determined that there is a possibility that the Company may be unsuccessful in consummating an initial Business Combination within 15 months (or up to 21 months if the Company extends the period of time to consummate a Business Combination for total payment value of $2,000,000) from the closing of the IPO, and thereby be required to cease all operations, redeem the public shares and thereafter liquidate and dissolve, raises substantial doubt about the ability to continue as a going concern for at least one year from the date these financial statements are issued. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Management has determined that the Company has funds that are sufficient to fund the working capital needs of the Company until the end of the initial 15-month period to consummate an initial Business Combination or the winding up of the Company as stipulated in the Company’s second amended and restated certificate of incorporation. If the Company decides to extend the business combination period by three or six months, then the Company will need to raise additional capital in order to fund the working capital needs of the Company. The accompanying financial statements have been prepared in conformity with U.S. GAAP (as defined below), which contemplate continuation of the Company as a going concern and the realization of assets and satisfaction of liabilities in the normal course of business. The carrying amounts of assets and liabilities presented in the financial statements do not necessarily purport to represent realizable or settlement values. The financial statements do not include any adjustment that might result from the outcome of this uncertainty. Risks and Uncertainties Inflation Reduction Act of 2022 On August 16, 2022, the Inflation Reduction Act of 2022 was signed into federal law which, among other things, imposes a new U.S. federal 1% excise tax on certain repurchases of stock by publicly traded U.S. domestic corporations and certain U.S. domestic subsidiaries of publicly traded foreign corporations occurring on or after January 1, 2023. The excise tax is imposed on the repurchasing corporation itself, not its shareholders from which shares are repurchased. The amount of the excise tax is generally 1% of the fair market value of the shares repurchased at the time of the repurchase. However, for purposes of calculating this excise tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year. In addition, certain exceptions apply to the excise tax. The U.S. Department of the Treasury (the “Treasury”) has been given authority to provide regulations and other guidance to carry out and to prevent the abuse or avoidance of the excise tax. On December 27, 2022, the Internal Revenue Service (the “IRS”) released a notice that describes proposed regulations that the IRS intends to issue addressing the application of the excise tax. Pursuant to the IRS notice, (i) complete liquidation of the Company is generally exempt from the Excise Tax, and (ii) redemptions of the Company’s stock as part of a de-SPAC transaction would be treated as repurchases subject to the Excise Tax. Any redemption or other repurchase that occurs after December 31, 2022, in connection with a Business Combination, extension vote, or otherwise may be subject to the excise tax. Whether and to what extent the Company would be subject to the excise tax in connection with a Business Combination, extension vote, or otherwise would depend on a number of given factors including (i) the fair market value of redemptions and repurchases in connection with the Business Combination, extension or otherwise, (ii) the structure of a Business Combination, (iii) the nature and amount of any “PIPE” or other equity issuances in connection with a Business Combination (or otherwise issued not in connection with a Business Combination but issued within the same taxable year of a Business Combination) and (iv) the content of regulations and other guidance from the Treasury. In addition, because the excise tax would be payable by the Company and not the redeeming holder, the mechanics of any required payment of the excise tax have not been determined. The foregoing could cause as a reduction in the cash available on hand to complete a Business Combination and in the Company’s ability to complete a Business Combination. Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of management, such statements include all adjustments (consisting only of normal recurring items) which are considered necessary for a fair presentation of the unaudited condensed financial statements of the Company as of March 31, 2023 and for the three months ended March 31, 2023. The results of operations for the three months ended March 31, 2023 are not necessarily indicative of the operating results for the full year ending December 31, 2023 or any other period. These unaudited condensed financial statements should be read in conjunction with the audited financial statements and related disclosures as of December 31, 2022 and for the year then ended which are included in the Annual Report on Form 10-K filed with the SEC on March 24, 2023.

SUMMARY OF SIGNIFICANT ACCOUNTI

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	3 Months Ended
	Mar. 31, 2023
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES As of March 31, 2023, there have been no material changes to the significant accounting policies included in the audited financial statements as of December 31, 2022 and for the year then ended, which were included in the Company’s Annual Report on Form 10-K for year ended December 31, 2022 which was filed with the SEC on March 24, 2023, except as disclosed in this note. Reclassifications Certain prior period income statement amounts have been reclassified to conform to the Company’s fiscal 2023 presentation. These reclassifications have no impact on the Company’s previously reported net loss. Net Income (Loss) per Common Share Net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of common stock for the period, excluding the effect of 375,000 shares of Class B common stock that were subject to forfeiture if the option to purchase additional units was not exercised by the underwriter. The Company has two classes of stock, which are referred to as Class A common stock and Class B common stock. Earnings and losses are shared pro rata between the two classes of stock. The Company applies the two-class method in calculating earnings per share. Remeasurement adjustments associated with the redeemable Class A common stock is excluded from earnings per share as the redemption value approximates fair value. The calculation of diluted income (loss) per share does not consider the effect of the warrants previously issued in connection with the IPO and the private placement because the warrants are contingently exercisable and the contingencies have not yet been met. The warrants are exercisable to purchase 11,000,000 shares of Class A common stock in the aggregate. As of March 31, 2023, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company. As a result, diluted net loss per common stock is the same as basic net loss per common stock for the periods presented. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Three Months Ended ​ For the Three Months Ended ​ ​ March 31, 2023 ​ March 31, 2022 ​ Class A Class B ​ Class A ​ Class B Basic and diluted net income (loss) per share: ​ ​ ​ ​ ​ ​ ​ ​ Numerator: ​ ​ ​ ​ ​ ​ ​ ​ Allocation of net income (loss) ​ $ 356,474 ​ $ 89,118 ​ $ (122,512) ​ $ (61,937) Denominator: ​ ​ ​ ​ ​ ​ ​ ​ Weighted-average shares outstanding including common stock subject to redemption ​ 10,000,000 ​ 2,500,000 ​ ​ 4,945,055 ​ ​ 2,500,000 Basic and diluted net income (loss) per share ​ $ 0.04 ​ $ 0.04 ​ $ (0.02) ​ $ (0.02) ​ Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 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 major taxing authorities since inception. To calculate the interim tax provision, at the end of each interim period the Company estimates the annual effective tax rate and applies that to its ordinary quarterly earnings. The effect of changes in the enacted tax laws or rates is recognized in the interim period in which the change occurs. The computation of the annual estimated effective tax rate at each interim period requires certain estimates and judgments including, but not limited to, the expected operating income for the year, permanent differences between book and tax amounts, and the likelihood of recovering deferred tax assets generated in the current year. The accounting estimates used to compute the provision for income taxes may change as new events occur, additional information is obtained, or the tax environment changes. The Company has recorded a current tax provision for the three months ended March 31, 2023 of $340,373 as a result of its investment income and the establishment of deferred tax assets primarily related to its loss from operations. The Company has established valuation allowances against all deferred tax assets because realization of their income tax benefits is not deemed to be more likely than not. Recent Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.

RELATED PARTIES

RELATED PARTIES	3 Months Ended
	Mar. 31, 2023
RELATED PARTIES
RELATED PARTIES	NOTE 3 — RELATED PARTIES Administrative Services Agreement The Company entered into an Administrative Support Agreement commencing on February 10, 2022 through the earlier of the Company’s consummation of a Business Combination or its liquidation, to pay an affiliate of the sponsor a total of $10,000 per month for office space, utilities and administrative support services. The Company recognized expenses of $30,000 and $15,000 during the three months ended March 31, 2023 and 2022, respectively, related to such agreement. As of March 31, 2023 and December 31, 2022, the Company had accrued $30,000 and $105,000, respectively, related to such agreement. Related Party Loans In order to finance transaction costs in connection with a Business Combination, the sponsor or an affiliate of the sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). Such Working Capital Loans would be evidenced by promissory notes. The notes may be repaid upon completion of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of the notes may be converted upon completion of a Business Combination into warrants at a price of $1.00 per warrant. Such warrants would be identical to the Private Placement Warrants. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. As of March 31, 2023 and December 31, 2022, no such Working Capital Loans were outstanding.

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES	3 Months Ended
	Mar. 31, 2023
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES	NOTE 4 — COMMITMENTS AND CONTINGENCIES Registration Rights The holders of the founder shares, private placement warrants and warrants that may be issued upon conversion of Working Capital Loans (and any shares of common stock issuable upon the exercise of the private placement warrants or warrants issued upon conversion of the Working Capital Loans and upon conversion of the Founder Shares) will be entitled to registration rights pursuant to a registration rights agreement to be signed prior to or on the effective date of the IPO requiring the Company to register such securities for resale (in the case of the founder shares, only after conversion to shares of Class A common stock). The holders of these securities will be entitled to make up to three demands, excluding short form registration demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to completion of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. However, the registration rights agreement provides that the Company will not be required to effect or permit any registration or cause any registration statement to become effective until the securities covered thereby are released from their lock-up restrictions. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The Company granted the underwriter a 45-day Business Combination Marketing Agreement The Company will engage B. Riley Securities, Inc. as advisors in connection with its Business Combination to assist it in arranging meetings with its stockholders to discuss a potential business combination and the target business’ attributes, introduce it to potential investors that may be interested in purchasing its securities, assist it in obtaining stockholder approval for its Business Combination and assist it with the preparation of press releases and public filings in connection with the Business Combination. The Company will pay B. Riley Securities, Inc. for such services upon the consummation of the Business Combination a cash fee in an amount equal to 3.5% of the gross proceeds of the IPO (exclusive of any applicable finders’ fees which might become payable), or $3,500,000. Pursuant to the terms of the business combination marketing agreement, no fee will be due if the Company does not complete a Business Combination. The Company determined in accordance with ASC 450-20 that the fee shall be accrued in full at the time of the consummation of the Business Combination as it determined that, at that point in time, the fee is probable and estimable, there is no material future service requirement nor is there any risk of forfeiture.

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	3 Months Ended
	Mar. 31, 2023
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS	NOTE 5 — SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date through the date the financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements.

SUMMARY OF SIGNIFICANT ACCOUN_2

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	3 Months Ended
	Mar. 31, 2023
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Reclassifications	Reclassifications Certain prior period income statement amounts have been reclassified to conform to the Company’s fiscal 2023 presentation. These reclassifications have no impact on the Company’s previously reported net loss.
Net Income (Loss) per Common Share	Net Income (Loss) per Common Share Net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of common stock for the period, excluding the effect of 375,000 shares of Class B common stock that were subject to forfeiture if the option to purchase additional units was not exercised by the underwriter. The Company has two classes of stock, which are referred to as Class A common stock and Class B common stock. Earnings and losses are shared pro rata between the two classes of stock. The Company applies the two-class method in calculating earnings per share. Remeasurement adjustments associated with the redeemable Class A common stock is excluded from earnings per share as the redemption value approximates fair value. The calculation of diluted income (loss) per share does not consider the effect of the warrants previously issued in connection with the IPO and the private placement because the warrants are contingently exercisable and the contingencies have not yet been met. The warrants are exercisable to purchase 11,000,000 shares of Class A common stock in the aggregate. As of March 31, 2023, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company. As a result, diluted net loss per common stock is the same as basic net loss per common stock for the periods presented. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Three Months Ended ​ For the Three Months Ended ​ ​ March 31, 2023 ​ March 31, 2022 ​ Class A Class B ​ Class A ​ Class B Basic and diluted net income (loss) per share: ​ ​ ​ ​ ​ ​ ​ ​ Numerator: ​ ​ ​ ​ ​ ​ ​ ​ Allocation of net income (loss) ​ $ 356,474 ​ $ 89,118 ​ $ (122,512) ​ $ (61,937) Denominator: ​ ​ ​ ​ ​ ​ ​ ​ Weighted-average shares outstanding including common stock subject to redemption ​ 10,000,000 ​ 2,500,000 ​ ​ 4,945,055 ​ ​ 2,500,000 Basic and diluted net income (loss) per share ​ $ 0.04 ​ $ 0.04 ​ $ (0.02) ​ $ (0.02) ​
Income Taxes	Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 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 major taxing authorities since inception. To calculate the interim tax provision, at the end of each interim period the Company estimates the annual effective tax rate and applies that to its ordinary quarterly earnings. The effect of changes in the enacted tax laws or rates is recognized in the interim period in which the change occurs. The computation of the annual estimated effective tax rate at each interim period requires certain estimates and judgments including, but not limited to, the expected operating income for the year, permanent differences between book and tax amounts, and the likelihood of recovering deferred tax assets generated in the current year. The accounting estimates used to compute the provision for income taxes may change as new events occur, additional information is obtained, or the tax environment changes. The Company has recorded a current tax provision for the three months ended March 31, 2023 of $340,373 as a result of its investment income and the establishment of deferred tax assets primarily related to its loss from operations. The Company has established valuation allowances against all deferred tax assets because realization of their income tax benefits is not deemed to be more likely than not.
Recent Accounting Standards	Recent Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.

SUMMARY OF SIGNIFICANT ACCOUN_3

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)	3 Months Ended
	Mar. 31, 2023
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Schedule of reconciliation of net income (loss) per common stock	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Three Months Ended ​ For the Three Months Ended ​ ​ March 31, 2023 ​ March 31, 2022 ​ Class A Class B ​ Class A ​ Class B Basic and diluted net income (loss) per share: ​ ​ ​ ​ ​ ​ ​ ​ Numerator: ​ ​ ​ ​ ​ ​ ​ ​ Allocation of net income (loss) ​ $ 356,474 ​ $ 89,118 ​ $ (122,512) ​ $ (61,937) Denominator: ​ ​ ​ ​ ​ ​ ​ ​ Weighted-average shares outstanding including common stock subject to redemption ​ 10,000,000 ​ 2,500,000 ​ ​ 4,945,055 ​ ​ 2,500,000 Basic and diluted net income (loss) per share ​ $ 0.04 ​ $ 0.04 ​ $ (0.02) ​ $ (0.02) ​

ORGANIZATION, PLAN OF BUSINES_2

ORGANIZATION, PLAN OF BUSINESS OPERATIONS, GOING CONCERN AND MANAGEMENT'S PLANS, RISKS AND UNCERTAINTIES, AND BASIS OF PRESENTATION (Details)			3 Months Ended
	Feb. 28, 2022 USD ($) $ / shares shares	Feb. 15, 2022 USD ($) $ / shares shares	Mar. 31, 2023 USD ($) item $ / shares shares	Mar. 31, 2022 USD ($)	Dec. 31, 2022 USD ($)
ORGANIZATION, PLAN OF BUSINESS OPERATIONS, GOING CONCERN AND MANAGEMENT'S PLANS, RISKS AND UNCERTAINTIES, AND BASIS OF PRESENTATION
Proceeds from issuance initial public offering				$ 100,000,000
Cash held outside the Trust Account			$ 283,355		$ 517,841
Working capital			381,607
Aggregate amount of company's franchise tax and income tax			$ 483,927
Business combination closing of initial public offering period			21 months
Total payment value to consummate Initial Business Combination upon extension			$ 2,000,000
Payments for investment of cash in trust account		$ 102,000,000		$ 102,000,000
Purchase price, per unit | $ / shares		$ 10.20
Number of additional months extended each time			3 months
Loan amount into warrants price per share | $ / shares			$ 1
Receives notice from the sponsor days prior to the applicable deadline of their intent to effect an extension			5 days
Deposit into trust account			$ 1,000,000
Intends to issue a press release announcing such intention at least three days prior to the applicable deadline			3 days
Private placement warrants
ORGANIZATION, PLAN OF BUSINESS OPERATIONS, GOING CONCERN AND MANAGEMENT'S PLANS, RISKS AND UNCERTAINTIES, AND BASIS OF PRESENTATION
Sale of private placement warrants (in shares) | shares	6,000,000
Price of warrant | $ / shares	$ 1
Proceeds from sale of private placement warrants	$ 6,000,000
Class A common stock
ORGANIZATION, PLAN OF BUSINESS OPERATIONS, GOING CONCERN AND MANAGEMENT'S PLANS, RISKS AND UNCERTAINTIES, AND BASIS OF PRESENTATION
Sale of private placement warrants (in shares) | shares			11,000,000
Initial Public Offering
ORGANIZATION, PLAN OF BUSINESS OPERATIONS, GOING CONCERN AND MANAGEMENT'S PLANS, RISKS AND UNCERTAINTIES, AND BASIS OF PRESENTATION
Transaction costs		$ 2,736,847
Underwriting fees		2,000,000
Other offering costs		736,847
Cash held outside the Trust Account		$ 1,012,777
Maturity Period of Investments		185 days
Purchase price, per unit | $ / shares			$ 10.20
Business combination marketing fees		$ 3,500,000
Condition for future business combination number of businesses minimum | item			1
Condition for future business combination threshold percentage ownership			50
Condition for future business combination threshold net tangible assets			$ 5,000,001
Redemption limit percentage without prior consent			15
Obligation to redeem public shares if entity does not complete a business combination (as a percent)			100%
Redemption of shares calculated based on business days prior to consummation of business combination (in days)			10 days
Maximum allowed dissolution expenses			$ 100,000
Condition for future business combination use of proceeds percentage			80
Initial Public Offering | Minimum
ORGANIZATION, PLAN OF BUSINESS OPERATIONS, GOING CONCERN AND MANAGEMENT'S PLANS, RISKS AND UNCERTAINTIES, AND BASIS OF PRESENTATION
Months to complete acquisition			15 months
Initial Public Offering | Maximum
ORGANIZATION, PLAN OF BUSINESS OPERATIONS, GOING CONCERN AND MANAGEMENT'S PLANS, RISKS AND UNCERTAINTIES, AND BASIS OF PRESENTATION
Months to complete acquisition			21 months
Initial Public Offering | Class A common stock
ORGANIZATION, PLAN OF BUSINESS OPERATIONS, GOING CONCERN AND MANAGEMENT'S PLANS, RISKS AND UNCERTAINTIES, AND BASIS OF PRESENTATION
Number of units sold | shares		10,000,000
Proceeds from issuance initial public offering		$ 100,000,000
Private placement
ORGANIZATION, PLAN OF BUSINESS OPERATIONS, GOING CONCERN AND MANAGEMENT'S PLANS, RISKS AND UNCERTAINTIES, AND BASIS OF PRESENTATION
Transaction costs		$ 7,483,893
Over-allotment option
ORGANIZATION, PLAN OF BUSINESS OPERATIONS, GOING CONCERN AND MANAGEMENT'S PLANS, RISKS AND UNCERTAINTIES, AND BASIS OF PRESENTATION
Number of units sold | shares		1,500,000
Sponsor
ORGANIZATION, PLAN OF BUSINESS OPERATIONS, GOING CONCERN AND MANAGEMENT'S PLANS, RISKS AND UNCERTAINTIES, AND BASIS OF PRESENTATION
Payments for investment			$ 2,000,000
Share price per share | $ / shares			$ 0.20
Sponsor | Public Warrants
ORGANIZATION, PLAN OF BUSINESS OPERATIONS, GOING CONCERN AND MANAGEMENT'S PLANS, RISKS AND UNCERTAINTIES, AND BASIS OF PRESENTATION
Share price per share | $ / shares			$ 0.10

SUMMARY OF SIGNIFICANT ACCOUN_4

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($)	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2021
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Unrecognized tax benefits			$ 0
Unrecognized tax benefits accrued for interest and penalties			$ 0
Class A common stock
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Number of warrants to purchase shares issued	11,000,000
Class B common stock
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Shares subject to forfeiture	375,000	375,000

SUMMARY OF SIGNIFICANT ACCOUN_5

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Reconciliation of net income (loss) per common share (Details) - USD ($)		3 Months Ended
		Mar. 31, 2023	Mar. 31, 2022
Class A common stock
Numerator:
Allocation of net income (loss)		$ 356,474	$ (122,512)
Denominator:
Basic weighted average shares outstanding		10,000,000	4,945,055
Diluted weighted average shares outstanding		10,000,000	4,945,055
Basic net income (loss) per share per share		$ 0.04	$ (0.02)
Diluted net income (loss) per share per share		$ 0.04	$ (0.02)
Class B common stock
Numerator:
Allocation of net income (loss)		$ 89,118	$ (61,937)
Denominator:
Basic weighted average shares outstanding	[1]	2,500,000	2,500,000
Diluted weighted average shares outstanding		2,500,000	2,500,000
Basic net income (loss) per share per share		$ 0.04	$ (0.02)
Diluted net income (loss) per share per share		$ 0.04	$ (0.02)
[1]During the three months ended March 31, 2022, excludes 375,000 shares of Class B common stock that were subject to forfeiture if the option to purchase additional units was not exercised in full or in part by the underwriter. On April 2, 2022, the option expired unexercised, such that 375,000 shares of Class B common stock were forfeited by the sponsor.

RELATED PARTIES - Additional in

RELATED PARTIES - Additional information (Details) - USD ($)		3 Months Ended		12 Months Ended
	Feb. 10, 2022	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022
RELATED PARTIES
Loan conversion agreement warrant		$ 1,500,000
Exercise price of warrants		$ 1
Proceeds held in the trust account		$ 0
Working capital loans warrant
RELATED PARTIES
Working capital loans		0		$ 0
Administrative Support Agreement
RELATED PARTIES
Expenses per month	$ 10,000
Expenses incurred and paid		$ 30,000	$ 15,000	$ 105,000

COMMITMENTS AND CONTINGENCIES (

COMMITMENTS AND CONTINGENCIES (Details)		3 Months Ended
	Feb. 15, 2022 shares	Mar. 31, 2023 USD ($) item
COMMITMENTS AND CONTINGENCIES
Maximum number of demands for registration of securities | item		3
Over-allotment option
COMMITMENTS AND CONTINGENCIES
Number of units sold | shares	1,500,000
Initial Public Offering
COMMITMENTS AND CONTINGENCIES
Underwriters option period	45 days
Business Combination Marketing Agreement
COMMITMENTS AND CONTINGENCIES
Underwriting cash discount in percentage		3.5
Cash fees payable to consummation of business combination | $		$ 3,500,000