Document and Entity Information
Document and Entity Information | 9 Months Ended |
Sep. 30, 2023 | |
Document and Entity Information | |
Document Type | S-1/A |
Entity Registrant Name | SPORTSMAP TECH ACQUISITION CORP. |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | true |
Entity Ex Transition Period | false |
Entity Central Index Key | 0001863990 |
Amendment Flag | true |
Amendment Description | Amendment No. 1 |
BALANCE SHEETS
BALANCE SHEETS | Dec. 31, 2021 USD ($) |
Assets: | |
Cash | $ 931,271 |
Prepaid expenses-current | 384,730 |
Total current assets | 1,316,001 |
Prepaid expenses-non-current | 111,454 |
Investments held in Trust Account | 117,310,928 |
Total assets | 118,738,383 |
Liabilities, Redeemable Common Stock and Stockholders' (Deficit) Equity | |
Accrued offering costs and expenses | 175,661 |
Due to related party | 24,613 |
Total liabilities | 200,274 |
Commitments and Contingencies (Note 6) | |
Common stock subject to possible redemption, 1,634,944 and 11,500,000 shares at redemption value of $10.73 and $10.30, respectively, as of September 30, 2023 and December 31, 2022, respectively | 117,300,000 |
Stockholders' (Deficit) Equity: | |
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | |
Common stock, $0.0001 par value; 100,000,000 shares authorized; 3,550,000 shares issued and outstanding (excluding 1,634,944 and 11,500,000 shares subject to possible redemption) as of September 30, 2023 and December 31, 2022, respectively | 356 |
Additional paid-in capital | 1,651,707 |
Accumulated Deficit | (413,954) |
Total Stockholders' (Deficit) Equity | 1,238,109 |
Total Liabilities, Redeemable Common Stock and Stockholders' (Deficit) Equity | $ 118,738,383 |
BALANCE SHEETS (Parenthetical)
BALANCE SHEETS (Parenthetical) - $ / shares | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized (in shares) | 1,000,000 | 1,000,000 | 1,000,000 |
Preferred stock, shares issued (in shares) | 0 | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 | 0 |
Common shares, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common shares, shares authorized (in shares) | 100,000,000 | 100,000,000 | 100,000,000 |
Common shares, shares issued (in shares) | 3,550,000 | 3,550,000 | |
Common shares, shares outstanding (in shares) | 3,550,000 | 3,550,000 | |
Common stock subject to possible redemption | |||
Common stock subject to possible redemption | 1,634,944 | 11,500,000 | 11,500,000 |
Common stock, redemption value per share | $ 10.73 | $ 10.30 | $ 10.30 |
Common shares, shares outstanding (in shares) | 11,500,000 | 11,500,000 | |
Common stock not subject to possible redemption | |||
Common shares, shares issued (in shares) | 3,550,000 | 3,550,000 | |
Common shares, shares outstanding (in shares) | 3,550,000 | 3,550,000 |
STATEMENTS OF OPERATIONS
STATEMENTS OF OPERATIONS - USD ($) | 3 Months Ended | 6 Months Ended | 8 Months Ended | 9 Months Ended | 12 Months Ended | ||||||
Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2022 | Dec. 31, 2021 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Operating cost | $ 409,464 | $ 253,954 | $ 424,882 | $ 1,361,983 | $ 795,516 | $ 1,385,573 | |||||
Loss from operations | (409,464) | (253,954) | (424,882) | (1,361,983) | (795,516) | (1,385,573) | |||||
Other (expense) income: | |||||||||||
Interest earned on investments held in Trust Account | 225,727 | 541,215 | 10,928 | 1,991,307 | 777,810 | 1,739,145 | |||||
Total other (expense) income, net | (479,238) | 541,215 | 10,928 | 375,175 | 777,810 | 1,739,145 | |||||
(Loss) Income before provision for income taxes | (888,702) | 287,261 | (413,954) | (986,808) | (17,706) | 353,572 | |||||
Provision for income taxes | (40,052) | (103,155) | (395,976) | (115,308) | (316,711) | ||||||
Net (loss) income | $ (928,754) | $ (959,222) | $ 505,192 | $ 184,106 | $ (130,227) | $ (186,893) | $ (413,954) | $ (1,382,784) | $ (133,014) | $ 36,861 | |
Common stock, redeemable shares | |||||||||||
Other (expense) income: | |||||||||||
Basic weighted average shares outstanding | 8,175,512 | 11,500,000 | 3,568,966 | 8,175,512 | 11,500,000 | 11,500,000 | |||||
Diluted weighted average shares outstanding | 8,175,512 | 11,500,000 | 3,568,966 | 8,175,512 | 11,500,000 | 11,500,000 | |||||
Basic net (loss) income per share | $ (0.08) | $ 0.01 | $ (0.07) | $ (0.12) | $ (0.01) | $ 0 | |||||
Diluted net (loss) income per share | $ (0.08) | $ 0.01 | $ (0.07) | $ (0.12) | $ (0.01) | $ 0 | |||||
Common stock, non-redeemable shares | |||||||||||
Other (expense) income: | |||||||||||
Basic weighted average shares outstanding | 3,550,000 | 3,550,000 | 2,588,793 | 3,550,000 | 3,550,000 | 3,550,000 | |||||
Diluted weighted average shares outstanding | 3,550,000 | 3,550,000 | 3,550,000 | 2,588,793 | 3,550,000 | 3,550,000 | 3,550,000 | ||||
Basic net (loss) income per share | $ (0.08) | $ 0.01 | $ (0.07) | $ (0.12) | $ (0.01) | $ 0 | |||||
Diluted net (loss) income per share | $ (0.08) | $ 0.01 | $ (0.01) | $ (0.07) | $ (0.12) | $ (0.01) | $ 0 |
STATEMENTS OF CHANGES IN STOCKH
STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY - USD ($) | Common Stock | Additional Paid-in Capital | Accumulated Deficit | Total |
Balance at the beginning at May. 13, 2021 | $ 0 | $ 0 | $ 0 | $ 0 |
Balance at the beginning (in shares) at May. 13, 2021 | 0 | |||
Increase (Decrease) in Stockholders' Equity | ||||
Common stock issued to Sponsors | $ 288 | 24,712 | 25,000 | |
Common stock issued to Sponsors (in shares) | 2,875,000 | |||
Sale of 675,000 private placement units, net of offering costs | $ 68 | 6,748,463 | 6,748,463 | |
Sale of 675,000 private placement units, net of offering costs, (in shares) | 675,000 | |||
Allocated proceeds to public warrants, net of offering costs | 5,383,059 | 5,383,059 | ||
Remeasurement of carrying value to redemption value of shares subject to possible redemption | $ 0 | (10,504,527) | (10,504,527) | |
Net income (loss) | (413,954) | (413,954) | ||
Balance at the end at Dec. 31, 2021 | $ 356 | 1,651,707 | (413,954) | 1,238,109 |
Balance at the end (in shares) at Dec. 31, 2021 | 3,550,000 | |||
Increase (Decrease) in Stockholders' Equity | ||||
Net income (loss) | (186,893) | (186,893) | ||
Balance at the end at Mar. 31, 2022 | $ 356 | 1,651,707 | (600,847) | 1,051,216 |
Balance at the end (in shares) at Mar. 31, 2022 | 3,550,000 | |||
Balance at the beginning at Dec. 31, 2021 | $ 356 | 1,651,707 | (413,954) | 1,238,109 |
Balance at the beginning (in shares) at Dec. 31, 2021 | 3,550,000 | |||
Increase (Decrease) in Stockholders' Equity | ||||
Net income (loss) | (133,014) | |||
Balance at the end at Sep. 30, 2022 | $ 356 | 1,207,000 | (546,968) | 660,388 |
Balance at the end (in shares) at Sep. 30, 2022 | 3,550,000 | |||
Balance at the beginning at Dec. 31, 2021 | $ 356 | 1,651,707 | (413,954) | 1,238,109 |
Balance at the beginning (in shares) at Dec. 31, 2021 | 3,550,000 | |||
Increase (Decrease) in Stockholders' Equity | ||||
Remeasurement of carrying value to redemption value of shares subject to possible redemption | (1,154,587) | (1,154,587) | ||
Net income (loss) | 36,861 | 36,861 | ||
Balance at the end at Dec. 31, 2022 | $ 356 | 497,120 | (377,093) | 120,383 |
Balance at the end (in shares) at Dec. 31, 2022 | 3,550,000 | |||
Balance at the beginning at Mar. 31, 2022 | $ 356 | 1,651,707 | (600,847) | 1,051,216 |
Balance at the beginning (in shares) at Mar. 31, 2022 | 3,550,000 | |||
Increase (Decrease) in Stockholders' Equity | ||||
Remeasurement of carrying value to redemption value of shares subject to possible redemption | (135,370) | (135,370) | ||
Net income (loss) | (130,227) | (130,227) | ||
Balance at the end at Jun. 30, 2022 | $ 356 | 1,516,337 | (731,074) | 785,619 |
Balance at the end (in shares) at Jun. 30, 2022 | 3,550,000 | |||
Increase (Decrease) in Stockholders' Equity | ||||
Remeasurement of carrying value to redemption value of shares subject to possible redemption | (309,337) | (309,337) | ||
Net income (loss) | 184,106 | 184,106 | ||
Balance at the end at Sep. 30, 2022 | $ 356 | 1,207,000 | (546,968) | 660,388 |
Balance at the end (in shares) at Sep. 30, 2022 | 3,550,000 | |||
Balance at the beginning at Dec. 31, 2022 | $ 356 | 497,120 | (377,093) | 120,383 |
Balance at the beginning (in shares) at Dec. 31, 2022 | 3,550,000 | |||
Increase (Decrease) in Stockholders' Equity | ||||
Remeasurement of carrying value to redemption value of shares subject to possible redemption | (497,120) | (475,952) | (973,072) | |
Net income (loss) | 505,192 | 505,192 | ||
Balance at the end at Mar. 31, 2023 | $ 356 | (347,853) | (347,497) | |
Balance at the end (in shares) at Mar. 31, 2023 | 3,550,000 | |||
Balance at the beginning at Dec. 31, 2022 | $ 356 | $ 497,120 | (377,093) | 120,383 |
Balance at the beginning (in shares) at Dec. 31, 2022 | 3,550,000 | |||
Increase (Decrease) in Stockholders' Equity | ||||
Net income (loss) | (1,382,784) | |||
Balance at the end at Sep. 30, 2023 | $ 356 | (2,655,710) | (2,655,354) | |
Balance at the end (in shares) at Sep. 30, 2023 | 3,550,000 | |||
Balance at the beginning at Mar. 31, 2023 | $ 356 | (347,853) | (347,497) | |
Balance at the beginning (in shares) at Mar. 31, 2023 | 3,550,000 | |||
Increase (Decrease) in Stockholders' Equity | ||||
Fair value of founder shares transferred on Promissory Notes | 1,616,132 | 1,616,132 | ||
Excise tax imposed on common stock redemptions | (1,028,975) | (1,028,975) | ||
Remeasurement of carrying value to redemption value of shares subject to possible redemption | (611,121) | (611,121) | ||
Net income (loss) | (959,222) | (959,222) | ||
Balance at the end at Jun. 30, 2023 | $ 356 | (1,331,039) | (1,330,683) | |
Balance at the end (in shares) at Jun. 30, 2023 | 3,550,000 | |||
Increase (Decrease) in Stockholders' Equity | ||||
Remeasurement of carrying value to redemption value of shares subject to possible redemption | (395,917) | (395,917) | ||
Net income (loss) | (928,754) | (928,754) | ||
Balance at the end at Sep. 30, 2023 | $ 356 | $ (2,655,710) | $ (2,655,354) | |
Balance at the end (in shares) at Sep. 30, 2023 | 3,550,000 |
STATEMENTS OF CHANGES IN STOC_2
STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (Parenthetical) | Dec. 31, 2022 shares |
Private Placement Warrants | |
Sale of private placement units | 675,000 |
STATEMENTS OF CASH FLOWS
STATEMENTS OF CASH FLOWS | 8 Months Ended |
Dec. 31, 2021 USD ($) | |
Cash Flows from Operating Activities: | |
Net loss | $ (413,954) |
Adjustments to reconcile net loss to net cash used in operating activities: | |
Interest earned on investments held in Trust Account | (10,928) |
Changes in operating assets and liabilities: | |
Prepaid expenses | (496,184) |
Accrued expenses | 175,661 |
Due to related party | 24,613 |
Net cash used in operating activities | (720,792) |
Cash Flows from Investing Activities: | |
Principal deposited in Trust Account | (117,300,000) |
Net cash provided by investing activities | (117,300,000) |
Cash Flows from Financing Activities: | |
Proceeds from initial public offering, net of costs | 112,700,000 |
Proceeds from sale of founder shares | 25,000 |
Proceeds from private placement units | 6,750,000 |
Proceeds from (Repayments of) Related Party Debt | (323,190) |
Payment of deferred offering costs | (199,747) |
Net cash used in financing activities | 118,952,063 |
Net Change in Cash | 931,271 |
Cash - End of period | 931,271 |
Supplemental disclosure of non-cash financing activities: | |
Deferred offering costs paid by related party | $ 323,190 |
Organization and Business Opera
Organization and Business Operations | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Organization and Business Operations | ||
Organization and Business Operations | Note 1 — Organization and Business Operations SportsMap Tech Acquisition Corp. (the “Company”) is a blank check company incorporated as a Delaware corporation on May 14, 2021. The Company was formed for the purpose of entering into a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar Business Combination with one or more businesses or entities (the “Business Combination”). As of September 30, 2023, the Company had not commenced any operations. All activity for the period from May 14, 2021 (inception) through September 30, 2023 relates to the Company’s formation and the initial public offering described below and, subsequent to the initial public offering, identifying a target company for a 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 on cash and cash equivalents from the proceeds derived from the Initial Public Offering (the “IPO”). The Company’s sponsor is SportsMap, LLC, a limited liability company (the “Sponsor”). The registration statement for the Company’s IPO was declared effective on October 18, 2021 (the “Effective Date”). On October 21, 2021, the Company consummated the IPO of 11,500,000 units (the “Units” and, with respect to the Common stock included in the Units being offered, the “public shares”) at $10.00 per Unit, including the full exercise of the underwriters’ over-allotment of 1,500,000 units, generating gross proceeds to the Company of $115,000,000 , which is discussed in Note 3. Simultaneously with the consummation of the IPO, the Company consummated the private placement of 675,000 units (the “Private Placement Units”) at a price of $10.00 per Private Placement Unit to the Sponsor and the representative of the underwriters and/or certain of their designees or affiliates, generating gross proceeds to the Company of $6,750,000 , which is described in Note 4. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the IPO and sale of the Private Placement Units, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. The Company’s Business Combination must be with one or more target businesses that together have a fair market value equal to at least 80% of the net balance in the Trust Account (as defined below) (less any taxes payable on interest earned) at the time of the signing a definitive agreement in connection with the initial Business Combination. However, 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 sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”). There is no assurance that the Company will be able to successfully effect a Business Combination. Following the closing of the IPO on October 21, 2021, $117,300,000 ( $10.20 per Unit) from the net proceeds of the sale of Units in the IPO and a portion of the proceeds of the sale of the Private Placement Units was deposited into a trust account (“Trust Account”) located in the United States with Contin ental Stock Transfer & Trust Company acting as trustee, and is invested only in U.S. government treasury bills, notes or bonds with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act and which invest solely in U.S. Treasuries. Except as set forth below, the proceeds held in the Trust Account will not be released until the earlier of: (1) the completion of the initial Business Combination within the required time period; (2) the Company’s redemption of 100% of the outstanding public shares if the Company has not completed an initial Business Combination in the required time period; and (3) the redemption of any public shares properly tendered in connection with a stockholder vote to amend the Company’s amended and restated certificate of incorporation (A) to modify the substance or timing of the Company’s obligation to allow redemption of public shares as described in the IPO or redeem 100% of the public shares if the Company does not complete the initial Business Combination within the required time period or (B) with respect to any other provision relating to stockholders’ rights or pre-Business Combination activity. In connection with any proposed initial Business Combination, the Company will either (1) seek stockholder approval of such initial Business Combination at a meeting of stockholders called for such purpose at which stockholders may seek to redeem their shares, regardless of whether they vote for or against the proposed Business Combination or do not vote at all, for their pro rata share of the aggregate amount then on deposit in the Trust Account (net of taxes payable), or (2) provide the Company’s stockholders with the opportunity to sell their shares to the Company by means of a tender offer (and thereby avoid the need for a stockholder vote) for an amount equal to their pro rata share of the aggregate amount then on deposit in the Trust Account (net of taxes payable), in each case subject to the limitations described herein. The decision as to whether the Company will seek stockholder approval of a proposed Business Combination or will allow stockholders to sell their shares to the Company in a tender offer will be made by the Company, solely in its discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would otherwise require the Company to seek stockholder approval. The Company has until November 20, 2023 (as extended, or until December 20, 2023 with additional funding of the Trust Account as described below) to complete the initial Business Combination. If the Company is unable to complete the initial Business Combination within such 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 100 % of the outstanding public shares which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining holders of common stock and the board of directors, proceed to commence a voluntary liquidation and thereby a formal dissolution of the Company, subject (in the case of (ii) and (iii) above) to the Company’s obligations to provide for claims of creditors and the requirements of applicable law. The initial stockholders have agreed to (i) waive their redemption rights with respect to their private shares in connection with the completion of the initial Business Combination, (ii) waive their redemption rights with respect to their private shares in connection with a stockholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation (A) to modify the substance or timing of the Company’s obligation to redeem 100% of the public shares if the Company does not complete the initial Business Combination within the Combination Period or (B) with respect to any other provision relating to stockholders’ rights or pre-initial Business Combination activity and (iii) waive their rights to liquidating distributions from the Trust Account with respect to their private shares if the company fail to complete the initial Business Combination within the Combination Period. The Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a vendor for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amounts in the Trust Account to below $10.20 per share, 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 underwriters of the IPO against certain liabilities, including liabilities under the Securities Act. 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 has not independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and believes that the Sponsor’s only assets are securities of the Company. The Company has not asked the Sponsor to reserve for such obligations and therefore believes the Sponsor will be unlikely to satisfy its indemnification obligations if it is required to do so. However, the Company believes the likelihood of the Sponsor having to indemnify the Trust Account is limited because the Company will endeavor to have all vendors and prospective target businesses as well as other entities execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. For the three and nine months ended September 30, 2023, the Company withdrew $ 0 and $ 103,515,624 , respectively, from the Trust Account in connection with redemptions and to pay tax obligations. No amounts were withdrawn for the three and nine months ended September 30, 2022. On April 14, 2023, the Company held a special meeting of stockholders (the “Meeting”), at which the Company’s stockholders of record voted to approve the amendment of the Company’s amended and restated certificate of incorporation to extend the date by which the Company must consummate a Business Combination or, if it fails to do so, cease its operations and redeem or repurchase 100% of the shares of the Company’s common stock issued in the Company’s initial public offering, from April 20, 2023, monthly for up to eight additional months at the election of the Company, ultimately until as late as December 20, 2023 (“Extension”). With this amendment, the Company has agreed to deposit into the Trust Account $0.05 for each outstanding public share for each monthly extension of the date by which the Company must complete its initial Business Combination. Since the Meeting, the Company has deposited $490,484 into the Trust Account to extend the date by which it must consummate a Business Combination or cease operations until November 20, 2023. In connection with the Extension, 9,865,056 shares of the Company’s common stock were redeemed (the “Redemption”), with 5,184,944 shares of Common Stock remaining outstanding after the Redemption, of which 1,634,944 shares of Common Stock remaining outstanding after the Redemption are shares issued in connection with our IPO (the “Public Shares”). The public stockholders will continue to have the opportunity to redeem all or a portion of their Public Shares upon the completion of an initial Business Combination at a per-share price, payable in cash, equal to the aggregate amount on deposit in the Trust Account as of two business days prior to the vote to approve the consummation of an initial Business Combination, including interest (which interest shall be net of taxes payable) divided by the number of then outstanding Public Shares. On October 20, 2023, the Company deposited $ 81,747 in the Trust Account extending the Extension date to December 20, 2023. Business Combination Agreement On December 5, 2022, SportsMap Tech Acquisition Corp., a Delaware corporation (“SportsMap”), entered into a Business Combination Agreement, which was amended on June 27, 2023 (as it may be amended, supplemented or otherwise modified from time to time, the “Business Combination Agreement”), by and among SportsMap, Infrared Cameras Holdings, Inc., a Delaware corporation (“ICI”), and ICH Merger Sub Inc., a Delaware corporation and a wholly-owned subsidiary of SportsMap (“Merger Sub”). The Business Combination The Business Combination Agreement provides that, on the terms and subject to the conditions of the Business Combination Agreement, Merger Sub will merge with and into ICI (the “Merger”) with ICI surviving the Merger as a wholly-owned subsidiary of SportsMap (the “Surviving Company”). The Business Combination is expected to close in the fourth quarter of 2023, following the receipt of the required approval of SportsMap’s stockholders and the fulfillment or waiver (if permitted by applicable law) of other customary closing conditions. The closing of the Business Combination is referred to herein as the “Closing”. Business Combination Consideration At the effective time of the Merger (the “Effective Time”), in accordance with the terms and subject to the conditions of the Business Combination Agreement: ● each share of ICI common stock issued and outstanding immediately prior to the Effective Time (other than Dissenting Shares (as defined in the Business Combination Agreement) and shares held immediately prior to the Effective Time by ICI as treasury stock) will be converted into the right to receive such number of shares of SportsMap common stock equal to the Exchange Ratio (as defined below), ● each option (a “Company Option”) to purchase shares of ICI Class B Common Stock that is outstanding and unexercised immediately prior to the Effective Time, whether vested or unvested, other than any Out-of-the-Money Option (as defined in the Business Combination Agreement) (the “Participating Company Options”), will be converted into an option to purchase a number of shares of SportsMap common stock upon substantially the same terms and conditions (but taking into account any accelerated vesting provided for in ICI’s equity plan or any award agreement by reason of the Business Combination Agreement or the transactions contemplated by the Business Combination Agreement) as are in effect with respect to such Company Option prior to the Effective Time, except that such option shall represent the right to receive a number of shares of SportsMap common stock equal to the number of shares of Company Class B Common Stock subject to such Company Option prior to the Effective Time multiplied by the Exchange Ratio, and the exercise price per share shall be equal to the exercise price per share of such Company Option prior to the Effective Time multiplied by the Exchange Ratio; and each Out-of-the-Money Option will be cancelled and terminated for no consideration; ● each share of common stock of Merger Sub issued and outstanding immediately prior to the Effective Time will be converted into one share of common stock of the Surviving Company; ● each share of ICI common stock held immediately prior to the Effective Time by ICI as treasury stock will be cancelled and extinguished for no consideration; and ● each dissenting share of ICI Common Stock will not convert in the Merger and will be entitled to rely on such rights as are granted pursuant to Delaware law, subject to certain conditions set forth in the Business Combination Agreement and in accordance with applicable law. The “Exchange Ratio” will be determined by (i) dividing the Adjusted Equity Value by $ 10.00 , which is the value of one share of Sports Map common stock, and (ii) further dividing the quotient of the calculation in clause (i) by the aggregate number of shares of ICI Common Stock issued and outstanding immediately prior to the Effective Time (other than shares held immediately prior to the Effective Time by ICI as treasury stock) on a fully-diluted basis assuming the exercise of all Participating Company Options, excluding any such shares issuable upon exercise of Out-of-the-Money Options, which will be cancelled at the Effective Time. The “Adjusted Equity Value” will be equal to (a) $ 100,000,000 , less (b) the aggregate amount of ICI’s outstanding indebtedness at the Effective Time, plus (b) the aggregate exercise price that would be paid in respect of Participating Company Options if all Participating Company Options were exercised in full immediately prior to the Effective Time, plus (c) all cash and cash equivalents of ICI as of immediately prior to the Effective Time, plus (d) the aggregate principal amount of any convertible promissory notes entered into by ICI on or after the date of the Business Combination Agreement but prior to the Closing in each case on terms and subject to conditions set forth in the Business Combination Agreement. Pursuant to the Business Combination Agreement, SportsMap will reserve for issuance 2,400,000 shares of SportsMap common stock (the “Earnout Shares”). The Earnout Shares will be issued pro rata to the holders of ICI common stock if either (a) during the period beginning six months after the closing of the Business Combination and ending on December 31, 2024, the common stock of the post-closing public company (“PubCo”) achieves a market price of $ 12.50 per share for a specified number of days, or the combined company consummates a transaction in which its stockholders have the right to receive consideration implying a value of at least $ 12.50 per share, or (b) PubCo achieves revenue of $ 68.5 million during the fiscal year ending December 31, 2024, subject to certain limitations set forth in the Business Combination Agreement. In addition, the Business Combination Agreement provides that, if ICI raises additional capital by the issuance of convertible promissory notes on or after the date of the Business Combination Agreement but prior to the Closing, such convertible notes will convert into ICI Class A Common Stock (as defined in the Business Combination Agreement) immediately prior to the Effective Time and will convert in the Merger in the same manner as ICI Common Stock. Termination The Business Combination Agreement may be terminated under certain customary and limited circumstances prior to the closing of the Business Combination, including, but not limited to, (i) by either SportsMap or ICI if the Business Combination is not consummated by December 20, 2023, (ii) by SportsMap if there is a material breach of the representations, warranties or covenants of ICI, subject to a thirty (30)-day cure period following notice of such breach, and (iii) by ICI upon a material breach of the representations, warranties or covenants of SportsMap, subject to a thirty (30)-day cure period following notice of such breach. If the Business Combination Agreement is validly terminated, none of the parties to the Business Combination Agreement will have any liability or any further obligation under the Business Combination Agreement, other than customary confidentiality obligations, except in the case of willful breach or fraud. Contingent Business Combination Fees As discussed in Note 6, the Company has engaged various parties to assist in the selection and consummation of a Business Combination. These fees for approximately $660,000 in cash and $6,525,000 in stock are not due or payable until the consummation of a Business Combination. At September 30, 2023 and December 31, 2022, none of these amounts are reported in the Company’s unaudited condensed financial statements. Amendment No. 2 to the Business Combination Agreement On September 17, 2023, the parties to the Business Combination Agreement entered into Amendment No. 2 to the Business Combination Agreement (the “Amendment”) in anticipation of ICI issuing restricted stock unit awards prior to the closing of the Business Combination, and in order for the Business Combination Agreement to address the treatment of restricted stock units in the Business Combination. Pursuant to the Business Combination Agreement, as amended by the Amendment, the parties agreed that ICI restricted stock units awards would convert into restricted stock unit awards on substantially similar terms covering the Company’s common stock upon consummation of the Business Combination. The Amendment also provides for adjustments to the Participating Fully Diluted Shares Outstanding and the Exchange Ratio (each as defined in the Amendment) for the additional shares underlying the restricted stock units. Liquidity and Capital Resources As of September 30, 2023, the Company had $27,900 in its operating bank account and working capital deficit of $ 2,827,292 . The Company’s liquidity needs through September 30, 2023 were satisfied through a payment from the Sponsor of $ 25,000 (see Note 5) for the Founder Shares to cover certain offering costs and the loan under an unsecured promissory note from the Sponsor of up to $ 400,000 . The outstanding balance under the promissory note of $323,190 was paid in full and the unsecured promissory note is no longer available to the Company. After consummation of the IPO on October 21, 2021, the Company had $2,150,000 of private placement proceeds receivable from the Sponsor which was received into the Company’s operating bank account on October 22, 2021. In April and May 2023, the Company secured operational working capital of $1,000,000 through investors within the Sponsor and other third parties (“Promissory Notes”) (see Note 5). In order to finance transaction costs in connection with a Business Combination, the Company’s Sponsor or an affiliate of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to, provide the Company Working Capital Loans, as defined below (see Note 5). As of September 30, 2023, there were no amounts outstanding under any Working Capital Loans. Going Concern The Company anticipates that the $ 27,900 held outside the Trust Account as of September 30, 2023, may not be sufficient to allow the Company to operate for at least 1 2 months from the issuance of the financial statements, assuming that a Business Combination is not consummated during that time. Until consummation of its Business Combination, the Company will be using the funds not held in the Trust Account, funds from the Promissory Notes and any additional Working Capital Loans (as defined in Note 5) (see Note 5), for identifying and evaluating prospective acquisition candidates, performing business due diligence on prospective target businesses, traveling to and from the offices, plants or similar locations of prospective target businesses, reviewing corporate documents and material agreements of prospective target businesses, selecting the target business to acquire and structuring, negotiating and consummating the Business Combination. The Company can raise additional capital through Working Capital Loans from the initial shareholders, certain of the Company’s officers, and directors (see Note 5), or through loans from third parties. None of the sponsor, officers or directors are under any obligation to advance funds to, or to invest in , the Company. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of its business plan, and reducing overhead expenses. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. These conditions raise substantial doubt about the Company’s ability to continue as a going concern for a reasonable period of time, which is considered to be one year from the issuance date of these unaudited condensed financial statements. The Company has until November 20, 2023 (as extended) to consummate a Business Combination. It is uncertain that the Company will be able to consummate a Business Combination by that date, which is less than 12 months from the issuance of these unaudited condensed financial statements. If a Business Combination is not consummated by the required date, there will be a mandatory liquidation and subsequent dissolution. In connection with the Company’s assessment of going concern considerations in accordance with the authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Update (“ASU”) 2014-15, “Disclosure of Uncertainties About an Entity’s Ability to Continue as a Going Concern,” management has determined that mandatory liquidation, and subsequent dissolution, should the Company be unable to complete a Business Combination, raises substantial doubt about the Company’s ability to continue as a going concern for the next 12 months from the issuance of these unaudited condensed financial statements. No adjustments have been made to the carrying amounts of assets and liabilities should the Company be required to liquidate after November 20, 2023. Risks and Uncertainties Management is currently evaluating the impact of the COVID-19 pandemic, the Russia-Ukraine war, and the Israel-Hamas conflict and has concluded that while it is reasonably possible that the virus and war could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these unaudited condensed financial statements. The unaudited condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty. Inflation Reduction Act of 2022 On August 16, 2022, the Inflation Reduction Act of 2022 (the “IR Act”) was signed into federal law. The IR Act provides for, among other things, a new U.S. federal 1% excise tax on certain repurchases of stock by publicly traded U.S. domestic corporations and certain U.S. domestic subsidiaries of publicly traded foreign corporations occurring on or after January 1, 2023. The excise tax is imposed on the repurchasing corporation itself, not its shareholders from which shares are repurchased. The amount of the excise tax is generally 1% of the fair market value of the shares repurchased at the time of the repurchase. However, for purposes of calculating the excise tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year. In addition, certain exceptions apply to the excise tax. The U.S. Department of the Treasury (the “Treasury”) has been given authority to provide regulations and other guidance to carry out and prevent the abuse or avoidance of the excise tax. On December 27, 2022, the Treasury published Notice 2023-2, which provided clarification on some aspects of the application of the excise tax. The notice generally provides that if a publicly traded U.S. corporation completely liquidates and dissolves, distributions in such complete liquidation and other distributions by such corporation in the same taxable year in which the final distribution in complete liquidation and dissolution is made are not subject to the excise tax. Although such notice clarifies certain aspects of the excise tax, the interpretation and operation of aspects of the excise tax (including its application and operation with respect to SPACs) remain unclear and such interim operating rules are subject to change. Because the application of this excise tax is not entirely clear, any redemption or other repurchase effected by the Company, in connection with a Business Combination, extension vote or otherwise, may be subject to this excise tax. Because any such excise tax would be payable by the Company and not by the redeeming holders, it could cause a reduction in the value of the Company’s common stock, cash available with which to effectuate a Business Combination or cash available for distribution in a subsequent liquidation. Whether and to what extent the Company would be subject to the excise tax in connection with a Business Combination will depend on a number of factors, including (i) the structure of the Business Combination, (ii) the fair market value of the redemptions and repurchases in connection with the Business Combination, (iii) the nature and amount of any “PIPE” or other equity issuances in connection with the Business Combination (or any other equity issuances within the same taxable year of the Business Combination) and (iv) the content of any subsequent regulations, clarifications, and other guidance issued by the Treasury. Further, the application of the excise tax in respect of distributions pursuant to a liquidation of a publicly traded U.S. corporation is uncertain and has not been addressed by the Treasury in regulations, and it is possible that the proceeds held in the Trust Account could be used to pay any excise tax owed by the Company in the event the Company is unable to complete a Business Combination in the required time and redeem 100% of the remaining common stock in accordance with the Company’s amended and restated certificate of incorporation, in which case the amount that would otherwise be received by the public stockholders in connection with the Company’s liquidation would be reduced. | Note 1 — Organization and Business Operations SportsMap Tech Acquisition Corp. (the “Company”) is a newly organized, blank check company incorporated as a Delaware corporation on May 14, 2021. The Company was formed for the purpose of entering into a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities (the “Business Combination”). As of December 31, 2022, the Company had not commenced any operations. All activity for the period from May 14, 2021 (inception) through December 31, 2022 relates to the Company’s formation and the initial public offering described below and, subsequent to the initial public offering, identifying a target company for a 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 on cash and cash equivalents from the proceeds derived from the Initial Public Offering (the “IPO”). The Company has selected December 31 as its fiscal year end. The Company’s sponsor is SportsMap, LLC, a limited liability company (the “Sponsor”). The registration statement for the Company’s IPO was declared effective on October 18, 2021 (the “Effective Date”). On October 21, 2021, the Company consummated the IPO of units (the “Units” and, with respect to the Common stock included in the Units being offered, the “public shares”) at per Unit, including the full exercise of the underwriters’ over-allotment of units, generating gross proceeds to the Company of , which is discussed in Note 3. Simultaneously with the consummation of the IPO, the Company consummated the private placement of (the “Private Placement Units”) at a price of o the Sponsor and the representative of the underwriters and/or certain of their designees or affiliates, generating gross proceeds to the Company of Transaction costs amounted to $2,822,937 consisting of $2,300,000 of underwriting commissions and $522,937 of other offering costs. $2,686,076 was all charged to temporary equity and $136,861 was charged to additional paid-in capital. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the IPO and sale of the Private Placement Units, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. The Company’s Business Combination must be with one or more target businesses that together have a fair market value equal to at least 80% of the net balance in the Trust Account (as defined below) (less any taxes payable on interest earned) at the time of the signing a definitive agreement in connection with the initial Business Combination. However, 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 sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”). There is no assurance that the Company will be able to successfully effect a Business Combination. Following the closing of the IPO on October 21, 2021, from the net proceeds of the sale of Units in the IPO and a portion of the proceeds of the sale of the Private Placement Units was deposited into a trust account (“Trust Account”) located in the United States with Continental Stock Transfer & Trust Company acting as trustee, and will be invested only in U.S. government treasury bills, notes or bonds with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act and which invest solely in U.S. Treasuries. Except as set forth below, the proceeds held in the Trust Account will not be released until the earlier of: (1) the completion of the initial Business Combination within the required time period; (2) the Company’s redemption of 100% of the outstanding public shares if the Company has not completed an initial Business Combination in the required time period; and (3) the redemption of any public shares properly tendered in connection with a stockholder vote to amend the Company’s amended and restated certificate of incorporation (A) to modify the substance or timing of the Company’s obligation to allow redemption of public shares as described in the IPO or redeem 100% of the public shares if the Company does not complete the initial Business Combination within the required time period or (B) with respect to any other provision relating to stockholders’ rights or pre-Business Combination activity. In connection with any proposed initial Business Combination, the Company will either (1) seek stockholder approval of such initial Business Combination at a meeting of stockholders called for such purpose at which stockholders may seek to redeem their shares, regardless of whether they vote for or against the proposed Business Combination or do not vote at all, for their pro rata share of the aggregate amount then on deposit in the Trust Account (net of taxes payable), or (2) provide the Company’s stockholders with the opportunity to sell their shares to the Company by means of a tender offer (and thereby avoid the need for a stockholder vote) for an amount equal to their pro rata share of the aggregate amount then on deposit in the Trust Account (net of taxes payable), each case subject to the limitations described herein. The decision as to whether the Company will seek stockholder approval of a proposed Business Combination or will allow stockholders to sell their shares to the Company in a tender offer will be made by the Company, solely in its discretion, and will be based on a variety of factors such the timing of the transaction and whether the terms of the transaction would otherwise require the Company to seek stockholder approval. The Company will have only 18 months from the closing of the IPO (the “Combination Period”) to complete the initial Business Combination. If the Company is unable to complete the initial Business Combination within such 18 -month 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 of the outstanding public shares which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining holders of common stock and the board of directors, proceed to commence a voluntary liquidation and thereby a formal dissolution of the Company, subject (in the case of (ii) and (ii) above) to the Company’s obligations to provide for claims of creditors and the requirements of applicable law. The initial stockholders have agreed to (i) waive their redemption rights with respect to their private shares in connection with the completion of the initial Business Combination, (ii) waive their redemption rights with respect to their private shares in connection with a stockholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation (A) to modify the substance or timing of the Company’s obligation to redeem of the public shares if the Company does not complete the initial Business Combination within the Combination Period or (B) with respect to any other provision relating to stockholders’ rights or pre-initial Business Combination activity and (iii) waive their rights to liquidating distributions from the Trust Account with respect to their private shares if the company fail to complete the initial Business Combination within the Combination Period. The Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a vendor for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amounts in the Trust Account to below per share, 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 underwriters of the IPO against certain liabilities, including liabilities under the Securities Act. 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 has not independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and believes that the Sponsor’s only assets are securities of the Company. The Company has not asked the Sponsor to reserve for such obligations and therefore believes the Sponsor will be unlikely to satisfy its indemnification obligations if it is required to do so. However, the Company believes the likelihood of the Sponsor having to indemnify the Trust Account is limited because the Company will endeavor to have all vendors and prospective target businesses as well as other entities execute agreements the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. For the year ended December 31, 2022, the Company withdrew $307,146 from the Trust Account to pay taxes. No amounts were withdrawn in the period ended 2021. Business Combination Agreement On December 5, 2022, SportsMap Tech Acquisition Corp., a Delaware corporation (“ SportsMap Business Combination Agreement ICI Merger Sub The Business Combination The Business Combination Agreement provides that, on the terms and subject to the conditions of the Business Combination Agreement, Merger Sub will merge with and into ICI (the “ Merger Surviving Company The Business Combination is expected to close in the third quarter of 2023, following the receipt of the required approval of SportsMap’s stockholders and the fulfillment or waiver (if permitted by applicable law) of other customary closing conditions. The closing of the Business Combination is referred to herein as the “ Closing Business Combination Consideration At the effective time of the Merger (the “ Effective Time ● each share of ICI common stock issued and outstanding immediately prior to the Effective Time (other than Dissenting Shares (as defined in the Business Combination Agreement) and shares held immediately prior to the Effective Time by ICI as treasury stock) will be converted into the right to receive such number of shares of SportsMap common stock equal to the Exchange Ratio (as defined below), ● each option (a “Company Option”) to purchase shares of ICI Class B Common Stock that is outstanding and unexercised immediately prior to the Effective Time, whether vested or unvested, other than any Out-of-the-Money Option (as defined in the Business Combination Agreement) (the “Participating Company Options”), will be converted into an option to purchase a number of shares of SportsMap common stock upon substantially the same terms and conditions (but taking into account any accelerated vesting provided for in ICI’s equity plan or any award agreement by reason of the Business Combination Agreement or the transactions contemplated by the Business Combination Agreement) as are in effect with respect to such Company Option prior to the Effective Time, except that such option shall represent the right to receive a number of shares of SportsMap common stock equal to the number of shares of Company Class B Common Stock subject to such Company Option prior to the Effective Time multiplied by the Exchange Ratio, and the exercise price per share shall be equal to the exercise price per share of such Company Option prior to the Effective Time multiplied by the Exchange Ratio; and each Out-of-the-Money Option will be cancelled and terminated for no consideration; ● each share of common stock of Merger Sub issued and outstanding immediately prior to the Effective Time will be converted into one share of common stock of the Surviving Company; ● each share of ICI common stock held immediately prior to the Effective Time by ICI as treasury stock will be cancelled and extinguished for no consideration; and ● each dissenting share of ICI Common Stock will not convert in the Merger and will be entitled to rely on such rights as are granted pursuant to Delaware law, subject to certain conditions set forth in the Business Combination Agreement and in accordance with applicable law. The “ Exchange Ratio Adjusted Equity Value Pursuant to the Business Combination Agreement, SportsMap will reserve for issuance 2,400,000 shares of SportsMap common stock (the “ Earnout Shares PubCo In addition, the Business Combination Agreement provides that, if ICI raises additional capital by the issuance of convertible promissory notes on or after the date of the Business Combination Agreement but prior to the Closing, such convertible notes will convert into ICI Class A Common Stock (as defined in the Business Combination Agreement) immediately prior to the Effective Time and will convert in the Merger in the same manner as ICI Common Stock. Termination The Business Combination Agreement may be terminated under certain customary and limited circumstances prior to the closing of the Business Combination, including, but not limited to, (i) by either SportsMap or ICI if the Business Combination is not consummated by June 30, 2023, provided that such date may be extended by ICI by an additional 60 days under certain circumstances set forth in the Business Combination Agreement, (ii) by SportsMap if there is a material breach of the representations, warranties or covenants of ICI, subject to a thirty (30)-day cure period following notice of such breach, and (iii) by ICI upon a material breach of the representations, warranties or covenants of SportsMap, subject to a thirty (30)-day cure period following notice of such breach. If the Business Combination Agreement is validly terminated, none of the parties to the Business Combination Agreement will have any liability or any further obligation under the Business Combination Agreement, other than customary confidentiality obligations, except in the case of willful breach or fraud. Contingent Business Combination Fees As discussed in Note 6, the Company has engaged various parties to assist in the selection and consummation of a Business Combination. These fees are not due or payable until the consummation of a Business Combination. At December 31, 2022, none of these amounts are reported in the Company’s financial statements. Liquidity and Capital Resources As of December 31, 2022, the Company had $222,266 in its operating bank account and working capital of $124,865, excluding taxes. The Company’s liquidity needs through December 31, 2022 were satisfied through a payment from the Sponsor of $25,000 (see Note 5) for the Founder Shares to cover certain offering costs and the loan under an unsecured promissory note from the Sponsor of up to $400,000. The outstanding balance under the promissory note of $323,190 was paid in full and the unsecured promissory note is no longer available to the Company. As of December 31, 2022, no amounts were outstanding under the unsecured promissory note. After consummation of the IPO on October 21, 2021, the Company had $24,991 in its operating bank account, and working capital of $1,463,454, which included $2,150,000 of private placement proceeds receivable from the Sponsor which was received into the Company’s operating bank account on October 22, 2021. In addition, in order to finance transaction costs in connection with a Business Combination, the Company’s Sponsor or an affiliate of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to, provide the Company Working Capital Loans, as defined below (see Note 5). As of December 31, 2022, there were no amounts outstanding under any Working Capital Loans. Going Concern The Company anticipates that the $222,266 held outside the Trust Account as of December 31, 2022 may not be sufficient to allow the Company to operate for at least 12 months from the issuance of the financial statements, assuming that a business combination is not consummated during that time. Until consummation of its business combination, the Company will be using the funds not held in the Trust Account, and any additional Working Capital Loans (as defined in Note 5) from the initial shareholders, certain of the Company’s officers and directors (see Note 5), for identifying and evaluating prospective acquisition candidates, performing business due diligence on prospective target businesses, traveling to and from the offices, plants or similar locations of prospective target businesses, reviewing corporate documents and material agreements of prospective target businesses, selecting the target business to acquire and structuring, negotiating and consummating the business combination. The Company can raise additional capital through Working Capital Loans from the initial shareholders, certain of the Company’s officers, and directors (see Note 5), or through loans from third parties. None of the sponsor, officers or directors are under any obligation to advance funds to, or to invest in, the Company. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of its business plan, and reducing overhead expenses. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. These conditions raise substantial doubt about the Company’s ability to continue as a going concern for a reasonable period of time, which is considered to be one year from the issuance date of these financial statements. The Company has until April 20, 2023 to consummate a Business Combination. It is uncertain that the Company will be able to consummate a Business Combination by that date, which is less than 12 months from the issuance of these financial statements. If a Business Combination is not consummated by the required date, there will be a mandatory liquidation and subsequent dissolution. In connection with the Company’s assessment of going concern considerations in accordance with the authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Update (“ASU”) 2014-15, “Disclosure of Uncertainties About an Entity’s Ability to Continue as a Going Concern,” management has determined that mandatory liquidation, and subsequent dissolution, should the Company be unable to complete a business combination, raises substantial doubt about the Company’s ability to continue as a going concern for the next 12 months from the issuance of these financial statements. No adjustments have been made to the carrying amounts of assets and liabilities should the Company be required to liquidate after April 20, 2023. Risks and Uncertainties Management is currently evaluating the impact of the COVID-19 pandemic and Russia-Ukraine war and has concluded that while it is reasonably possible that the virus and war could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Inflation Reduction Act of 2022 On August 16, 2022, the Inflation Reduction Act of 2022 (the “IR Act”) was signed into federal law. The IR Act provides for, among other things, a new U.S. federal 1% excise tax on certain repurchases of stock by publicly traded U.S. domestic corporations and certain U.S. domestic subsidiaries of publicly traded foreign corporations occurring on or after January 1, 2023. The excise tax is imposed on the repurchasing corporation itself, not its shareholders from which shares are repurchased. The amount of the excise tax is generally 1% of the fair market value of the shares repurchased at the time of the repurchase. However, for purposes of calculating the excise tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year. In addition, certain exceptions apply to the excise tax. The U.S. Department of the Treasury (the “Treasury”) has been given authority to provide regulations and other guidance to carry out and prevent the abuse or avoidance of the excise tax. Any redemption or other repurchase that occurs after December 31, 2022, in connection with a Business Combination, extension vote or otherwise, may be subject to the excise tax. Whether and to what extent the Company would be subject to the excise tax in connection with a Business Combination, extension vote or otherwise would depend on a number of factors, including (i) the fair market value of the redemptions and repurchases in connection with the Business Combination, extension or otherwise, (ii) the structure of a Business Combination, (iii) the nature and amount of any “PIPE” or other equity issuances in connection with a Business Combination (or otherwise issued not in connection with a Business Combination but issued within the same taxable year of a Business Combination) and (iv) the content of regulations and other guidance from the Treasury. In addition, because the excise tax would be payable by the Company and not by the redeeming holder, the mechanics of any required payment of the excise tax have not been determined. The foregoing could cause a reduction in the cash available on hand to complete a Business Combination and in the Company’s ability to complete a Business Combination. |
Significant Accounting Policies
Significant Accounting Policies | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Significant Accounting Policies | ||
Significant Accounting Policies | Note 2 — Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed financial statements of the Company are presented in conformity with accounting principles generally accepted in the United States of America (“US GAAP”) and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”). Accordingly, they do not include all of the information and footnotes required by GAAP. In the opinion of management, the unaudited condensed financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the periods presented. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2022 as filed with the SEC on March 31, 2023, which contains the audited financial statements and notes thereto. The interim results for the three and nine months ended September 30, 2023 are not necessarily indicative of the results to be expected for the year ending December 31, 2023 or for any future interim periods. Emerging Growth Company Status 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 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 unaudited condensed financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of unaudited condensed financial statements in conformity with US 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 unaudited condensed financial statements and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgement. 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 unaudited condensed financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, actual results could differ from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did no t have any cash equivalents as of September 30, 2023 and December 31, 2022 other than those in the Trust Account. Cash and Securities Held in Trust Account At September 30, 2023, substantially all of the assets held in the Trust Account were held in money market funds which are invested primarily in U.S. Treasury securities. All of the Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of investments held in the Trust Account are included in interest earned on investments held in Trust Account in the accompanying condensed statements of operations. The estimated fair values of investments held in Trust Account are determined using available market information. Fair values of these investments are determined by Level 1 inputs utilizing quoted prices (unadjusted) in active markets for identical assets. As of December 31, 2022, assets held in the Trust Account were held in cash and US Treasury Bills. Net proceeds of the sale of the Units in the Public Offering and the sale of the Private Placement Units were placed in the Trust Account which are only be invested in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations. All of the Company’s investments in US Treasury Bills held in the Trust Account are classified as held-to-maturity securities. Held-to-maturity securities are presented on the balance sheet at amortizable cost at inception and at the end of each subsequent reporting period. Interest earned on the investments during each reporting period is recorded at the end of each reporting period and is reported as interest earned on investments held in Trust Account in the accompanying condensed statements of operations. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheets, primarily due to its short-term nature. Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The Company’s financial instruments are classified as either Level 1, Level 2 or Level 3. These tiers include: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. Common Stock Subject to Possible Redemption The Company accounts for its common stock subject to possible redemption in accordance with the guidance in FASB ASC Topic 480 “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption (if any) is classified as a liability instrument and measured at fair value. Conditionally redeemable common stock (including shares of common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s Common stock will feature certain redemption rights that are considered to be outside of the Company’s control and will be subject to the occurrence of uncertain future events. Accordingly, common stock subject to possible redemption will be presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheets. 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 Topic 815, “Derivatives and Hedging”. Derivative instruments are initially recorded at fair value on the grant date and re-valued at each reporting date, with changes in the fair value reported in the statements of operations. Derivative assets and liabilities are classified in the balance sheets as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. Income Taxes The Company accounts for income taxes under ASC 740, “Income Taxes.” ASC 740, Income Taxes, requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the unaudited condensed financial statements and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. As of September 30, 2023 and December 31, 2022, the Company’s deferred tax asset had a full valuation allowance recorded against it. While ASC 740 identifies usage of an effective annual tax rate for purposes of an interim provision, it does allow for estimating individual elements in the current period if they are significant, unusual or infrequent. Computing the effective tax rate for the Company is complicated due to the potential impact of the timing of any Business Combination expenses and the actual interest income that will be recognized during the year. The Company has taken a position as to the calculation of income tax expense in a current period based on ASC 740-270-25-3 which states, “If an entity is unable to estimate a part of its ordinary income (or loss) or the related tax (benefit) but is otherwise able to make a reasonable estimate, the tax (or benefit) applicable to the item that cannot be estimated shall be reported in the interim period in which the item is reported.” The Company believes its calculation to be a reliable estimate and allows it to properly take into account the usual elements that can impact its annualized book income and its impact on the effective tax rate. As such, the Company is computing its taxable loss and associated income tax provision based on actual results through September 30, 2023. The Company’s effective tax rate was (5)% and 36 % for the three months ended September 30, 2023 and 2022, respectively, and (40)% and 651% for the nine months ended September 30, 2023 and 2022, respectively. The effective tax rate differs from the statutory tax rate of 21 % for the three and nine months ended September 30, 2023 and 2022, due to the valuation allowance on the deferred tax assets. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of September 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 has identified the United States as its only “major” tax jurisdiction. The Company is subject to income taxation by major taxing authorities since inception. These examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. Warrants The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in FASB ASC 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own common stock and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all of the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. The Company accounts for its outstanding warrants as equity-classified instruments. Net (Loss) Income Per Common Stock The Company complies with the accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” Net (loss) income per common stock is computed by dividing net (loss) income by the weighted average number of shares of common stock outstanding during the period. At September 30, 2023 and 2022, the Company did not have any dilutive securities and 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 loss per common stock is the same as basic (loss) income per common stock for the period presented. The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net (loss) income per share for each component of common stock for the three and nine months ended September 30, 2023 and 2022: For the Three Months Ended September 30, For the Nine Months Ended September 30, 2023 2022 2023 2022 Redeemable Non-redeemable Redeemable Non-redeemable Redeemable Non-redeemable Redeemable Non-redeemable Basic and diluted net (loss) income per common stock: Numerator: Allocation of net (loss) income $ (647,566) $ (281,188) $ 140,679 $ 43,427 $ (964,134) $ (418,650) $ (101,639) $ (31,375) Denominator: Basic and diluted weighted-average shares outstanding 8,175,512 3,550,000 11,500,000 3,550,000 8,175,512 3,550,000 11,500,000 3,550,000 Basic and diluted net (loss) income per share $ (0.08) $ (0.08) $ 0.01 $ 0.01 $ (0.12) $ (0.12) $ (0.01) $ (0.01) 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. At September 30, 2023 and December 31, 2022, the Company had not experienced losses on this account. Recent Accounting Pronouncements Management does not believe that any other recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s unaudited condensed financial statements. | Note 2 — Significant Accounting Policies Basis of Presentation The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section2(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 Section404 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 approval of any golden parachute payments not previously approved. Further, Section102(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 financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of financial statements in conformity with US 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 financial statements and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgement. 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, actual results could differ from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2022 and 2021 other than those in the Trust Account. Cash and Securities Held in Trust Account As of December 31, 2022 and 2021, the company had $118,742,928 and $117,310,928, respectively, in cash and securities held in the trust account which were invested in US Treasury bills. Net proceeds of the sale of the Units in the Public Offering and the sale of the Private Placement Units were placed in the Trust Account which will only be invested in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations. All of the Company’s investments held in the trust account are classified as held-to-maturity securities. Held-to-maturity securities are presented on the balance sheet at amortizable cost at inception and at the end of each subsequent reporting period. Interest earned on the investments during each reporting period is recorded at the end of each reporting period and is reported as interest income in the accompanying statements of operations. Offering Costs The Company complies with the requirements of the ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A — “Expenses of Offering”. Offering costs consist of underwriting, legal, accounting and other expenses incurred through the balance sheet date that are directly related to the IPO. Offering costs are allocated to the separable financial instruments to be issued in the IPO based on a relative fair value basis, compared to total proceeds received. Offering costs directly attributable to the issuance of an equity contract to be classified in equity are recorded as a reduction of equity. Offering costs for equity contracts that are classified as assets and liabilities are expensed immediately. Upon closing of the IPO on October 21, 2021, offering costs associated with the common stock and the warrants were charged to temporary equity. Transaction costs amounted to $2,822,937, consisting of $2,300,000 of underwriting commissions and $522,937 of other offering costs. $2,686,076 was all charged to temporary equity and $136,861 was charged to additional paid-in capital. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheets, primarily due to its short-term nature. Common Stock Subject to Possible Redemption The Company accounts for its common stock subject to possible redemption in accordance with the guidance in FASB ASC Topic 480 “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption (if any) is classified as a liability instrument and measured at fair value. Conditionally redeemable common stock (including shares of common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s Common stock will feature certain redemption rights that are considered to be outside of the Company’s control and will be subject to the occurrence of uncertain future events. Accordingly, common stock subject to possible redemption will be presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheets. 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 Topic 815, “Derivatives and Hedging”. Derivative instruments are initially recorded at fair value on the grant date and re-valued at each reporting date, with changes in the fair value reported in the statements of operations. Derivative assets and liabilities are classified in the balance sheets as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. Income Taxes The Company accounts for income taxes under FASB ASC 740, “Income Taxes” (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statement and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no 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 has identified the United States as its only “major” tax jurisdiction. The Company is subject to income tax examinations by major taxing authorities since inception. These examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. Warrants The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in FASB ASC 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own common stock and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all of the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. The Company accounts for its outstanding warrants as equity-classified instruments. Net Income (Loss) Per Common Stock The Company complies with the accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” Net income (loss) per common stock is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. At December 31, 2022 and 2021, the Company did not have any dilutive securities and 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 income (loss) per common stock is the same as basic income (loss) per common stock for the period presented. The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net income (loss) per share for each component of common stock for the year ended December 31, 2022 and for the period from May 14, 2021 (inception) through December 31, 2021: For the period from May 14, 2021 For the Year Ended (inception) through December 31, December 31, 2022 2021 Non- Non- Redeemable redeemable Redeemable redeemable Basic and diluted net income (loss) per common stock: Numerator: Allocation of net income (loss) $ 28,166 $ 8,695 $ (239,923) $ (174,031) Denominator: Basic and diluted weighted-average shares outstanding 11,500,000 3,550,000 3,568,966 2,588,793 Basic and diluted net income (loss) per share $ 0.00 $ 0.00 $ (0.07) $ (0.07) 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. At December 31, 2022 and 2021, the Company had not experienced losses on this account. Recent Accounting Pronouncements In August 2020, the FASB issued ASU No. 2020-06, Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”), which simplifies the accounting for convertible instruments. The guidance removes certain accounting models that separate the embedded conversion features from the host contract for convertible instruments. ASU 2020-06 allows for a modified or full retrospective method of transition. For smaller reporting companies, this update is effective for fiscal years beginning after December 15, 2023, and interim periods within those fiscal years. Early adoption is permitted. We are currently evaluating the impact this change will have on our financial statements. Management does not believe that any other recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. |
Initial Public Offering
Initial Public Offering | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Initial Public Offering | ||
Initial Public Offering | Note 3 — Initial Public Offering On October 21, 2021, the Company sold 11,500,000 Units, including the full exercise of the underwriters’ over-allotment option to purchase 1,500,000 units, at a purchase price of $ 10.00 per Unit. Each unit consists of one share of common stock, an aggregate of 11,500,000 shares, and three-quarters of one warrant (“public warrants”), an aggregate of 8,625,000 public warrants. Each whole public warrant entitles the holder to purchase one share of common stock at an exercise price of $ 11.50 per whole share, subject to adjustment (see Note 7). All of the 11,500,000 common stock sold as part of the Units in the IPO 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 certificate of incorporation. In accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity” and with the SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, redemption provisions not solely within the control of the Company require common stock subject to redemption to be classified outside of permanent equity. The common stock is subject to SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99. If it is probable that the equity instrument will become redeemable, the Company has the option to either accrete changes in the redemption value over the period from the date of issuance (or from the date that it becomes probable that the instrument will become redeemable, if later) to the earliest redemption date of the instrument or to recognize changes in the redemption value immediately as they occur and adjust the carrying amount of the instrument to equal the redemption value at the end of each reporting period. The Company recognizes changes in redemption value immediately as they occur. Immediately upon the closing of the IPO, the Company recognized the accretion from initial book value to redemption amount value. The change in the carrying value of redeemable common stock resulted in charges against additional paid-in capital and accumulated deficit. As of September 30, 2023 and December 31, 2022, the common stock reflected on the balance sheets are reconciled in the following table: Common stock of shares subject to possible redemption at December 31, 2021 $ 117,300,000 Plus: Remeasurement of carrying value to redemption value 1,154,587 Common stock of shares subject to possible redemption at December 31, 2022 118,454,587 Less: Redemption (102,897,540) Plus: Extension funding 490,484 Remeasurement of carrying value to redemption value 1,489,626 Common stock of shares subject to possible redemption at September 30, 2023 $ 17,537,157 | Note 3 — Initial Public Offering On October 21, 2021, the Company sold 11,500,000 Units, including the full exercise of the underwriters’ over-allotment option to purchase 1,500,000 units, at a purchase price of $10.00 per Unit. Each unit consists of one share of common stock, an aggregate of 11,500,000 shares, and three-quarters of one All of the 11,500,000 common stock sold as part of the Units in the IPO 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 certificate of incorporation. In accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity” and with the SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, redemption provisions not solely within the control of the Company require common stock subject to redemption to be classified outside of permanent equity. The common stock is subject to SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99. If it is probable that the equity instrument will become redeemable, the Company has the option to either accrete changes in the redemption value over the period from the date of issuance (or from the date that it becomes probable that the instrument will become redeemable, if later) to the earliest redemption date of the instrument or to recognize changes in the redemption value immediately as they occur and adjust the carrying amount of the instrument to equal the redemption value at the end of each reporting period. The Company recognizes changes in redemption value immediately as they occur. Immediately upon the closing of the IPO, the Company recognized the accretion from initial book value to redemption amount value. The change in the carrying value of redeemable common stock resulted in charges against additional paid-in capital and accumulated deficit. As of December 31, 2022 and 2021, the common stock reflected on the balance sheets are reconciled in the following table: Gross proceeds $ 115,000,000 Less: Proceeds allocated to Public Warrants (5,518,451) Redeemable common stock issuance costs (2,686,076) Plus: Remeasurement of carrying value to redemption value 10,504,527 Common stock of shares subject to possible redemption at December 31, 2021 $ 117,300,000 Plus: Remeasurement of carrying value to redemption value 1,154,587 Common stock of shares subject to possible redemption at December 31, 2022 $ 118,454,587 |
Private Placement
Private Placement | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Private Placement | ||
Private Placement | Note 4 — Private Placement Simultaneously with the closing of the IPO, the Company’s Sponsor, and the representative of the underwriters and/or certain of their designees or affiliates (collectively, the “initial stockholders”) purchased an aggregate of 675,000 Private Placement Units at a price of $10.00 per unit in a private placement, for an aggregate purchase price of $6,750,000 , in a private placement. Each unit consists of one share of common stock, an aggregate of 675,000 shares, and three-quarters of one warrant (“private warrants”), an aggregate of 506,250 private warrants. Private Placement Units are identical to the units sold in the IPO, except that the Private Placement Units (including the private warrants or private shares issuable upon exercise of such warrants) will not be transferable, assignable or saleable until 30 days after the Business Combination. The initial stockholders have agreed not to transfer, assign or sell any of the Private Placement Units and underlying common stock until after the completion of the initial Business Combination. Additionally, the initial stockholders have agreed to (i) waive their redemption rights with respect to their private shares in connection with the completion of the initial Business Combination, (ii) waive their redemption rights with respect to their private shares in connection with a stockholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation (A) to modify the substance or timing of the Company’s obligation to redeem 100% of the public shares if the Company does not complete the initial Business Combination within the Combination Period or (B) with respect to any other provision relating to stockholders’ rights or pre-initial Business Combination activity and (iii) waive their rights to liquidating distributions from the Trust Account with respect to their private shares if the company fail to complete the initial Business Combination within the Combination Period. | Note 4 — Private Placement Simultaneously with the closing of the IPO, the Company’s Sponsor, and the representative of the underwriters and/or certain of their designees or affiliates (collectively, the “initial stockholders”) purchased an aggregate of 675,000 Private Placement Units at a price of $10.00 per unit in a private placement, for an aggregate purchase price of $6,750,000, in a private placement. Each unit consists of one share of common stock, an aggregate of 675,000 shares, and three-quarters of one warrant (“private warrants”), an aggregate of 506,250 private warrants. Private Placement Units are identical to the units sold in the IPO, except that the Private Placement Units (including the private warrants or private shares issuable upon exercise of such warrants) will not be transferable, assignable or saleable until 30 days after the Business Combination. The initial stockholders have agreed not to transfer, assign or sell any of the Private Placement Units and underlying common stock until after the completion of the initial Business Combination. Additionally, the initial stockholders have agreed to (i) waive their redemption rights with respect to their private shares in connection with the completion of the initial Business Combination, (ii) waive their redemption rights with respect to their private shares in connection with a stockholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation (A) to modify the substance or timing of the Company’s obligation to redeem 100% of the public shares if the Company does not complete the initial Business Combination within the Combination Period or (B) with respect to any other provision relating to stockholders’ rights or pre-initial Business Combination activity and (iii) waive their rights to liquidating distributions from the Trust Account with respect to their private shares if the company fail to complete the initial Business Combination within the Combination Period. |
Related Party Transactions
Related Party Transactions | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Related Party Transactions | ||
Related Party Transactions | Note 5 — Related Party Transactions Founder Shares In June 2021, the initial stockholders paid $25,000 in exchange for 2,875,000 shares of common stock (the “Founder Shares”). The number of Founder Shares outstanding was determined based on the expectation that the total size of the IPO would be a maximum of 11,500,000 Units if the underwriter’s over-allotment option is exercised in full, and therefore that such Founder Shares would represent 20% of the outstanding shares after the IPO. The initial stockholders have agreed not to transfer, assign or sell (i) any of the Founder Shares until nine months after the date of the consummation of the initial Business Combination or earlier if, subsequent to the initial Business Combination, the Company consummates a subsequent liquidation, merger, stock exchange or other similar transaction which results in all of the stockholders having the right to exchange their common stock for cash, securities or other property or (ii) any of the Private Placement Units until the completion of the initial Business Combination. The representative’s Private Placement Units are identical to the Units sold in the IPO except that they may not (including the common stock issuable upon exercise of these warrants), subject to certain limited exceptions, be transferred, assigned or sold by the holders until after the completion of the initial Business Combination. Additionally, for so long as the warrants underlying the Private Placement Units are held by the representative and its designees, they will not be exercisable more than five years from the commencement date of sales in the IPO in accordance with FINRA Rule 5110(g)(8)(A). Promissory Note — Related Party, pre-IPO The Sponsor agreed to loan the Company up to $ 400,000 to be used for a portion of the expenses of the IPO. These loans were non-interest bearing, unsecured and due at the earlier of February 28, 2022 or the closing of the IPO. As of September 30, 2023 and December 31, 2022, no amounts were outstanding under the unsecured promissory note. Promissory Notes In April and May 2023, the Company secured operational working capital of up to $1,000,000 (“Promissory Notes”) through investors within the Sponsor and other third parties. The Promissory Notes are not interest bearing, and as an incentive for the Promissory Notes provided, the investors were given an aggregate of 165,598 Founder Shares. The fair value of the Promissory Notes was recognized as a decrease in the principal value of the Promissory Notes at the date of issuance and a component of shareholders equity. The principal value of the Promissory Notes will accrete over time to the original issuance value over the life of the Promissory Notes. The principal balance of the Promissory Notes shall be payable upon consummation of an initial Business Combination; provided that the Company shall have the right to extend the Repayment Date for up to 12 months thereafter in the event that the minimum cash transaction proceeds (as described in the definitive agreement with respect to such Business Combination) are not met, or would not be met but for such extension. The principal balance may be prepaid at any time. At September 30, 2023, the Company had received $981,460 in proceeds related to the Promissory Notes and since the issuance of the Promissory Notes, $1,616,132 has been recognized in the statement of operations as accrued interest. The investors have no right to redemption on the transferred shares. In September 2023 the Company borrowed an aggregate of $ 181,819 from a related party (“September Borrowings”) and reported the amount due on the condensed balance sheet within due to related party. As of September 30, 2023, terms of the September Borrowings were not finalized, however, in November 2023 the notes were finalized to be non-interest bearing and due upon consummation of the Business Combination (see Note 9). Working Capital Loans In order to finance transaction costs in connection with an intended initial Business Combination, the initial stockholders, officers and directors and their affiliates may, but are not obligated to, loan the Company funds as may be required (the “Working Capital Loans”). The Working Capital Loans would be evidenced by promissory notes. In the event that the Company is unable to consummate an initial Business Combination, the Company may use a portion of the offering proceeds held outside the Trust Account to repay such loaned amounts but no proceeds from the Trust Account would be used for such repayment. If the Company consummates an initial Business Combination, the notes would either be paid upon consummation of the initial Business Combination, without interest, or, at the lender’s discretion, up to $ 1,000,000 of the notes may be converted upon consummation of the Business Combination into additional Private Placement Units at a price of $ 10.00 per unit (which, for example, would result in the holders being issued 100,000 units if the full amount of notes are issued and converted). At September 30, 2023 and December 31, 2022, no such Working Capital Loans were outstanding. Administrative Service Fee The Company entered into an administrative services agreement on October 18, 2021, pursuant to which the Company will pay the Sponsor a total of $ 10,000 per month for office space, utilities, secretarial support and other administrative and consulting services. Upon completion of the Company’s initial Business Combination or its liquidation, the Company will cease paying these monthly fees. At September 30, 2023 and December 31, 2022, the Company had accrued $ 81,356 and $ 21,356 , respectively, of administrative service fees. For three and nine months ended September 30, 2023 and 2022, the Company incurred $ 30,000 and $ 90,000 of administrative service fees expense, respectively. Included in the Administrative Service Fee paid to the Sponsor is $ 100,000 the Sponsor pays to Lawson Gow, the Company’s Chief Strategy Officer, in connection with services related to identifying and consummating the initial Business Combination. Related Party Investments In December 2022, the Chief Executive Officer of the Company, and a director of the Company, loaned a total of $ 600,000 to Infrared Cameras Holdings, Inc. (“the Borrower”) bearing interest at 10 % per annum increasing to 12 % per annum on February 15, 2023 . Interest is due upon the Maturity Date, which is six months from the effective dates of the notes. The unpaid principal balance of these notes and accrued and unpaid interest shall be converted into shares of common stock, par value $ 0.01 per share, of Borrower at the Automatic Conversion Price (“Automatic Conversion”), described below. The automatic conversion date is immediately before the Borrower consummates an initial public offering or consummates a Business Combination resulting in the Borrower’s shares of common stock being publicly traded. The Automatic Conversion Price is approximately 50% less than the publicly traded price if the Borrower consummates an initial public offering, or 50% less than the assigned value per share if the Borrow consummates a Business Combination resulting in the Borrower’s shares of common stock being publicly traded. In April 2023 and May 2023, multiple lenders (“Multiple Lenders”) agreed to loan the Company up to $1,000,000 . The loans are non-interest bearing, unsecured and due at the earlier of the consummation of an initial Business Combination; provided that the Company has the right to extend the repayment date for up to 12 months . These notes are non-convertible into any securities of the Company. In consideration for the loans, the lenders received an aggregate of 165,598 Founder Shares from the Company’s initial shareholders. In April 2023, the holders of the Company’s Founder Shares (“Holders”) have agreed that in order to induce investors to provide PIPE Financing in connection with the Business Combination Agreement or to commit to a non-redemption agreement, each Holder shall transfer and assign to the Company (or such other Affiliate of the Company or any counterparty in any PIPE Financing the Company may designate (each, a “Financing Counterparty”)), for no consideration, up to 500,000 Founder Shares (the “Transferred Shares”). The Company has assigned and transferred an aggregate of 165,598 Transferred Shares to Multiple Lenders. Additionally, the Company shall have the right to cause the Holders to assign and transfer the remaining Transferred Shares in any amount up to an additional 300,000 Transferred Shares, to any Financing Counterparty in a PIPE Financing or non-redemption agreement the Company may enter into prior to the closing of the Business Combination Agreement. | Note 5 — Related Party Transactions Founder Shares In June 2021, the initial stockholders paid $25,000 in exchange for 2,875,000 shares of common stock (the “Founder Shares”). The number of Founder Shares outstanding was determined based on the expectation that the total size of the IPO would be a maximum of 11,500,000 Units if the underwriter’s over-allotment option is exercised in full, and therefore that such Founder Shares would represent 20% of the outstanding shares after the IPO. As of December 31, 2022 and 2021, of the 2,875,000 shares outstanding, none of which were subject to forfeiture due to the full exercise of the over-allotment option by the underwriters upon the consummation of the IPO. The initial stockholders have agreed not to transfer, assign or sell (i) any of the Founder Shares until nine months after the date of the consummation of the initial Business Combination or earlier if, subsequent to the initial Business Combination, the Company consummates a subsequent liquidation, merger, stock exchange or other similar transaction which results in all of the stockholders having the right to exchange their common stock for cash, securities or other property or (ii) any of the Private Placement Units until the completion of the initial Business Combination. The representative’s Private Placement Units are identical to the Units sold in the IPO except that they may not (including the common stock issuable upon exercise of these warrants), subject to certain limited exceptions, be transferred, assigned or sold by the holders until after the completion of the initial Business Combination. Additionally, for so long as the warrants underlying the Private Placement Units are held by the representative and its designees, they will not be exercisable more than five years from the commencement date of sales in the IPO in accordance with FINRA Rule 5110(g)(8)(A). Promissory Note — Related Party The Sponsor agreed to loan the Company up to $400,000 to be used for a portion of the expenses of the IPO. These loans were non-interest bearing, unsecured and due at the earlier of February 28, 2022 or the closing of the IPO. At December 31, 2021, the outstanding balance under the promissory note of $323,190 had been paid in full and the unsecured promissory note is no longer available to the Company. As of December 31, 2022 and 2021, no amounts were outstanding under the unsecured promissory note. Working Capital Loans In order to finance transaction costs in connection with an intended initial Business Combination, the initial stockholders, officers and directors and their affiliates may, but are not obligated to, loan the Company funds as may be required (the “Working Capital Loans”). The Working Capital Loans would be evidenced by promissory notes. In the event that the Company is unable to consummate an initial Business Combination, the Company may use a portion of the offering proceeds held outside the Trust Account to repay such loaned amounts but no proceeds from the Trust Account would be used for such repayment. If the Company consummates an initial Business Combination, the notes would either be paid upon consummation of the initial Business Combination, without interest, or, at the lender’s discretion, up to $1,000,000 of the notes may be converted upon consummation of the Business Combination into additional Private Placement Units at a price of $10.00 per unit (which, for example, would result in the holders being issued 100,000 units if the full amount of notes are issued and converted). At December 31, 2022 and 2021, no such Working Capital Loans were outstanding. Administrative Service Fee The Company entered into an administrative services agreement on October 18, 2021, pursuant to which the Company will pay the Sponsor a total of $10,000 per month for office space, utilities, secretarial support and other administrative and consulting services. Upon completion of the Company’s initial Business Combination or its liquidation, the Company will cease paying these monthly fees. At December 31, 2022 and 2021, the Company had accrued $21,356 and $24,516, respectively, of administrative service fees. For the year ended December 31, 2022, the Company incurred $120,000 of administrative service fees expense. For the period from May 14, 2021 (inception) through December 31, 2021, the Company incurred $24,516 of administrative service fees expense. Included in the Administrative Service Fee paid to the Sponsor is $100,000 the Sponsor pays to Lawson Gow, the Company’s Chief Strategy Officer, in connection with services related to identifying and consummating the initial Business Combination. Related Party Investments In December 2022, the Chief Executive Officer of the Company, and a director of the Company, loaned a total of $600,000 to Infrared Cameras Holdings, Inc. (“the Borrower”) bearing interest at 10% per annum increasing to 12% per annum on February 15, 2023. Interest is due upon the Maturity Date, which is six months from the effective dates of the notes. The unpaid principal balance of these notes and accrued and unpaid interest shall be converted into shares of common stock, par value $0.01 per share, of Borrower at the Automatic Conversion Price (“Automatic Conversion”), described below. The automatic conversion date is immediately before the Borrower consummates an initial public offering or consummates a business combination resulting in the Borrower’s shares of common stock being publicly traded. The Automatic Conversion Price is approximately 50% less than the publicly traded price if the Borrower consummates an initial public offering, or 50% less than the assigned value per share if the Borrow consummates a business combination resulting in the Borrower’s shares of common stock being publicly traded. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Commitments and Contingencies. | ||
Commitments and Contingencies | Note 6 — Commitments and Contingencies Registration Rights The initial stockholders and their permitted transferees can demand that the Company registers the founder shares, the Private Placement Units and the underlying private shares and private warrants, and the units issuable upon conversion of Working Capital Loans and the underlying common stock and warrants, pursuant to an agreement to be signed prior to or on the date of the IPO. The holders of such securities are entitled to demand that the Company registers these securities at any time after the Company consummates an initial Business Combination. Notwithstanding anything to the contrary, any holder that is affiliated with an underwriter participating in the IPO may only make a demand on one occasion and only during the five-year period beginning on the commencement date of sales in the IPO. In addition, the holders have certain “piggy-back” registration rights on registration statements filed after the Company’s consummation of a Business Combination; provided that any holder that is affiliated with an underwriter participating in the IPO may participate in a “piggy-back” registration only during the seven-year period beginning on the commencement date of sales in the IPO. Business Combination Marketing Agreement On October 18, 2021, the Company has engaged Roth Capital Partners, LLC, the representative, as an advisor in connection with the Business Combination to assist it in holding meetings with its stockholders to discuss the potential Business Combination and the target business’ attributes, introduce the Company to potential investors that are interested in purchasing its securities in connection with the initial Business Combination, assist the Company in obtaining stockholder approval for the Business Combination and assist the Company with its press releases and public filings in connection with the Business Combination. The Company will pay the representative a cash fee for such services upon the consummation of the initial Business Combination in an amount equal to 3.5 % of the gross proceeds of the IPO, or $ 4,025,000 (exclusive of any applicable finders’ fees which might become payable). Additionally, the Company engaged Craig-Hallum Capital Group LLC (“Craig-Hallum”) in February 2022 to act as its placement agent and its merger and acquisition advisor in connection with any offering in respect to a Business Combination with a Target. Craig-Hallum will assist with identifying selecting a potential target company, assisting with the formation of a letter of intent (“LOI”), evaluating proposals for potential Business Combination, assisting in structuring the formation of a potential Business Combination, identifying and selecting investors and other activities related to a potential Business Combination. In the event an offering of securities in connection with a Business Combination with a Target or any other evidence of commitment with a Business Combination with a Target, the Company will pay Craig-Hallum a cash fee of 6.0 % of the gross proceeds raised and only if Craig-Hallum is the source of introduction to the specific transaction. Additionally, if the Company completes a Business Combination with a target during the term of the contract with Craig Hallum, Craig-Hallum will be owed an M&A Advisory Fee in stock equal to the greater of (i) 2.0 % of the aggregate transaction value of the target; and (ii) 250,000 shares of newly issued common stock registered within 90 days of closing of the Business Combination. Roth Capital will be due 50 % of the M&A Advisory Fee in stock, resulting in Craig-Hallum and Roth each receiving 125,000 shares of common stock pursuant to the M&A Advisory Fee. Legal fees In October 2022 the Company has engaged ArentFox Schiff LLP (“AFS”) to assist with various routine and Business Combination related matters. AFS has agreed to perform the foregoing services at a discounted rate, and, subject to final consummation of the Business Combination, the Company will pay an additional amount to AFS equal to the cumulative amount earned by AFS up until the date of the consummation of the Business Combination. To the extent the Business Combination is not completed, the Company will not be required to pay AFS any additional amounts in excess of the discounted rate. For the three and nine months ended September 30, 2023 the Company has incurred $ 95,862 and $ 241,380 , respectively, in legal fees. For the three and nine months ended September 30, 2022 the Company has incurred $10,500 and $31,500 , respectively, in legal fees. At September 30, 2023 and December 31, 2022, $ 132,101 and $ 223,748 was unpaid. Earnout Shares Pursuant to the Business Combination Agreement, SportsMap will reserve for issuance 2,400,000 shares of SportsMap common stock (the “Earnout Shares”). The Earnout Shares will be issued pro rata to the holders of ICI common stock if either (a) during the period beginning six months after the closing of the Business Combination and ending on December 31, 2024, the common stock of the post-closing public company (“PubCo”) achieves a market price of $ 12.50 per share for a specified number of days, or the combined company consummates a transaction in which its stockholders have the right to receive consideration implying a value of at least $ 12.50 per share, or (b) PubCo achieves revenue of $ 68.5 million during the fiscal year ending December 31, 2024, subject to certain limitations set forth in the Business Combination Agreement. Excise Tax In connection with the Meeting on April 14, 2023, stockholders holding 9,865,056 of the Company’s Public Shares exercised their right to redeem such shares for a pro rata portion of the funds in the Trust Account for an aggregate amount of $102,897,540 . As such the Company has recorded a 1% excise tax liability of $1,028,975 on the condensed balance sheet as of September 30, 2023. The liability does not impact the condensed statements of operations and is offset against additional paid-in capital or accumulated deficit if additional paid-in capital is not available. | Note 6 — Commitments and Contingencies Registration Rights The initial stockholders and their permitted transferees can demand that the Company registers the founder shares, the Private Placement Units and the underlying private shares and private warrants, and the units issuable upon conversion of Working Capital Loans and the underlying common stock and warrants, pursuant to an agreement to be signed prior to or on the date of the IPO. The holders of such securities are entitled to demand that the Company registers these securities at any time after the Company consummates an initial Business Combination. Notwithstanding anything to the contrary, any holder that is affiliated with an underwriter participating in the IPO may only make a demand on one occasion and only during the five-year period beginning on the commencement date of sales in the IPO. In addition, the holders have certain “piggy-back” registration rights on registration statements filed after the Company’s consummation of a Business Combination; provided that any holder that is affiliated with an underwriter participating in the IPO may participate in a “piggy-back” registration only during the seven-year period beginning on the commencement date of sales in the IPO. Underwriting Agreement Upon closing the IPO on October 21, 2021, the Company paid a cash underwriting discount of 2.0% per Unit, or $2,300,000. Business Combination Marketing Agreement On October 18, 2021, the Company has engaged Roth Capital Partners, LLC, the representative, as an advisor in connection with the Business Combination to assist it in holding meetings with its stockholders to discuss the potential Business Combination and the target business’ attributes, introduce the Company to potential investors that are interested in purchasing its securities in connection with the initial Business Combination, assist the Company in obtaining stockholder approval for the Business Combination and assist the Company with its press releases and public filings in connection with the Business Combination. The Company will pay the representative a cash fee for such services upon the consummation of the initial Business Combination in an amount equal to 3.5% of the gross proceeds of the IPO, or $4,025,000 (exclusive of any applicable finders’ fees which might become payable). Additionally, the Company engaged Craig-Hallum Capital Group LLC (“Craig-Hallum”) in February 2022 to act as its placement agent and its merger and acquisition advisor in connection with any offering in respect to a Business Combination with a Target. Craig-Hallum will assist with identifying selecting a potential target company, assisting with the formation of a letter of intent (“LOI”), evaluating proposals for potential business combination, assisting in structuring the formation of a potential business combination, identifying and selecting investors and other activities related to a potential business combination. In the event an offering of securities in connection with a Business Combination with a Target or any other evidence of commitment with a Business Combination with a Target, the Company will pay Craig-Hallum a cash fee of 6.0% of the gross proceeds raised and only if Craig-Hallum is the source of introduction to the specific transaction. Additionally, if the Company completes a Business Combination with a target during the term of the contract with Craig Hallum, Craig-Hallum will be owed an M&A Advisory Fee in stock equal to the greater of (i) 2.0% of the aggregate transaction value of the target; and (ii) 250,000 shares of newley issued common stock registered within 90 days of closing of the Business Combination. Roth Capital will be due 50% of the M&A Advisory Fee in stock, resulting in Craig-Hallum and Roth each receiving 125,000 shares of common stock pursuant to the M&A Advisory Fee. Legal fees In October 2022 the Company has engaged ArentFox Schiff LLP (“AFS”) to assist with various routine and business combination related matters. AFS has agreed to perform the foregoing services at a discounted rate, and, subject to final consummation of the Business Combination, the Company will pay an additional amount to AFS equal to the cumulative amount earned by AFS up until the date of the consummation of the Business Combination. To the extent the Business Combination is not completed, the Company will not be required to pay AFS any additional amounts in excess of the discounted rate. For the year ended December 31, 2022 and 2021 the Company has incurred $297,453 and $3,500, respectively, in legal fees. At December 31, 2022 and 2021, $223,748 and $3,500 was unpaid. Earnout Shares Pursuant to the Business Combination Agreement, SportsMap will reserve for issuance 2,400,000 shares of SportsMap common stock (the “Earnout Shares”). The Earnout Shares will be issued pro rata to the holders of ICI common stock if either (a) during the period beginning six months after the closing of the Business Combination and ending on December 31, 2024, the common stock of the post-closing public company (“PubCo”) achieves a market price of $12.50 per share for a specified number of days, or the combined company consummates a transaction in which its stockholders have the right to receive consideration implying a value of at least $12.50 per share, or (b) PubCo achieves revenue of $68.5 million during the fiscal year ending December 31, 2024, subject to certain limitations set forth in the Business Combination Agreement. |
Stockholders' (Deficit) Equity
Stockholders' (Deficit) Equity | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Stockholders' (Deficit) Equity | ||
Stockholders' (Deficit) Equity | Note 7 — Stockholders’ (Deficit) Equity Preferred Stock The Company is authorized to issue 1,000,000 shares of preferred stock with a par value of $0.0001 per share. At September 30, 2023 and December 31, 2022, there were no shares of preferred stock issued or outstanding . Common Stock 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 common stock are entitled to one vote for each common stock. At September 30, 2023 and December 31, 2022, there were 3,550,000 shares of common stock issued and outstanding excluding 1,634,944 and 11,500,000 shares subject to possible redemption, respectively. Warrants As of September 30, 2023 and December 31, 2022, there were 8,625,000 public warrants and 506,250 private warrants outstanding. Each whole warrant entitles the holder to purchase one share of the Company’s common stock at a price of $11.50 per share, subject to adjustment as described herein. If (x) the Company issues additional shares of common stock or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per share (with such issue price or effective issue price to be determined in good faith by the board of directors and, in the case of any such issuance to the Company’s initial stockholders or their affiliates, without taking into account any founders’ shares held by the initial stockholders or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $ 18.00 per share redemption trigger price described below will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price. Each whole warrant entitles the registered holder to purchase one share of the common stock at any time commencing 30 days after the completion of the initial Business Combination and will expire five years after the completion of the initial Business Combination or earlier upon redemption or liquidation. No warrants will be exercisable for cash unless the Company has an effective and current registration statement covering the issuance of the common stock issuable upon exercise of the warrants and a current prospectus relating to such common stock. Notwithstanding the foregoing, if a registration statement covering the issuance of the common stock issuable upon exercise of the warrants is not effective within 60 days following the consummation of the initial Business Combination, warrant holders may, until such time as there is such an effective registration statement and during any period when the Company shall have failed to maintain such an effective registration statement, exercise warrants on a cashless basis pursuant to an available exemption from registration under the Securities Act. If an exemption from registration is not available, holders will not be able to exercise their warrants on a cashless basis. Except as described above, no warrants will be exercisable and the Company will not be obligated to issue common stock unless at the time a holder seeks to exercise such warrant, a prospectus relating to the shares of common stock issuable upon exercise of the warrants is current and the shares of common stock have been registered or qualified or deemed to be exempt under the securities laws of the state of residence of the holder of the warrants. Under the terms of the warrant agreement, the Company has agreed to use its best efforts to meet these conditions and to maintain a current prospectus relating to the common stock issuable upon exercise of the warrants until the expiration of the warrants. However, the Company cannot assure you that the Company will be able to do so and, if the Company does not maintain a current prospectus relating to the common stock issuable upon exercise of the warrants, holders will be unable to exercise their warrants and the Company will not be required to settle any such warrant exercise. If the prospectus relating to the common stock issuable upon the exercise of the warrants is not current or if the common stock is not qualified or exempt from qualification in the jurisdictions in which the holders of the warrants reside, the Company will not be required to net cash settle or cash settle the warrant exercise, the warrants may have no value, the market for the warrants may be limited and the warrants may expire worthless. Redemption of warrants Once the warrants become exercisable, the Company 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 the common stock equals or exceeds $18.00 (as adjusted for share sub-divisions, share dividends, reorganizations and recapitalizations) for any 20 trading days within a 30 trading-day period commencing after the warrants become exercisable and ending three trading days before the Company sends the notice of redemption, and ● if, and only if, there is a current registration statement in effect with respect to the issuance of the 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. If the Company calls the warrants for redemption as described above, the 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 warrants in exchange 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 surrendered warrants, multiplied by the difference between the exercise price of the surrendered warrants and the fair market value by (y) the fair market value. The “fair market value” for this purpose shall mean the average reported last sale price of the common stock for the 10 trading days ending on the trading day prior to the date of exercise. For example, if a holder held 150 warrants and the fair market value on the trading date prior to exercise was $15.00 , that holder would receive 35 shares without the payment of any additional cash consideration. If an exemption from registration is not available, holders will not be able to exercise their warrants on a cashless basis. | Note 7 — Stockholders’ Equity Preferred Stock The Company is authorized to issue 1,000,000 shares of preferred stock with a par value of $0.0001 per share. At December 31, 2022 and 2021, there were no shares of preferred stock issued or outstanding Common Stock 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 common stock are entitled to one vote for each common stock. At December 31, 2022 and 2021, there were 3,550,000 shares of common stock issued and outstanding, none of which were subject to forfeiture due to the full exercise of the over-allotment option by the underwriters upon the consummation of the IPO. Warrants Upon closing of the IPO on October 21, 2021, there were 8,625,000 public warrants and 506,250 private warrants outstanding. Each whole warrant entitles the holder to purchase one share of the Company’s common stock at a price of $11.50 per share, subject to adjustment as described herein. if (x) the Company issues additional shares of common stock or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per share (with such issue price or effective issue price to be determined in good faith by the board of directors and, in the case of any such issuance to the Company’s initial stockholders or their affiliates, without taking into account any founders’ shares held by the initial stockholders or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described below will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price. Each whole warrant entitles the registered holder to purchase one share of the common stock at any time commencing 30 days after the completion of the initial Business Combination and will expire five years after the completion of the initial Business Combination or earlier upon redemption or liquidation. No warrants will be exercisable for cash unless the Company has an effective and current registration statement covering the issuance of the common stock issuable upon exercise of the warrants and a current prospectus relating to such common stock. Notwithstanding the foregoing, if a registration statement covering the issuance of the common stock issuable upon exercise of the warrants is not effective within 60 days following the consummation of the initial Business Combination, warrant holders may, until such time as there is such an effective registration statement and during any period when the Company shall have failed to maintain such an effective registration statement, exercise warrants on a cashless basis pursuant to an available exemption from registration under the Securities Act. If an exemption from registration is not available, holders will not be able to exercise their warrants on a cashless basis. Except as described above, no warrants will be exercisable and the Company will not be obligated to issue common stock unless at the time a holder seeks to exercise such warrant, a prospectus relating to the shares of common stock issuable upon exercise of the warrants is current and the shares of common stock have been registered or qualified or deemed to be exempt under the securities laws of the state of residence of the holder of the warrants. Under the terms of the warrant agreement, the Company has agreed to use its best efforts to meet these conditions and to maintain a current prospectus relating to the common stock issuable upon exercise of the warrants until the expiration of the warrants. However, the Company cannot assure you that the Company will be able to do so and, if the Company does not maintain a current prospectus relating to the common stock issuable upon exercise of the warrants, holders will be unable to exercise their warrants and the Company will not be required to settle any such warrant exercise. If the prospectus relating to the common stock issuable upon the exercise of the warrants is not current or if the common stock is not qualified or exempt from qualification in the jurisdictions in which the holders of the warrants reside, the Company will not be required to net cash settle or cash settle the warrant exercise, the warrants may have no value, the market for the warrants may be limited and the warrants may expire worthless. Redemption of warrants Once the warrants become exercisable, the Company 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 the common stock equals or exceeds $18.00 (as adjusted for share sub-divisions, share dividends, reorganizations and recapitalizations) for any 20 trading days within a 30 trading-day period commencing after the warrants become exercisable and ending three trading days before the Company sends the notice of redemption, and ● if, and only if, there is a current registration statement in effect with respect to the issuance of the 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. If the Company calls the warrants for redemption as described above, the 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 warrants in exchange 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 surrendered warrants, multiplied by the difference between the exercise price of the surrendered warrants and the fair market value by (y) the fair market value. The “fair market value” for this purpose shall mean the average reported last sale price of the common stock for the 10 trading days ending on the trading day prior to the date of exercise. For example, if a holder held 150 warrants and the fair market value on the trading date prior to exercise was $15.00, that holder would receive 35 shares without the payment of any additional cash consideration. If an exemption from registration is not available, holders will not be able to exercise their warrants on a cashless basis. |
Income Tax
Income Tax | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax | |
Income Tax | Note 8 — Income Tax The Company’s net deferred tax assets (liability) at December 31, 2022 and 2021 are as follows: December 31, December 31, 2022 2021 Deferred tax liability Federal net operating loss $ — $ 19,227 Start-up costs 319,359 70,399 Unrealized gains on investments in trust account (72,168) (2,695) Total deferred tax asset 247,191 86,930 Valuation allowance (319,359) (86,930) Deferred tax liability, net of allowance $ (72,168) $ — The income tax provision for the year ended December 31, 2022 and for the period from May 14, 2021 (inception) through December 31, 2021 consists of the following: December 31, December 31, 2022 2021 Federal Current $ 244,544 $ — Deferred (160,261) (86,930) State and Local Current — — Deferred — — Valuation allowance 232,428 86,930 Income tax provision $ 316,711 $ — As of December 31, 2022 and 2021, the Company had $0 and $91,556, respectively, of U.S. federal net operating loss carryovers available to offset future taxable income. The federal net operating loss can be carried forward indefinitely. As of December 31, 2022 and 2021 the Company had did not have any of state net operating loss carryovers available to offset future taxable income. In assessing the realization of the deferred tax assets, management considers whether it is more likely than not that some portion of all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. After consideration of all of the information available, management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance. For the year ended December 31, 2022, the change in the valuation allowance was $232,428. For the period from May 14, 2021 (inception) through December 31, 2021, the change in the valuation allowance was $86,930. A reconciliation of the federal income tax rate to the Company’s effective tax rate at December 31, 2022 and 2021 is as follows: December 31, December 31, 2022 2021 Statutory federal income tax rate 21.0 % 21.0 % Unrealized gains on investments in Trust Account 2.8 % — % Valuation allowance 65.7 % (21.0) % Income tax provision 89.5 % 0.0 % The Company’s effective tax rates for the periods presented differ from the expected (statutory) rates due to permanent book to tax differenced related to change in fair value of warrants and full valuation allowances on deferred tax assets. The Company files income tax returns in the U.S. federal jurisdiction and is subject to examination by the various taxing authorities. The Company’s tax returns for the year ended December 31, 2022 and 2021 remain open and subject to examination. The Company currently owes $83,543 in federal income taxes and 137,115 in Delaware franchise taxes. |
Held-to-Maturity Investments
Held-to-Maturity Investments | 12 Months Ended |
Dec. 31, 2022 | |
Held-to-Maturity Investments | |
Held-to-Maturity Investments | Note 9 — Held-to-Maturity Investments A reconciliation from amortized cost basis to net carrying amount and fair value is provided below for the Company’s held-to-maturity investments: December 31, December 31, 2022 2021 Held-to-maturity investments, amortized cost basis $ 118,433,095 $ 117,299,993 Interest earned on investments 307,051 10,928 Held-to-maturity investments, net carrying amount 118,740,146 117,310,921 Unrealized gain on investments 36,854 1,912 Held-to-maturity investments, fair value $ 118,177,000 $ 117,312,833 There are no indicators of impairment, including other-than-temporary impairments, with respect to the held-to-maturity investments as of December 31, 2022 and 2021. All investments mature within one year of the date of these financial statements; however, they are classified as non-current assets due to contractual restrictions that limit access to the cash and securities held in the Trust Account until the consummation of the Company’s initial Business Combination. |
Subsequent Events
Subsequent Events | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Subsequent Events | ||
Subsequent Events | Note 9 — Subsequent Events The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the unaudited condensed financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the unaudited condensed financial statements. In November 2023, the Company finalized the terms of the September Borrowings and issued additional notes to related parties (“November Notes”). The November Notes were for an aggregate of $ 600,000 . The November Notes are not interest bearing, and as an incentive for the November Notes, the investors were given an aggregate of 60,000 Founder Shares. The fair value of the November Notes will be recognized as a decrease in the principal value of the November Notes at the date of issuance and a component of shareholders equity. The principal value of the November Notes will accrete over time to the original issuance value over the life of the November Notes. The principal balance of the November Notes shall be payable upon consummation of an initial Business Combination. On October 20, 2023, the Company deposited $81,747 in the Trust Account extending the Extension date to December 20, 2023. | Note 10 — Subsequent Events The Company 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, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statemen ts. |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Significant Accounting Policies | ||
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed financial statements of the Company are presented in conformity with accounting principles generally accepted in the United States of America (“US GAAP”) and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”). Accordingly, they do not include all of the information and footnotes required by GAAP. In the opinion of management, the unaudited condensed financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the periods presented. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2022 as filed with the SEC on March 31, 2023, which contains the audited financial statements and notes thereto. The interim results for the three and nine months ended September 30, 2023 are not necessarily indicative of the results to be expected for the year ending December 31, 2023 or for any future interim periods. | Basis of Presentation The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. |
Emerging Growth Company Status | Emerging Growth Company Status 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 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 unaudited condensed financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. | Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section2(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 Section404 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 approval of any golden parachute payments not previously approved. Further, Section102(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 financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. |
Use of Estimates | Use of Estimates The preparation of unaudited condensed financial statements in conformity with US 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 unaudited condensed financial statements and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgement. 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 unaudited condensed financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, actual results could differ from those estimates. | Use of Estimates The preparation of financial statements in conformity with US 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 financial statements and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgement. 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, actual results could differ from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did no t have any cash equivalents as of September 30, 2023 and December 31, 2022 other than those in the Trust Account. | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2022 and 2021 other than those in the Trust Account. |
Cash and Securities Held in Trust Account | Cash and Securities Held in Trust Account At September 30, 2023, substantially all of the assets held in the Trust Account were held in money market funds which are invested primarily in U.S. Treasury securities. All of the Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of investments held in the Trust Account are included in interest earned on investments held in Trust Account in the accompanying condensed statements of operations. The estimated fair values of investments held in Trust Account are determined using available market information. Fair values of these investments are determined by Level 1 inputs utilizing quoted prices (unadjusted) in active markets for identical assets. As of December 31, 2022, assets held in the Trust Account were held in cash and US Treasury Bills. Net proceeds of the sale of the Units in the Public Offering and the sale of the Private Placement Units were placed in the Trust Account which are only be invested in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations. All of the Company’s investments in US Treasury Bills held in the Trust Account are classified as held-to-maturity securities. Held-to-maturity securities are presented on the balance sheet at amortizable cost at inception and at the end of each subsequent reporting period. Interest earned on the investments during each reporting period is recorded at the end of each reporting period and is reported as interest earned on investments held in Trust Account in the accompanying condensed statements of operations. | Cash and Securities Held in Trust Account As of December 31, 2022 and 2021, the company had $118,742,928 and $117,310,928, respectively, in cash and securities held in the trust account which were invested in US Treasury bills. Net proceeds of the sale of the Units in the Public Offering and the sale of the Private Placement Units were placed in the Trust Account which will only be invested in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations. All of the Company’s investments held in the trust account are classified as held-to-maturity securities. Held-to-maturity securities are presented on the balance sheet at amortizable cost at inception and at the end of each subsequent reporting period. Interest earned on the investments during each reporting period is recorded at the end of each reporting period and is reported as interest income in the accompanying statements of operations. |
Offering Costs | Offering Costs The Company complies with the requirements of the ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A — “Expenses of Offering”. Offering costs consist of underwriting, legal, accounting and other expenses incurred through the balance sheet date that are directly related to the IPO. Offering costs are allocated to the separable financial instruments to be issued in the IPO based on a relative fair value basis, compared to total proceeds received. Offering costs directly attributable to the issuance of an equity contract to be classified in equity are recorded as a reduction of equity. Offering costs for equity contracts that are classified as assets and liabilities are expensed immediately. Upon closing of the IPO on October 21, 2021, offering costs associated with the common stock and the warrants were charged to temporary equity. Transaction costs amounted to $2,822,937, consisting of $2,300,000 of underwriting commissions and $522,937 of other offering costs. $2,686,076 was all charged to temporary equity and $136,861 was charged to additional paid-in capital. | |
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 the FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheets, primarily due to its short-term nature. | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheets, primarily due to its short-term nature. |
Common Stock Subject to Possible Redemption | Common Stock Subject to Possible Redemption The Company accounts for its common stock subject to possible redemption in accordance with the guidance in FASB ASC Topic 480 “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption (if any) is classified as a liability instrument and measured at fair value. Conditionally redeemable common stock (including shares of common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s Common stock will feature certain redemption rights that are considered to be outside of the Company’s control and will be subject to the occurrence of uncertain future events. Accordingly, common stock subject to possible redemption will be presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheets. | Common Stock Subject to Possible Redemption The Company accounts for its common stock subject to possible redemption in accordance with the guidance in FASB ASC Topic 480 “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption (if any) is classified as a liability instrument and measured at fair value. Conditionally redeemable common stock (including shares of common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s Common stock will feature certain redemption rights that are considered to be outside of the Company’s control and will be subject to the occurrence of uncertain future events. Accordingly, common stock subject to possible redemption will be presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheets. |
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 Topic 815, “Derivatives and Hedging”. Derivative instruments are initially recorded at fair value on the grant date and re-valued at each reporting date, with changes in the fair value reported in the statements of operations. Derivative assets and liabilities are classified in the balance sheets as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. | 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 Topic 815, “Derivatives and Hedging”. Derivative instruments are initially recorded at fair value on the grant date and re-valued at each reporting date, with changes in the fair value reported in the statements of operations. Derivative assets and liabilities are classified in the balance sheets as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. |
Income Taxes | Income Taxes The Company accounts for income taxes under ASC 740, “Income Taxes.” ASC 740, Income Taxes, requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the unaudited condensed financial statements and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. As of September 30, 2023 and December 31, 2022, the Company’s deferred tax asset had a full valuation allowance recorded against it. While ASC 740 identifies usage of an effective annual tax rate for purposes of an interim provision, it does allow for estimating individual elements in the current period if they are significant, unusual or infrequent. Computing the effective tax rate for the Company is complicated due to the potential impact of the timing of any Business Combination expenses and the actual interest income that will be recognized during the year. The Company has taken a position as to the calculation of income tax expense in a current period based on ASC 740-270-25-3 which states, “If an entity is unable to estimate a part of its ordinary income (or loss) or the related tax (benefit) but is otherwise able to make a reasonable estimate, the tax (or benefit) applicable to the item that cannot be estimated shall be reported in the interim period in which the item is reported.” The Company believes its calculation to be a reliable estimate and allows it to properly take into account the usual elements that can impact its annualized book income and its impact on the effective tax rate. As such, the Company is computing its taxable loss and associated income tax provision based on actual results through September 30, 2023. The Company’s effective tax rate was (5)% and 36 % for the three months ended September 30, 2023 and 2022, respectively, and (40)% and 651% for the nine months ended September 30, 2023 and 2022, respectively. The effective tax rate differs from the statutory tax rate of 21 % for the three and nine months ended September 30, 2023 and 2022, due to the valuation allowance on the deferred tax assets. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of September 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 has identified the United States as its only “major” tax jurisdiction. The Company is subject to income taxation by major taxing authorities since inception. These examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. | Income Taxes The Company accounts for income taxes under FASB ASC 740, “Income Taxes” (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statement and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no 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 has identified the United States as its only “major” tax jurisdiction. The Company is subject to income tax examinations by major taxing authorities since inception. These examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. |
Warrants | Warrants The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in FASB ASC 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own common stock and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all of the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. The Company accounts for its outstanding warrants as equity-classified instruments. | Warrants The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in FASB ASC 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own common stock and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all of the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. The Company accounts for its outstanding warrants as equity-classified instruments. |
Net (Loss) Income Per Common Stock | Net (Loss) Income Per Common Stock The Company complies with the accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” Net (loss) income per common stock is computed by dividing net (loss) income by the weighted average number of shares of common stock outstanding during the period. At September 30, 2023 and 2022, the Company did not have any dilutive securities and 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 loss per common stock is the same as basic (loss) income per common stock for the period presented. The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net (loss) income per share for each component of common stock for the three and nine months ended September 30, 2023 and 2022: For the Three Months Ended September 30, For the Nine Months Ended September 30, 2023 2022 2023 2022 Redeemable Non-redeemable Redeemable Non-redeemable Redeemable Non-redeemable Redeemable Non-redeemable Basic and diluted net (loss) income per common stock: Numerator: Allocation of net (loss) income $ (647,566) $ (281,188) $ 140,679 $ 43,427 $ (964,134) $ (418,650) $ (101,639) $ (31,375) Denominator: Basic and diluted weighted-average shares outstanding 8,175,512 3,550,000 11,500,000 3,550,000 8,175,512 3,550,000 11,500,000 3,550,000 Basic and diluted net (loss) income per share $ (0.08) $ (0.08) $ 0.01 $ 0.01 $ (0.12) $ (0.12) $ (0.01) $ (0.01) | Net Income (Loss) Per Common Stock The Company complies with the accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” Net income (loss) per common stock is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. At December 31, 2022 and 2021, the Company did not have any dilutive securities and 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 income (loss) per common stock is the same as basic income (loss) per common stock for the period presented. The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net income (loss) per share for each component of common stock for the year ended December 31, 2022 and for the period from May 14, 2021 (inception) through December 31, 2021: For the period from May 14, 2021 For the Year Ended (inception) through December 31, December 31, 2022 2021 Non- Non- Redeemable redeemable Redeemable redeemable Basic and diluted net income (loss) per common stock: Numerator: Allocation of net income (loss) $ 28,166 $ 8,695 $ (239,923) $ (174,031) Denominator: Basic and diluted weighted-average shares outstanding 11,500,000 3,550,000 3,568,966 2,588,793 Basic and diluted net income (loss) per share $ 0.00 $ 0.00 $ (0.07) $ (0.07) |
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. At September 30, 2023 and December 31, 2022, the Company had not experienced losses on this account. | 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. At December 31, 2022 and 2021, the Company had not experienced losses on this account. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Management does not believe that any other recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s unaudited condensed financial statements. | Recent Accounting Pronouncements In August 2020, the FASB issued ASU No. 2020-06, Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”), which simplifies the accounting for convertible instruments. The guidance removes certain accounting models that separate the embedded conversion features from the host contract for convertible instruments. ASU 2020-06 allows for a modified or full retrospective method of transition. For smaller reporting companies, this update is effective for fiscal years beginning after December 15, 2023, and interim periods within those fiscal years. Early adoption is permitted. We are currently evaluating the impact this change will have on our financial statements. Management does not believe that any other recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. |
Significant Accounting polici_3
Significant Accounting policies (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Significant Accounting Policies | ||
Schedule of reconciliation of the numerator and denominator used to compute basic and diluted net (loss) income per share | For the Three Months Ended September 30, For the Nine Months Ended September 30, 2023 2022 2023 2022 Redeemable Non-redeemable Redeemable Non-redeemable Redeemable Non-redeemable Redeemable Non-redeemable Basic and diluted net (loss) income per common stock: Numerator: Allocation of net (loss) income $ (647,566) $ (281,188) $ 140,679 $ 43,427 $ (964,134) $ (418,650) $ (101,639) $ (31,375) Denominator: Basic and diluted weighted-average shares outstanding 8,175,512 3,550,000 11,500,000 3,550,000 8,175,512 3,550,000 11,500,000 3,550,000 Basic and diluted net (loss) income per share $ (0.08) $ (0.08) $ 0.01 $ 0.01 $ (0.12) $ (0.12) $ (0.01) $ (0.01) | For the period from May 14, 2021 For the Year Ended (inception) through December 31, December 31, 2022 2021 Non- Non- Redeemable redeemable Redeemable redeemable Basic and diluted net income (loss) per common stock: Numerator: Allocation of net income (loss) $ 28,166 $ 8,695 $ (239,923) $ (174,031) Denominator: Basic and diluted weighted-average shares outstanding 11,500,000 3,550,000 3,568,966 2,588,793 Basic and diluted net income (loss) per share $ 0.00 $ 0.00 $ (0.07) $ (0.07) |
Initial Public Offering (Tables
Initial Public Offering (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Initial Public Offering | ||
Schedule of common stock reflected on the balance sheets | Common stock of shares subject to possible redemption at December 31, 2021 $ 117,300,000 Plus: Remeasurement of carrying value to redemption value 1,154,587 Common stock of shares subject to possible redemption at December 31, 2022 118,454,587 Less: Redemption (102,897,540) Plus: Extension funding 490,484 Remeasurement of carrying value to redemption value 1,489,626 Common stock of shares subject to possible redemption at September 30, 2023 $ 17,537,157 | As of December 31, 2022 and 2021, the common stock reflected on the balance sheets are reconciled in the following table: Gross proceeds $ 115,000,000 Less: Proceeds allocated to Public Warrants (5,518,451) Redeemable common stock issuance costs (2,686,076) Plus: Remeasurement of carrying value to redemption value 10,504,527 Common stock of shares subject to possible redemption at December 31, 2021 $ 117,300,000 Plus: Remeasurement of carrying value to redemption value 1,154,587 Common stock of shares subject to possible redemption at December 31, 2022 $ 118,454,587 |
Income Tax (Tables)
Income Tax (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax | |
Summary of significant components of the company's deferred tax assets (liability) | The Company’s net deferred tax assets (liability) at December 31, 2022 and 2021 are as follows: December 31, December 31, 2022 2021 Deferred tax liability Federal net operating loss $ — $ 19,227 Start-up costs 319,359 70,399 Unrealized gains on investments in trust account (72,168) (2,695) Total deferred tax asset 247,191 86,930 Valuation allowance (319,359) (86,930) Deferred tax liability, net of allowance $ (72,168) $ — |
Schedule of income tax provision | The income tax provision for the year ended December 31, 2022 and for the period from May 14, 2021 (inception) through December 31, 2021 consists of the following: December 31, December 31, 2022 2021 Federal Current $ 244,544 $ — Deferred (160,261) (86,930) State and Local Current — — Deferred — — Valuation allowance 232,428 86,930 Income tax provision $ 316,711 $ — |
Schedule of reconciliation of federal income tax rate to the company's effective tax rate | A reconciliation of the federal income tax rate to the Company’s effective tax rate at December 31, 2022 and 2021 is as follows: December 31, December 31, 2022 2021 Statutory federal income tax rate 21.0 % 21.0 % Unrealized gains on investments in Trust Account 2.8 % — % Valuation allowance 65.7 % (21.0) % Income tax provision 89.5 % 0.0 % |
Held-to-Maturity Investments (T
Held-to-Maturity Investments (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Held-to-Maturity Investments | ||
Schedule of reconciliation from amortized cost basis to net carrying amount and fair value | December 31, 2022 Held-to-maturity investments, amortized cost basis $ 118,433,095 Interest earned on investments 307,051 Held-to-maturity investments, net carrying amount 118,740,146 Unrealized gain on investments 36,854 Held-to-maturity investments, fair value $ 118,177,000 | December 31, December 31, 2022 2021 Held-to-maturity investments, amortized cost basis $ 118,433,095 $ 117,299,993 Interest earned on investments 307,051 10,928 Held-to-maturity investments, net carrying amount 118,740,146 117,310,921 Unrealized gain on investments 36,854 1,912 Held-to-maturity investments, fair value $ 118,177,000 $ 117,312,833 |
Organization and Business Ope_2
Organization and Business Operations (Details) | 2 Months Ended | 3 Months Ended | 8 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||||
Dec. 20, 2023 | Nov. 20, 2023 USD ($) | Oct. 20, 2023 USD ($) | Apr. 14, 2023 $ / shares shares | Dec. 05, 2022 USD ($) $ / shares shares | Oct. 21, 2021 USD ($) $ / shares shares | Oct. 18, 2021 shares | May 31, 2023 USD ($) | Sep. 30, 2023 USD ($) $ / shares shares | Sep. 30, 2022 USD ($) | Dec. 31, 2021 USD ($) shares | Sep. 30, 2023 USD ($) $ / shares shares | Sep. 30, 2022 USD ($) | Dec. 31, 2022 USD ($) $ / shares shares | Dec. 31, 2021 USD ($) | Dec. 21, 2021 USD ($) | |
Organization and Business Operations | ||||||||||||||||
Purchase price, per unit | $ / shares | $ 10.20 | |||||||||||||||
Condition for future business combination use of proceeds percentage | 80 | 80 | ||||||||||||||
Condition for future business combination threshold percentage ownership | 50 | 50 | ||||||||||||||
Share price | $ / shares | $ 10 | |||||||||||||||
Obligation to redeem public shares if entity does not complete a business combination (as a percent) | 100% | 100% | 100% | |||||||||||||
Redemption of shares calculated based on business days prior to consummation of business combination (in days) | 10 days | |||||||||||||||
Withdrew from trust account to pay taxes | $ 0 | $ 0 | $ 103,515,624 | $ 0 | $ 307,146 | $ 0 | ||||||||||
Market price | $ / shares | $ 12.50 | |||||||||||||||
Business combination revenue | $ 68,500,000 | |||||||||||||||
Cash | 27,900 | $ 931,271 | 27,900 | 222,266 | $ 931,271 | |||||||||||
Working capital deficit | 2,827,292 | 2,827,292 | 124,865 | |||||||||||||
Outstanding balance of related party loans | 981,460 | 981,460 | ||||||||||||||
Share issued value other | $ 100,000,000 | |||||||||||||||
Common stock issued to Sponsors (in shares) | shares | 250,000 | |||||||||||||||
Amount deposited into trust account | $ 117,300,000 | |||||||||||||||
Proceeds from related party debt | 181,819 | |||||||||||||||
Outstanding working capital loans | $ 0 | $ 0 | $ 0 | |||||||||||||
Subsequent event | ||||||||||||||||
Organization and Business Operations | ||||||||||||||||
Amount deposited into trust account | $ 81,747 | |||||||||||||||
Cash deposited into trust account | $ 81,747 | |||||||||||||||
Common Stock | ||||||||||||||||
Organization and Business Operations | ||||||||||||||||
Common stock issued to Sponsors (in shares) | shares | 2,875,000 | |||||||||||||||
Common stock subject to possible redemption | shares | 9,865,056 | |||||||||||||||
Monthly extension | Common Stock | ||||||||||||||||
Organization and Business Operations | ||||||||||||||||
Deposit into trust account price per share | $ / shares | $ 0.05 | |||||||||||||||
Class A Common Stock | ||||||||||||||||
Organization and Business Operations | ||||||||||||||||
Obligation to redeem public shares if entity does not complete a business combination (as a percent) | 100% | |||||||||||||||
Class A Common Stock | Monthly extension | ||||||||||||||||
Organization and Business Operations | ||||||||||||||||
Cash deposited into trust account | $ 490,484 | |||||||||||||||
Earnout shares | ||||||||||||||||
Organization and Business Operations | ||||||||||||||||
Market price | $ / shares | $ 12.50 | $ 12.50 | $ 12.50 | |||||||||||||
Business combination revenue | $ 68,500,000 | $ 68,500,000 | ||||||||||||||
Common stock issued to Sponsors (in shares) | shares | 2,400,000 | 2,400,000 | 2,400,000 | |||||||||||||
Warrants | ||||||||||||||||
Organization and Business Operations | ||||||||||||||||
Share price | $ / shares | $ 9.20 | $ 9.20 | $ 9.20 | |||||||||||||
Private Placement Warrants | ||||||||||||||||
Organization and Business Operations | ||||||||||||||||
Number of shares received by the holder | shares | 675,000 | |||||||||||||||
Initial public offering | ||||||||||||||||
Organization and Business Operations | ||||||||||||||||
Sale of units, net of underwriting discounts (in shares) | shares | 11,500,000 | |||||||||||||||
Purchase price, per unit | $ / shares | $ 10 | |||||||||||||||
Proceeds from issuance initial public offering | $ 115,000,000 | |||||||||||||||
Payments for investment of cash in Trust Account | $ 117,300,000 | |||||||||||||||
Share price | $ / shares | $ 10.20 | |||||||||||||||
Obligation to redeem public shares if entity does not complete a business combination (as a percent) | 100% | 100% | ||||||||||||||
Cash | $ 24,991 | |||||||||||||||
Working capital | $ 1,463,454 | |||||||||||||||
Number of months for completing a initial business combination | 18 months | |||||||||||||||
Underwriting commissions | $ 2,300,000 | $ 2,300,000 | ||||||||||||||
Other offering costs | 522,937 | 522,937 | ||||||||||||||
Allocated to temporary equity | 2,686,076 | 2,686,076 | ||||||||||||||
Allocated to additional paid-in capital | 136,861 | 136,861 | ||||||||||||||
Transaction costs | $ 2,822,937 | $ 2,822,937 | ||||||||||||||
Percentage of redeem | 100% | |||||||||||||||
Common stock subject to possible redemption | shares | 11,500,000 | |||||||||||||||
Initial public offering | Common Stock | ||||||||||||||||
Organization and Business Operations | ||||||||||||||||
Common stock issued to Sponsors (in shares) | shares | 1,634,944 | |||||||||||||||
Redemption of common stock shares remaining outstanding | shares | 5,184,944 | |||||||||||||||
Initial public offering | Monthly extension | Common Stock | ||||||||||||||||
Organization and Business Operations | ||||||||||||||||
Additional months of election | 8 months | |||||||||||||||
Private placement | ||||||||||||||||
Organization and Business Operations | ||||||||||||||||
Number of shares received by the holder | shares | 675,000 | 675,000 | ||||||||||||||
Price of warrant | $ / shares | $ 10 | |||||||||||||||
Proceeds from private placement units | $ 6,750,000 | $ 6,750,000 | ||||||||||||||
Private placement | Private Placement Warrants | ||||||||||||||||
Organization and Business Operations | ||||||||||||||||
Number of shares received by the holder | shares | 675,000 | 506,250 | 506,250 | 506,250 | ||||||||||||
Price of warrant | $ / shares | $ 10 | |||||||||||||||
Proceeds from private placement units | $ 6,750,000 | |||||||||||||||
Over-allotment option | ||||||||||||||||
Organization and Business Operations | ||||||||||||||||
Sale of units, net of underwriting discounts (in shares) | shares | 1,500,000 | |||||||||||||||
Purchase price, per unit | $ / shares | $ 10 | |||||||||||||||
Over-allotment option | Private Placement Warrants | ||||||||||||||||
Organization and Business Operations | ||||||||||||||||
Price of warrant | $ / shares | $ 10 | |||||||||||||||
Sponsor | ||||||||||||||||
Organization and Business Operations | ||||||||||||||||
Proceeds from related party debt | $ 25,000 | $ 25,000 | ||||||||||||||
Working capital | $ 1,000,000 | |||||||||||||||
Sponsor | Private placement | Private Placement Warrants | ||||||||||||||||
Organization and Business Operations | ||||||||||||||||
Proceeds from private placement units | $ 2,150,000 | |||||||||||||||
Promissory note with related party | ||||||||||||||||
Organization and Business Operations | ||||||||||||||||
Maximum borrowing capacity of related party promissory note | $ 400,000 | 400,000 | 400,000 | |||||||||||||
Repayment of promissory note - related party | $ 323,190 | 323,190 | ||||||||||||||
Unsecured Promissory Note with Related Party | ||||||||||||||||
Organization and Business Operations | ||||||||||||||||
Outstanding balance of related party loans | $ 0 |
Significant Accounting Polici_4
Significant Accounting Policies (Details) - USD ($) | 3 Months Ended | 8 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2021 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 21, 2021 | Oct. 21, 2021 | |
Significant Accounting Policies | ||||||||
Cash | $ 0 | $ 0 | $ 0 | $ 0 | ||||
Effective tax rate | (5.00%) | 36% | 0% | (40.00%) | 651% | (89.50%) | ||
Statutory tax rate | 21% | 21% | 21% | 21% | 21% | 21% | ||
Unrecognized tax benefits | $ 0 | $ 0 | $ 0 | $ 0 | ||||
Unrecognized tax benefits accrued for interest and penalties | 0 | 0 | 0 | 0 | ||||
Investment held in trust account | $ 17,709,095 | $ 117,310,928 | $ 17,709,095 | $ 118,742,928 | ||||
Initial public offering | ||||||||
Significant Accounting Policies | ||||||||
Transaction costs | $ 2,822,937 | $ 2,822,937 | ||||||
Underwriting commissions | 2,300,000 | 2,300,000 | ||||||
Other offering costs | 522,937 | 522,937 | ||||||
Allocated to temporary equity | 2,686,076 | 2,686,076 | ||||||
Allocated to additional paid-in capital | $ 136,861 | $ 136,861 |
Significant Accounting Polici_5
Significant Accounting Policies - Net Loss Per Common Stock (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 8 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Jun. 30, 2022 | Dec. 31, 2021 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Common stock, redeemable shares | |||||||
Significant Accounting Policies | |||||||
Allocation of net (loss) income | $ (647,566) | $ 140,679 | $ (239,923) | $ (964,134) | $ (101,639) | $ 28,166 | |
Basic weighted average shares outstanding | 8,175,512 | 11,500,000 | 3,568,966 | 8,175,512 | 11,500,000 | 11,500,000 | |
Diluted weighted average shares outstanding | 8,175,512 | 11,500,000 | 3,568,966 | 8,175,512 | 11,500,000 | 11,500,000 | |
Basic net (loss) income per share | $ (0.08) | $ 0.01 | $ (0.07) | $ (0.12) | $ (0.01) | $ 0 | |
Diluted net (loss) income per share | $ (0.08) | $ 0.01 | $ (0.07) | $ (0.12) | $ (0.01) | $ 0 | |
Common stock, non-redeemable shares | |||||||
Significant Accounting Policies | |||||||
Allocation of net (loss) income | $ (281,188) | $ 43,427 | $ (174,031) | $ (418,650) | $ (31,375) | $ 8,695 | |
Basic weighted average shares outstanding | 3,550,000 | 3,550,000 | 2,588,793 | 3,550,000 | 3,550,000 | 3,550,000 | |
Diluted weighted average shares outstanding | 3,550,000 | 3,550,000 | 3,550,000 | 2,588,793 | 3,550,000 | 3,550,000 | 3,550,000 |
Basic net (loss) income per share | $ (0.08) | $ 0.01 | $ (0.07) | $ (0.12) | $ (0.01) | $ 0 | |
Diluted net (loss) income per share | $ (0.08) | $ 0.01 | $ (0.01) | $ (0.07) | $ (0.12) | $ (0.01) | $ 0 |
Initial Public Offering (Detail
Initial Public Offering (Details) - USD ($) | 8 Months Ended | 9 Months Ended | 12 Months Ended | ||
Oct. 21, 2021 | Dec. 31, 2021 | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 21, 2021 | |
Initial Public Offering | |||||
Purchase price, per unit | $ 10.20 | ||||
Number of shares per warrant | 1 | 1 | |||
Gross proceeds | $ 115,000,000 | ||||
Proceeds allocated to Public Warrants | (5,518,451) | ||||
Redeemable common stock issuance costs | (2,686,076) | ||||
Remeasurement of carrying value to redemption value | 10,504,527 | $ 1,489,626 | $ 1,154,587 | ||
Common stock subject to possible redemption | $ 117,300,000 | $ 17,537,157 | $ 118,454,587 | ||
Initial public offering | |||||
Initial Public Offering | |||||
Number of units sold | 11,500,000 | ||||
Purchase price, per unit | $ 10 | ||||
Number of shares in a unit | 1 | ||||
Number of shares per warrant | 1 | 1 | |||
Exercise price of warrants | $ 11.50 | $ 11.50 | |||
Common stock subject to possible redemption | 11,500,000 | ||||
Initial public offering | Public warrants | |||||
Initial Public Offering | |||||
Number of units sold | 8,625,000 | ||||
Number of shares in a unit | 1 | ||||
Number of warrants in a unit | 0.75 | ||||
Number of shares per warrant | 1 | ||||
Exercise price of warrants | $ 11.50 | ||||
Over-allotment option | |||||
Initial Public Offering | |||||
Number of units sold | 1,500,000 | ||||
Purchase price, per unit | $ 10 |
Private Placement (Details)
Private Placement (Details) | 9 Months Ended | 12 Months Ended | |
Oct. 21, 2021 USD ($) D $ / shares shares | Sep. 30, 2023 shares | Dec. 31, 2022 USD ($) D $ / shares shares | |
Private Placement | |||
Number of shares per warrant | 1 | 1 | |
Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | D | 30 | 30 | |
Obligation to redeem public shares if entity does not complete a business combination (as a percent) | 100% | 100% | 100% |
Private Placement Warrants | |||
Private Placement | |||
Sale of private placement units | 675,000 | ||
Over-allotment option | Private Placement Warrants | |||
Private Placement | |||
Price of warrants | $ / shares | $ 10 | ||
Private placement | |||
Private Placement | |||
Sale of private placement units | 675,000 | 675,000 | |
Price of warrants | $ / shares | $ 10 | ||
Aggregate purchase price | $ | $ 6,750,000 | $ 6,750,000 | |
Number of shares in a unit | 1 | ||
Private placement | Private Placement Warrants | |||
Private Placement | |||
Sale of private placement units | 675,000 | 506,250 | 506,250 |
Price of warrants | $ / shares | $ 10 | ||
Aggregate purchase price | $ | $ 6,750,000 | ||
Number of shares in a unit | 1 | ||
Number of shares per warrant | 0.75 | 1 |
Related Party Transactions - Fo
Related Party Transactions - Founder Shares (Details) | 1 Months Ended | 9 Months Ended | 12 Months Ended | ||
Oct. 21, 2021 shares | Oct. 18, 2021 shares | Jun. 30, 2021 USD ($) shares | Sep. 30, 2023 | Dec. 31, 2022 shares | |
Related Party Transactions | |||||
Common stock issued to Sponsors (in shares) | 250,000 | ||||
Initial public offering | |||||
Related Party Transactions | |||||
Sale of units, net of underwriting discounts (in shares) | 11,500,000 | ||||
Founder shares | Initial public offering | |||||
Related Party Transactions | |||||
Sale of units, net of underwriting discounts (in shares) | 11,500,000 | ||||
Percentage of outstanding shares after IPO | 20 | ||||
Founder shares | Sponsor | Class B common stock | |||||
Related Party Transactions | |||||
Aggregate purchase price | $ | $ 25,000 | ||||
Common stock issued to Sponsors (in shares) | 2,875,000 | ||||
Aggregate number of shares owned | 2,875,000 | ||||
Restricted period to transfer, assign or sell | 9 months | 9 months | |||
Warrants exercisable term | 5 years | 5 years |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) - USD ($) | 2 Months Ended | 3 Months Ended | 8 Months Ended | 9 Months Ended | 12 Months Ended | |||||||
Dec. 31, 2021 | Oct. 18, 2021 | May 31, 2023 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2021 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Apr. 30, 2023 | Oct. 21, 2021 | |
Related Party Transactions | ||||||||||||
Outstanding balance of related party loans | $ 981,460 | $ 981,460 | ||||||||||
Proceeds from issuance of promissory note | 981,460 | |||||||||||
Proceeds from related party debt | 181,819 | |||||||||||
Debt instrument, maturity date | Feb. 15, 2023 | |||||||||||
Chief Executive Officer | ||||||||||||
Related Party Transactions | ||||||||||||
Debt instrument, face amount | $ 600,000 | |||||||||||
Debt instrument, interest rate during period | 10% | |||||||||||
Debt instrument, maturity date | Feb. 15, 2023 | |||||||||||
Debt instrument, convertible, conversion price | $ 0.01 | |||||||||||
Chief Executive Officer | Maximum | ||||||||||||
Related Party Transactions | ||||||||||||
Debt instrument, interest rate during period | 12% | |||||||||||
Sponsor | ||||||||||||
Related Party Transactions | ||||||||||||
Working capital | $ 1,000,000 | |||||||||||
Proceeds from related party debt | 25,000 | $ 25,000 | ||||||||||
Business Combination Agreement | ||||||||||||
Related Party Transactions | ||||||||||||
Consideration of sale of stock for business acquisition | $ 0 | |||||||||||
Business Combination Agreement | Maximum | ||||||||||||
Related Party Transactions | ||||||||||||
Founder shares granted | 500,000 | |||||||||||
Promissory note with related party | ||||||||||||
Related Party Transactions | ||||||||||||
Repayment of promissory note - related party | $ 323,190 | |||||||||||
Proceeds from related party debt | 181,819 | |||||||||||
Administrative service fee | $ 24,516 | 120,000 | ||||||||||
Unsecured Promissory Note with Related Party | ||||||||||||
Related Party Transactions | ||||||||||||
Maximum borrowing capacity of related party promissory note | 400,000 | 400,000 | $ 400,000 | |||||||||
Outstanding balance of related party loans | $ 0 | 0 | 0 | 0 | 0 | $ 0 | ||||||
Administrative support agreement | ||||||||||||
Related Party Transactions | ||||||||||||
Expenses per month | $ 10,000 | |||||||||||
Accrued administrative fee expense | 81,356 | 21,356 | $ 24,516 | |||||||||
Administrative service fee | 30,000 | $ 90,000 | 30,000 | $ 90,000 | ||||||||
Administrative support agreement | Lawson Gow | ||||||||||||
Related Party Transactions | ||||||||||||
Administrative service fee paid | $ 100,000 | 100,000 | ||||||||||
Related party loans | ||||||||||||
Related Party Transactions | ||||||||||||
Outstanding balance of related party loans | 0 | 0 | 0 | |||||||||
Loan conversion agreement warrant | $ 1,000,000 | $ 1,000,000 | $ 1,000,000 | |||||||||
Conversion of notes, units issued | 100,000 | 100,000 | ||||||||||
Founder shares granted | $ 1,000,000 | |||||||||||
Related party loans | Working capital loans warrant | ||||||||||||
Related Party Transactions | ||||||||||||
Price of warrant | $ 10 | $ 10 | $ 10 | |||||||||
Promissory Notes | Sponsor | ||||||||||||
Related Party Transactions | ||||||||||||
Working capital | $ 1,000,000 | |||||||||||
Founder shares granted | 165,598 | |||||||||||
Duration of right to extend repayment | 12 months | |||||||||||
Proceeds from issuance of promissory note | $ 981,460 | |||||||||||
Proceeds from issuance of notes | $ 1,616,132 | |||||||||||
Multiple Lenders | ||||||||||||
Related Party Transactions | ||||||||||||
Founder shares granted | 300,000 | |||||||||||
Multiple Lenders | Business Combination Agreement | ||||||||||||
Related Party Transactions | ||||||||||||
Founder shares granted | 165,598 |
Commitments and Contingencies (
Commitments and Contingencies (Details) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||||
Apr. 14, 2023 USD ($) shares | Dec. 05, 2022 USD ($) $ / shares shares | Oct. 21, 2021 USD ($) | Oct. 18, 2021 USD ($) shares | Sep. 30, 2023 USD ($) $ / shares | Sep. 30, 2022 USD ($) | Sep. 30, 2023 USD ($) $ / shares shares | Sep. 30, 2022 USD ($) | Dec. 31, 2022 USD ($) $ / shares shares | Dec. 31, 2021 USD ($) | |
Commitments and Contingencies | ||||||||||
Percentage of gross proceeds from business combination | 6% | |||||||||
Percentage of aggregate transaction on advisory fees | 2% | |||||||||
Common stock issued to Sponsors (in shares) | shares | 250,000 | |||||||||
Percentage of marketing agreement advisory fee | 50% | |||||||||
Legal fees | $ 95,862 | $ 10,500 | $ 241,380 | $ 31,500 | $ 297,453 | $ 3,500 | ||||
Loss contingency unpaid value | 132,101 | $ 223,748 | $ 3,500 | |||||||
Market price | $ / shares | $ 12.50 | |||||||||
Business combination revenue | $ 68,500,000 | |||||||||
Right to redeem public shares exercised | shares | 9,865,056 | |||||||||
Aggregate amount available in trust account | $ 102,897,540 | |||||||||
Excise tax payable | $ 1,028,975 | $ 1,028,975 | ||||||||
Craig-Hallum | ||||||||||
Commitments and Contingencies | ||||||||||
Common stock issued to Sponsors (in shares) | shares | 125,000 | |||||||||
Earnout shares | ||||||||||
Commitments and Contingencies | ||||||||||
Common stock issued to Sponsors (in shares) | shares | 2,400,000 | 2,400,000 | 2,400,000 | |||||||
Market price | $ / shares | $ 12.50 | $ 12.50 | $ 12.50 | |||||||
Business combination revenue | $ 68,500,000 | $ 68,500,000 | ||||||||
Initial public offering | ||||||||||
Commitments and Contingencies | ||||||||||
Underwriting cash discount, Percentage | 2 | |||||||||
Underwriter cash discount | $ 2,300,000 | |||||||||
Cash underwriting fee, percentage | 3.50% | 3.50% | ||||||||
Cash underwriting fee payable | $ 4,025,000 | $ 4,025,000 |
Stockholders' (Deficit) Equity
Stockholders' (Deficit) Equity - Preferred Stock (Details) - $ / shares | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Stockholders' (Deficit) Equity | |||
Preferred Stock, shares authorized | 1,000,000 | 1,000,000 | 1,000,000 |
Preferred Stock, par value, (per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Preferred Stock, shares issued | 0 | 0 | 0 |
Preferred Stock, shares outstanding | 0 | 0 | 0 |
Stockholders' (Deficit) Equit_2
Stockholders' (Deficit) Equity - Common Stock (Details) | Sep. 30, 2023 Vote $ / shares shares | Dec. 31, 2022 Vote $ / shares shares | Dec. 31, 2021 $ / shares shares |
Stockholders' (Deficit) Equity | |||
Common stock, shares authorized (in shares) | 100,000,000 | 100,000,000 | 100,000,000 |
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common stock, votes per share | Vote | 1 | 1 | |
Common stock, shares issued (in shares) | 3,550,000 | 3,550,000 | |
Common stock, shares outstanding (in shares) | 3,550,000 | 3,550,000 | |
Common stock subject to possible redemption | |||
Stockholders' (Deficit) Equity | |||
Common stock, shares outstanding (in shares) | 11,500,000 | 11,500,000 | |
Redemption of common stock stock outstanding | 1,634,944 | 11,500,000 | 11,500,000 |
Common stock not subject to possible redemption | |||
Stockholders' (Deficit) Equity | |||
Common stock, shares issued (in shares) | 3,550,000 | 3,550,000 | |
Common stock, shares outstanding (in shares) | 3,550,000 | 3,550,000 |
Stockholders' (Deficit) Equity-
Stockholders' (Deficit) Equity- Warrants (Details) | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2023 item D $ / shares shares | Dec. 31, 2022 D $ / shares shares | Dec. 05, 2022 $ / shares | Dec. 21, 2021 shares | Oct. 21, 2021 $ / shares shares | |
Stockholders' (Deficit) Equity | |||||
Number of shares per warrant | shares | 1 | 1 | |||
Share price | $ 10 | ||||
Redemption of warrants | |||||
Stockholders' (Deficit) Equity | |||||
Number of warrants held | shares | 150 | 150 | |||
Fair market value of warrants on trading date prior to exercise | $ 15 | $ 15 | |||
Number of shares received by the holder | shares | 35 | 35 | |||
Redemption of warrants when the price per ordinary share equals or exceeds $9.20 | |||||
Stockholders' (Deficit) Equity | |||||
Class of warrant or right adjustment of exercise price of warrants or rights percent based on market value and newly issued price | 180% | 180% | |||
Redemption of warrants when the price per ordinary share equals or exceeds $18.00 | |||||
Stockholders' (Deficit) Equity | |||||
Share price | $ 18 | $ 18 | |||
Class of warrant or right adjustment of exercise price of warrants or rights percent based on market value and newly issued price | 115% | 115% | |||
Redemption price per public warrant (in dollars per share) | $ 0.01 | $ 0.01 | |||
Redemption period | 30 days | 30 days | |||
Warrant redemption condition minimum share price | $ 18 | $ 18 | |||
Threshold trading days for redemption of public warrants | 20 days | 20 days | |||
Threshold consecutive trading days for redemption of public warrants | D | 30 | 30 | |||
Threshold number of business days before sending notice of redemption to warrant holders | 3 | 3 | |||
Redemption of warrants when price per share of class common stock equals or exceeds 10.00 | |||||
Stockholders' (Deficit) Equity | |||||
Threshold trading days for redemption of public warrants | 10 days | 10 days | |||
Warrants | |||||
Stockholders' (Deficit) Equity | |||||
Share price | $ 9.20 | $ 9.20 | |||
Percentage of gross proceeds on total equity proceeds threshold minimum | 60% | 60% | |||
Warrants | Redemption of warrants when the price per ordinary share equals or exceeds $9.20 | |||||
Stockholders' (Deficit) Equity | |||||
Share price | $ 9.20 | $ 9.20 | |||
Private Placement Warrants | |||||
Stockholders' (Deficit) Equity | |||||
Number of shares received by the holder | shares | 675,000 | ||||
Public warrants | |||||
Stockholders' (Deficit) Equity | |||||
Maximum threshold period for filing registration statement after business combination | 20 days | 20 days | |||
Warrant exercise period condition | 30 days | 30 days | |||
Public Warrants expiration term | 5 years | 5 years | |||
Period of time with in which registration statement is expected to become effective | 60 days | 60 days | |||
Initial public offering | |||||
Stockholders' (Deficit) Equity | |||||
Number of shares per warrant | shares | 1 | 1 | |||
Exercise price of warrants | $ 11.50 | $ 11.50 | |||
Share price | $ 10.20 | ||||
Initial public offering | Private Placement Warrants | |||||
Stockholders' (Deficit) Equity | |||||
Warrants outstanding | shares | 506,250 | 506,250 | |||
Initial public offering | Public warrants | |||||
Stockholders' (Deficit) Equity | |||||
Warrants outstanding | shares | 8,625,000 | 8,625,000 | |||
Number of shares per warrant | shares | 1 | ||||
Exercise price of warrants | $ 11.50 |
Income Tax - Net deferred tax a
Income Tax - Net deferred tax assets (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Deferred tax liability | ||
Federal net operating loss | $ 19,227 | |
Start-up costs | $ 319,359 | 70,399 |
Unrealized gains on investments in trust account | (72,168) | (2,695) |
Total deferred tax asset | 247,191 | 86,930 |
Valuation allowance | (319,359) | $ (86,930) |
Deferred tax liability, net of allowance | $ (72,168) |
Income Tax - Income tax provisi
Income Tax - Income tax provision (Details) - USD ($) | 3 Months Ended | 8 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2021 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Federal | ||||||
Current | $ 244,544 | |||||
Deferred | $ (86,930) | (160,261) | ||||
State and Local | ||||||
Valuation allowance | $ 86,930 | 232,428 | ||||
Income tax provision | $ 40,052 | $ 103,155 | $ 395,976 | $ 115,308 | $ 316,711 |
Income Tax - Effective income t
Income Tax - Effective income tax rate reconciliation (Details) | 3 Months Ended | 8 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2021 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Income Tax | ||||||
Statutory federal income tax rate | 21% | 21% | 21% | 21% | 21% | 21% |
Unrealized gains on investments in Trust Account | 2.80% | |||||
Valuation allowance | (21.00%) | 65.70% | ||||
Income tax provision | 5% | (36.00%) | (0.00%) | 40% | (651.00%) | 89.50% |
Income Tax - Additional informa
Income Tax - Additional information (Details) - USD ($) | 8 Months Ended | 12 Months Ended |
Dec. 31, 2021 | Dec. 31, 2022 | |
Operating loss carryforwards | ||
Valuation allowance | $ 86,930 | $ 232,428 |
Currently owes federal income taxes | 244,544 | |
Federal | ||
Operating loss carryforwards | ||
Net operating loss carryovers | $ 91,556 | 0 |
Currently owes federal income taxes | 83,543 | |
State | ||
Operating loss carryforwards | ||
Net operating loss carryovers | 0 | |
Currently owes Delaware franchise taxes | $ 137,115 |
Held-to-Maturity Investments (D
Held-to-Maturity Investments (Details) - USD ($) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Fair Value Measurements | |||
Held-to-maturity investments, maturity period | 1 year | ||
Investment held in trust account | $ 17,709,095 | $ 118,742,928 | $ 117,310,928 |
Maximum | |||
Fair Value Measurements | |||
Held-to-maturity investments, maturity period | 1 year |
Held-to-Maturity Investments -
Held-to-Maturity Investments - Reconciliation from amortized cost basis to net carrying amount and fair value (Details) - USD ($) | 8 Months Ended | 12 Months Ended |
Dec. 31, 2021 | Dec. 31, 2022 | |
Held-to-Maturity Investments | ||
Held-to-maturity investments, amortized cost basis | $ 117,299,993 | $ 118,433,095 |
Interest earned on investments | 10,928 | 307,051 |
Held-to-maturity investments, net carrying amount | 117,310,921 | 118,740,146 |
Unrealized gain on investments | 1,912 | 36,854 |
Held-to-maturity investments, fair value | $ 117,312,833 | $ 118,177,000 |
CONDENSED BALANCE SHEETS
CONDENSED BALANCE SHEETS - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Assets: | ||
Cash | $ 27,900 | $ 222,266 |
Prepaid expenses | 10,964 | 162,979 |
Total current assets | 38,864 | 385,245 |
Investments held in Trust Account | 17,709,095 | 118,742,928 |
Total assets | 17,747,959 | 119,128,173 |
Liabilities, Redeemable Common Stock and Stockholders' (Deficit) Equity | ||
Accrued expenses | 436,991 | 239,024 |
Franchise taxes payable | 103,400 | 137,112 |
Income tax payable | 38,155 | 83,543 |
Excise tax payable | 1,028,975 | |
Deferred tax liability | 72,168 | |
Promissory Notes | 981,460 | |
Due to related party | 277,175 | 21,356 |
Total liabilities | 2,866,156 | 553,203 |
Commitments and Contingencies (Note 6) | ||
Common stock subject to possible redemption, 1,634,944 and 11,500,000 shares at redemption value of $10.73 and $10.30, respectively, as of September 30, 2023 and December 31, 2022, respectively | 17,537,157 | 118,454,587 |
Stockholders' (Deficit) Equity: | ||
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | ||
Common stock, $0.0001 par value; 100,000,000 shares authorized; 3,550,000 shares issued and outstanding (excluding 1,634,944 and 11,500,000 shares subject to possible redemption) as of September 30, 2023 and December 31, 2022, respectively | 356 | 356 |
Additional paid-in capital | 497,120 | |
Accumulated Deficit | (2,655,710) | (377,093) |
Total Stockholders' (Deficit) Equity | (2,655,354) | 120,383 |
Total Liabilities, Redeemable Common Stock and Stockholders' (Deficit) Equity | $ 17,747,959 | $ 119,128,173 |
CONDENSED BALANCE SHEETS (Paren
CONDENSED BALANCE SHEETS (Parenthetical) - $ / shares | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized (in shares) | 1,000,000 | 1,000,000 | 1,000,000 |
Preferred stock, shares issued (in shares) | 0 | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 | 0 |
Common shares, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common shares, shares authorized (in shares) | 100,000,000 | 100,000,000 | 100,000,000 |
Common shares, shares issued (in shares) | 3,550,000 | 3,550,000 | |
Common shares, shares outstanding (in shares) | 3,550,000 | 3,550,000 | |
Common stock subject to possible redemption | |||
Common stock subject to possible redemption | 1,634,944 | 11,500,000 | 11,500,000 |
Common stock, redemption value per share | $ 10.73 | $ 10.30 | $ 10.30 |
Common shares, shares outstanding (in shares) | 11,500,000 | 11,500,000 | |
Common stock not subject to possible redemption | |||
Common shares, shares issued (in shares) | 3,550,000 | 3,550,000 | |
Common shares, shares outstanding (in shares) | 3,550,000 | 3,550,000 |
UNAUDITED CONDENSED STATEMENTS
UNAUDITED CONDENSED STATEMENTS OF OPERATIONS - USD ($) | 3 Months Ended | 6 Months Ended | 8 Months Ended | 9 Months Ended | 12 Months Ended | ||||||
Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2022 | Dec. 31, 2021 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Operating cost | $ 409,464 | $ 253,954 | $ 424,882 | $ 1,361,983 | $ 795,516 | $ 1,385,573 | |||||
Loss from operations | (409,464) | (253,954) | (424,882) | (1,361,983) | (795,516) | (1,385,573) | |||||
Other (expense) income: | |||||||||||
Interest earned on investments held in Trust Account | 225,727 | 541,215 | 10,928 | 1,991,307 | 777,810 | 1,739,145 | |||||
Accrued interest on Promissory Notes | (704,965) | (1,616,132) | |||||||||
Total other (expense) income, net | (479,238) | 541,215 | 10,928 | 375,175 | 777,810 | 1,739,145 | |||||
(Loss) Income before provision for income taxes | (888,702) | 287,261 | (413,954) | (986,808) | (17,706) | 353,572 | |||||
Provision for income taxes | (40,052) | (103,155) | (395,976) | (115,308) | (316,711) | ||||||
Net (loss) income | $ (928,754) | $ (959,222) | $ 505,192 | $ 184,106 | $ (130,227) | $ (186,893) | $ (413,954) | $ (1,382,784) | $ (133,014) | $ 36,861 | |
Common stock, redeemable shares | |||||||||||
Other (expense) income: | |||||||||||
Basic weighted average shares outstanding | 8,175,512 | 11,500,000 | 3,568,966 | 8,175,512 | 11,500,000 | 11,500,000 | |||||
Diluted weighted average shares outstanding | 8,175,512 | 11,500,000 | 3,568,966 | 8,175,512 | 11,500,000 | 11,500,000 | |||||
Basic (loss) income per share | $ (0.08) | $ 0.01 | $ (0.07) | $ (0.12) | $ (0.01) | $ 0 | |||||
Diluted (loss) income per share | $ (0.08) | $ 0.01 | $ (0.07) | $ (0.12) | $ (0.01) | $ 0 | |||||
Common stock, non-redeemable shares | |||||||||||
Other (expense) income: | |||||||||||
Basic weighted average shares outstanding | 3,550,000 | 3,550,000 | 2,588,793 | 3,550,000 | 3,550,000 | 3,550,000 | |||||
Diluted weighted average shares outstanding | 3,550,000 | 3,550,000 | 3,550,000 | 2,588,793 | 3,550,000 | 3,550,000 | 3,550,000 | ||||
Basic (loss) income per share | $ (0.08) | $ 0.01 | $ (0.07) | $ (0.12) | $ (0.01) | $ 0 | |||||
Diluted (loss) income per share | $ (0.08) | $ 0.01 | $ (0.01) | $ (0.07) | $ (0.12) | $ (0.01) | $ 0 |
UNAUDITED CONDENSED STATEMENT_2
UNAUDITED CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT - USD ($) | Common Stock | Additional Paid-in Capital | Accumulated Deficit | Total |
Balance at the beginning at May. 13, 2021 | $ 0 | $ 0 | $ 0 | $ 0 |
Balance at the beginning (in shares) at May. 13, 2021 | 0 | |||
Increase (Decrease) in Stockholders' Equity | ||||
Remeasurement of carrying value to redemption value of shares subject to possible redemption | $ 0 | (10,504,527) | (10,504,527) | |
Net Income (Loss) | (413,954) | (413,954) | ||
Balance at the end at Dec. 31, 2021 | $ 356 | 1,651,707 | (413,954) | 1,238,109 |
Balance at the end (in shares) at Dec. 31, 2021 | 3,550,000 | |||
Increase (Decrease) in Stockholders' Equity | ||||
Net Income (Loss) | (186,893) | (186,893) | ||
Balance at the end at Mar. 31, 2022 | $ 356 | 1,651,707 | (600,847) | 1,051,216 |
Balance at the end (in shares) at Mar. 31, 2022 | 3,550,000 | |||
Balance at the beginning at Dec. 31, 2021 | $ 356 | 1,651,707 | (413,954) | 1,238,109 |
Balance at the beginning (in shares) at Dec. 31, 2021 | 3,550,000 | |||
Increase (Decrease) in Stockholders' Equity | ||||
Net Income (Loss) | (133,014) | |||
Balance at the end at Sep. 30, 2022 | $ 356 | 1,207,000 | (546,968) | 660,388 |
Balance at the end (in shares) at Sep. 30, 2022 | 3,550,000 | |||
Balance at the beginning at Dec. 31, 2021 | $ 356 | 1,651,707 | (413,954) | 1,238,109 |
Balance at the beginning (in shares) at Dec. 31, 2021 | 3,550,000 | |||
Increase (Decrease) in Stockholders' Equity | ||||
Remeasurement of carrying value to redemption value of shares subject to possible redemption | (1,154,587) | (1,154,587) | ||
Net Income (Loss) | 36,861 | 36,861 | ||
Balance at the end at Dec. 31, 2022 | $ 356 | 497,120 | (377,093) | 120,383 |
Balance at the end (in shares) at Dec. 31, 2022 | 3,550,000 | |||
Balance at the beginning at Mar. 31, 2022 | $ 356 | 1,651,707 | (600,847) | 1,051,216 |
Balance at the beginning (in shares) at Mar. 31, 2022 | 3,550,000 | |||
Increase (Decrease) in Stockholders' Equity | ||||
Remeasurement of carrying value to redemption value of shares subject to possible redemption | (135,370) | (135,370) | ||
Net Income (Loss) | (130,227) | (130,227) | ||
Balance at the end at Jun. 30, 2022 | $ 356 | 1,516,337 | (731,074) | 785,619 |
Balance at the end (in shares) at Jun. 30, 2022 | 3,550,000 | |||
Increase (Decrease) in Stockholders' Equity | ||||
Remeasurement of carrying value to redemption value of shares subject to possible redemption | (309,337) | (309,337) | ||
Net Income (Loss) | 184,106 | 184,106 | ||
Balance at the end at Sep. 30, 2022 | $ 356 | 1,207,000 | (546,968) | 660,388 |
Balance at the end (in shares) at Sep. 30, 2022 | 3,550,000 | |||
Balance at the beginning at Dec. 31, 2022 | $ 356 | 497,120 | (377,093) | 120,383 |
Balance at the beginning (in shares) at Dec. 31, 2022 | 3,550,000 | |||
Increase (Decrease) in Stockholders' Equity | ||||
Remeasurement of carrying value to redemption value of shares subject to possible redemption | (497,120) | (475,952) | (973,072) | |
Net Income (Loss) | 505,192 | 505,192 | ||
Balance at the end at Mar. 31, 2023 | $ 356 | (347,853) | (347,497) | |
Balance at the end (in shares) at Mar. 31, 2023 | 3,550,000 | |||
Balance at the beginning at Dec. 31, 2022 | $ 356 | $ 497,120 | (377,093) | 120,383 |
Balance at the beginning (in shares) at Dec. 31, 2022 | 3,550,000 | |||
Increase (Decrease) in Stockholders' Equity | ||||
Net Income (Loss) | (1,382,784) | |||
Balance at the end at Sep. 30, 2023 | $ 356 | (2,655,710) | (2,655,354) | |
Balance at the end (in shares) at Sep. 30, 2023 | 3,550,000 | |||
Balance at the beginning at Mar. 31, 2023 | $ 356 | (347,853) | (347,497) | |
Balance at the beginning (in shares) at Mar. 31, 2023 | 3,550,000 | |||
Increase (Decrease) in Stockholders' Equity | ||||
Fair value of founder shares transferred on Promissory Notes | 1,616,132 | 1,616,132 | ||
Excise tax imposed on common stock redemptions | (1,028,975) | (1,028,975) | ||
Remeasurement of carrying value to redemption value of shares subject to possible redemption | (611,121) | (611,121) | ||
Net Income (Loss) | (959,222) | (959,222) | ||
Balance at the end at Jun. 30, 2023 | $ 356 | (1,331,039) | (1,330,683) | |
Balance at the end (in shares) at Jun. 30, 2023 | 3,550,000 | |||
Increase (Decrease) in Stockholders' Equity | ||||
Remeasurement of carrying value to redemption value of shares subject to possible redemption | (395,917) | (395,917) | ||
Net Income (Loss) | (928,754) | (928,754) | ||
Balance at the end at Sep. 30, 2023 | $ 356 | $ (2,655,710) | $ (2,655,354) | |
Balance at the end (in shares) at Sep. 30, 2023 | 3,550,000 |
UNAUDITED CONDENSED STATEMENT_3
UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS - USD ($) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Cash Flows from Operating Activities: | |||
Net loss | $ (1,382,784) | $ (133,014) | $ 36,861 |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Accrued interest on Promissory Notes | 1,616,132 | ||
Interest earned on investments held in Trust Account | (1,991,307) | (777,810) | (1,739,145) |
Changes in operating assets and liabilities: | |||
Prepaid expenses | 152,015 | 274,173 | 333,205 |
Accrued expenses | 197,967 | (5,000) | 63,363 |
Income tax payable | (45,388) | 61,308 | 83,543 |
Deferred tax payable | (72,168) | 72,168 | |
Franchise tax payable | (33,712) | 137,112 | |
Due to related party | 74,000 | (3,257) | (3,257) |
Net cash used in operating activities | (1,485,245) | (583,600) | (1,016,150) |
Cash Flows from Investing Activities: | |||
Extension funding of Trust Account | (490,484) | ||
Funds withdrawn from Trust Account for redemptions | 102,897,540 | ||
Cash withdrawn from Trust Account to pay taxes | 618,084 | 307,145 | |
Net cash provided by investing activities | 103,025,140 | 307,145 | |
Cash Flows from Financing Activities: | |||
Proceeds from issuance of Promissory Note | 981,460 | ||
Proceeds from related party | 181,819 | ||
Payment of redemptions on Common Stock | (102,897,540) | ||
Net cash used in financing activities | (101,734,261) | ||
Net Change in Cash | (194,366) | (583,600) | (709,005) |
Cash - Beginning of period | 222,266 | 931,271 | 931,271 |
Cash - End of period | 27,900 | 347,671 | 222,266 |
Supplemental disclosure of non-cash financing activities: | |||
Discount on Promissory Notes for fair value of shares transferred | 1,616,132 | ||
Excise tax liability accrued for common stock redemptions | 1,028,975 | ||
Remeasurement of common stock subject to possible redemption | $ 1,980,110 | $ 444,707 | $ 1,154,587 |
Organization and Business Ope_3
Organization and Business Operations | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Organization and Business Operations | ||
Organization and Business Operations | Note 1 — Organization and Business Operations SportsMap Tech Acquisition Corp. (the “Company”) is a blank check company incorporated as a Delaware corporation on May 14, 2021. The Company was formed for the purpose of entering into a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar Business Combination with one or more businesses or entities (the “Business Combination”). As of September 30, 2023, the Company had not commenced any operations. All activity for the period from May 14, 2021 (inception) through September 30, 2023 relates to the Company’s formation and the initial public offering described below and, subsequent to the initial public offering, identifying a target company for a 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 on cash and cash equivalents from the proceeds derived from the Initial Public Offering (the “IPO”). The Company’s sponsor is SportsMap, LLC, a limited liability company (the “Sponsor”). The registration statement for the Company’s IPO was declared effective on October 18, 2021 (the “Effective Date”). On October 21, 2021, the Company consummated the IPO of 11,500,000 units (the “Units” and, with respect to the Common stock included in the Units being offered, the “public shares”) at $10.00 per Unit, including the full exercise of the underwriters’ over-allotment of 1,500,000 units, generating gross proceeds to the Company of $115,000,000 , which is discussed in Note 3. Simultaneously with the consummation of the IPO, the Company consummated the private placement of 675,000 units (the “Private Placement Units”) at a price of $10.00 per Private Placement Unit to the Sponsor and the representative of the underwriters and/or certain of their designees or affiliates, generating gross proceeds to the Company of $6,750,000 , which is described in Note 4. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the IPO and sale of the Private Placement Units, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. The Company’s Business Combination must be with one or more target businesses that together have a fair market value equal to at least 80% of the net balance in the Trust Account (as defined below) (less any taxes payable on interest earned) at the time of the signing a definitive agreement in connection with the initial Business Combination. However, 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 sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”). There is no assurance that the Company will be able to successfully effect a Business Combination. Following the closing of the IPO on October 21, 2021, $117,300,000 ( $10.20 per Unit) from the net proceeds of the sale of Units in the IPO and a portion of the proceeds of the sale of the Private Placement Units was deposited into a trust account (“Trust Account”) located in the United States with Contin ental Stock Transfer & Trust Company acting as trustee, and is invested only in U.S. government treasury bills, notes or bonds with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act and which invest solely in U.S. Treasuries. Except as set forth below, the proceeds held in the Trust Account will not be released until the earlier of: (1) the completion of the initial Business Combination within the required time period; (2) the Company’s redemption of 100% of the outstanding public shares if the Company has not completed an initial Business Combination in the required time period; and (3) the redemption of any public shares properly tendered in connection with a stockholder vote to amend the Company’s amended and restated certificate of incorporation (A) to modify the substance or timing of the Company’s obligation to allow redemption of public shares as described in the IPO or redeem 100% of the public shares if the Company does not complete the initial Business Combination within the required time period or (B) with respect to any other provision relating to stockholders’ rights or pre-Business Combination activity. In connection with any proposed initial Business Combination, the Company will either (1) seek stockholder approval of such initial Business Combination at a meeting of stockholders called for such purpose at which stockholders may seek to redeem their shares, regardless of whether they vote for or against the proposed Business Combination or do not vote at all, for their pro rata share of the aggregate amount then on deposit in the Trust Account (net of taxes payable), or (2) provide the Company’s stockholders with the opportunity to sell their shares to the Company by means of a tender offer (and thereby avoid the need for a stockholder vote) for an amount equal to their pro rata share of the aggregate amount then on deposit in the Trust Account (net of taxes payable), in each case subject to the limitations described herein. The decision as to whether the Company will seek stockholder approval of a proposed Business Combination or will allow stockholders to sell their shares to the Company in a tender offer will be made by the Company, solely in its discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would otherwise require the Company to seek stockholder approval. The Company has until November 20, 2023 (as extended, or until December 20, 2023 with additional funding of the Trust Account as described below) to complete the initial Business Combination. If the Company is unable to complete the initial Business Combination within such 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 100 % of the outstanding public shares which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining holders of common stock and the board of directors, proceed to commence a voluntary liquidation and thereby a formal dissolution of the Company, subject (in the case of (ii) and (iii) above) to the Company’s obligations to provide for claims of creditors and the requirements of applicable law. The initial stockholders have agreed to (i) waive their redemption rights with respect to their private shares in connection with the completion of the initial Business Combination, (ii) waive their redemption rights with respect to their private shares in connection with a stockholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation (A) to modify the substance or timing of the Company’s obligation to redeem 100% of the public shares if the Company does not complete the initial Business Combination within the Combination Period or (B) with respect to any other provision relating to stockholders’ rights or pre-initial Business Combination activity and (iii) waive their rights to liquidating distributions from the Trust Account with respect to their private shares if the company fail to complete the initial Business Combination within the Combination Period. The Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a vendor for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amounts in the Trust Account to below $10.20 per share, 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 underwriters of the IPO against certain liabilities, including liabilities under the Securities Act. 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 has not independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and believes that the Sponsor’s only assets are securities of the Company. The Company has not asked the Sponsor to reserve for such obligations and therefore believes the Sponsor will be unlikely to satisfy its indemnification obligations if it is required to do so. However, the Company believes the likelihood of the Sponsor having to indemnify the Trust Account is limited because the Company will endeavor to have all vendors and prospective target businesses as well as other entities execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. For the three and nine months ended September 30, 2023, the Company withdrew $ 0 and $ 103,515,624 , respectively, from the Trust Account in connection with redemptions and to pay tax obligations. No amounts were withdrawn for the three and nine months ended September 30, 2022. On April 14, 2023, the Company held a special meeting of stockholders (the “Meeting”), at which the Company’s stockholders of record voted to approve the amendment of the Company’s amended and restated certificate of incorporation to extend the date by which the Company must consummate a Business Combination or, if it fails to do so, cease its operations and redeem or repurchase 100% of the shares of the Company’s common stock issued in the Company’s initial public offering, from April 20, 2023, monthly for up to eight additional months at the election of the Company, ultimately until as late as December 20, 2023 (“Extension”). With this amendment, the Company has agreed to deposit into the Trust Account $0.05 for each outstanding public share for each monthly extension of the date by which the Company must complete its initial Business Combination. Since the Meeting, the Company has deposited $490,484 into the Trust Account to extend the date by which it must consummate a Business Combination or cease operations until November 20, 2023. In connection with the Extension, 9,865,056 shares of the Company’s common stock were redeemed (the “Redemption”), with 5,184,944 shares of Common Stock remaining outstanding after the Redemption, of which 1,634,944 shares of Common Stock remaining outstanding after the Redemption are shares issued in connection with our IPO (the “Public Shares”). The public stockholders will continue to have the opportunity to redeem all or a portion of their Public Shares upon the completion of an initial Business Combination at a per-share price, payable in cash, equal to the aggregate amount on deposit in the Trust Account as of two business days prior to the vote to approve the consummation of an initial Business Combination, including interest (which interest shall be net of taxes payable) divided by the number of then outstanding Public Shares. On October 20, 2023, the Company deposited $ 81,747 in the Trust Account extending the Extension date to December 20, 2023. Business Combination Agreement On December 5, 2022, SportsMap Tech Acquisition Corp., a Delaware corporation (“SportsMap”), entered into a Business Combination Agreement, which was amended on June 27, 2023 (as it may be amended, supplemented or otherwise modified from time to time, the “Business Combination Agreement”), by and among SportsMap, Infrared Cameras Holdings, Inc., a Delaware corporation (“ICI”), and ICH Merger Sub Inc., a Delaware corporation and a wholly-owned subsidiary of SportsMap (“Merger Sub”). The Business Combination The Business Combination Agreement provides that, on the terms and subject to the conditions of the Business Combination Agreement, Merger Sub will merge with and into ICI (the “Merger”) with ICI surviving the Merger as a wholly-owned subsidiary of SportsMap (the “Surviving Company”). The Business Combination is expected to close in the fourth quarter of 2023, following the receipt of the required approval of SportsMap’s stockholders and the fulfillment or waiver (if permitted by applicable law) of other customary closing conditions. The closing of the Business Combination is referred to herein as the “Closing”. Business Combination Consideration At the effective time of the Merger (the “Effective Time”), in accordance with the terms and subject to the conditions of the Business Combination Agreement: ● each share of ICI common stock issued and outstanding immediately prior to the Effective Time (other than Dissenting Shares (as defined in the Business Combination Agreement) and shares held immediately prior to the Effective Time by ICI as treasury stock) will be converted into the right to receive such number of shares of SportsMap common stock equal to the Exchange Ratio (as defined below), ● each option (a “Company Option”) to purchase shares of ICI Class B Common Stock that is outstanding and unexercised immediately prior to the Effective Time, whether vested or unvested, other than any Out-of-the-Money Option (as defined in the Business Combination Agreement) (the “Participating Company Options”), will be converted into an option to purchase a number of shares of SportsMap common stock upon substantially the same terms and conditions (but taking into account any accelerated vesting provided for in ICI’s equity plan or any award agreement by reason of the Business Combination Agreement or the transactions contemplated by the Business Combination Agreement) as are in effect with respect to such Company Option prior to the Effective Time, except that such option shall represent the right to receive a number of shares of SportsMap common stock equal to the number of shares of Company Class B Common Stock subject to such Company Option prior to the Effective Time multiplied by the Exchange Ratio, and the exercise price per share shall be equal to the exercise price per share of such Company Option prior to the Effective Time multiplied by the Exchange Ratio; and each Out-of-the-Money Option will be cancelled and terminated for no consideration; ● each share of common stock of Merger Sub issued and outstanding immediately prior to the Effective Time will be converted into one share of common stock of the Surviving Company; ● each share of ICI common stock held immediately prior to the Effective Time by ICI as treasury stock will be cancelled and extinguished for no consideration; and ● each dissenting share of ICI Common Stock will not convert in the Merger and will be entitled to rely on such rights as are granted pursuant to Delaware law, subject to certain conditions set forth in the Business Combination Agreement and in accordance with applicable law. The “Exchange Ratio” will be determined by (i) dividing the Adjusted Equity Value by $ 10.00 , which is the value of one share of Sports Map common stock, and (ii) further dividing the quotient of the calculation in clause (i) by the aggregate number of shares of ICI Common Stock issued and outstanding immediately prior to the Effective Time (other than shares held immediately prior to the Effective Time by ICI as treasury stock) on a fully-diluted basis assuming the exercise of all Participating Company Options, excluding any such shares issuable upon exercise of Out-of-the-Money Options, which will be cancelled at the Effective Time. The “Adjusted Equity Value” will be equal to (a) $ 100,000,000 , less (b) the aggregate amount of ICI’s outstanding indebtedness at the Effective Time, plus (b) the aggregate exercise price that would be paid in respect of Participating Company Options if all Participating Company Options were exercised in full immediately prior to the Effective Time, plus (c) all cash and cash equivalents of ICI as of immediately prior to the Effective Time, plus (d) the aggregate principal amount of any convertible promissory notes entered into by ICI on or after the date of the Business Combination Agreement but prior to the Closing in each case on terms and subject to conditions set forth in the Business Combination Agreement. Pursuant to the Business Combination Agreement, SportsMap will reserve for issuance 2,400,000 shares of SportsMap common stock (the “Earnout Shares”). The Earnout Shares will be issued pro rata to the holders of ICI common stock if either (a) during the period beginning six months after the closing of the Business Combination and ending on December 31, 2024, the common stock of the post-closing public company (“PubCo”) achieves a market price of $ 12.50 per share for a specified number of days, or the combined company consummates a transaction in which its stockholders have the right to receive consideration implying a value of at least $ 12.50 per share, or (b) PubCo achieves revenue of $ 68.5 million during the fiscal year ending December 31, 2024, subject to certain limitations set forth in the Business Combination Agreement. In addition, the Business Combination Agreement provides that, if ICI raises additional capital by the issuance of convertible promissory notes on or after the date of the Business Combination Agreement but prior to the Closing, such convertible notes will convert into ICI Class A Common Stock (as defined in the Business Combination Agreement) immediately prior to the Effective Time and will convert in the Merger in the same manner as ICI Common Stock. Termination The Business Combination Agreement may be terminated under certain customary and limited circumstances prior to the closing of the Business Combination, including, but not limited to, (i) by either SportsMap or ICI if the Business Combination is not consummated by December 20, 2023, (ii) by SportsMap if there is a material breach of the representations, warranties or covenants of ICI, subject to a thirty (30)-day cure period following notice of such breach, and (iii) by ICI upon a material breach of the representations, warranties or covenants of SportsMap, subject to a thirty (30)-day cure period following notice of such breach. If the Business Combination Agreement is validly terminated, none of the parties to the Business Combination Agreement will have any liability or any further obligation under the Business Combination Agreement, other than customary confidentiality obligations, except in the case of willful breach or fraud. Contingent Business Combination Fees As discussed in Note 6, the Company has engaged various parties to assist in the selection and consummation of a Business Combination. These fees for approximately $660,000 in cash and $6,525,000 in stock are not due or payable until the consummation of a Business Combination. At September 30, 2023 and December 31, 2022, none of these amounts are reported in the Company’s unaudited condensed financial statements. Amendment No. 2 to the Business Combination Agreement On September 17, 2023, the parties to the Business Combination Agreement entered into Amendment No. 2 to the Business Combination Agreement (the “Amendment”) in anticipation of ICI issuing restricted stock unit awards prior to the closing of the Business Combination, and in order for the Business Combination Agreement to address the treatment of restricted stock units in the Business Combination. Pursuant to the Business Combination Agreement, as amended by the Amendment, the parties agreed that ICI restricted stock units awards would convert into restricted stock unit awards on substantially similar terms covering the Company’s common stock upon consummation of the Business Combination. The Amendment also provides for adjustments to the Participating Fully Diluted Shares Outstanding and the Exchange Ratio (each as defined in the Amendment) for the additional shares underlying the restricted stock units. Liquidity and Capital Resources As of September 30, 2023, the Company had $27,900 in its operating bank account and working capital deficit of $ 2,827,292 . The Company’s liquidity needs through September 30, 2023 were satisfied through a payment from the Sponsor of $ 25,000 (see Note 5) for the Founder Shares to cover certain offering costs and the loan under an unsecured promissory note from the Sponsor of up to $ 400,000 . The outstanding balance under the promissory note of $323,190 was paid in full and the unsecured promissory note is no longer available to the Company. After consummation of the IPO on October 21, 2021, the Company had $2,150,000 of private placement proceeds receivable from the Sponsor which was received into the Company’s operating bank account on October 22, 2021. In April and May 2023, the Company secured operational working capital of $1,000,000 through investors within the Sponsor and other third parties (“Promissory Notes”) (see Note 5). In order to finance transaction costs in connection with a Business Combination, the Company’s Sponsor or an affiliate of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to, provide the Company Working Capital Loans, as defined below (see Note 5). As of September 30, 2023, there were no amounts outstanding under any Working Capital Loans. Going Concern The Company anticipates that the $ 27,900 held outside the Trust Account as of September 30, 2023, may not be sufficient to allow the Company to operate for at least 1 2 months from the issuance of the financial statements, assuming that a Business Combination is not consummated during that time. Until consummation of its Business Combination, the Company will be using the funds not held in the Trust Account, funds from the Promissory Notes and any additional Working Capital Loans (as defined in Note 5) (see Note 5), for identifying and evaluating prospective acquisition candidates, performing business due diligence on prospective target businesses, traveling to and from the offices, plants or similar locations of prospective target businesses, reviewing corporate documents and material agreements of prospective target businesses, selecting the target business to acquire and structuring, negotiating and consummating the Business Combination. The Company can raise additional capital through Working Capital Loans from the initial shareholders, certain of the Company’s officers, and directors (see Note 5), or through loans from third parties. None of the sponsor, officers or directors are under any obligation to advance funds to, or to invest in , the Company. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of its business plan, and reducing overhead expenses. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. These conditions raise substantial doubt about the Company’s ability to continue as a going concern for a reasonable period of time, which is considered to be one year from the issuance date of these unaudited condensed financial statements. The Company has until November 20, 2023 (as extended) to consummate a Business Combination. It is uncertain that the Company will be able to consummate a Business Combination by that date, which is less than 12 months from the issuance of these unaudited condensed financial statements. If a Business Combination is not consummated by the required date, there will be a mandatory liquidation and subsequent dissolution. In connection with the Company’s assessment of going concern considerations in accordance with the authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Update (“ASU”) 2014-15, “Disclosure of Uncertainties About an Entity’s Ability to Continue as a Going Concern,” management has determined that mandatory liquidation, and subsequent dissolution, should the Company be unable to complete a Business Combination, raises substantial doubt about the Company’s ability to continue as a going concern for the next 12 months from the issuance of these unaudited condensed financial statements. No adjustments have been made to the carrying amounts of assets and liabilities should the Company be required to liquidate after November 20, 2023. Risks and Uncertainties Management is currently evaluating the impact of the COVID-19 pandemic, the Russia-Ukraine war, and the Israel-Hamas conflict and has concluded that while it is reasonably possible that the virus and war could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these unaudited condensed financial statements. The unaudited condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty. Inflation Reduction Act of 2022 On August 16, 2022, the Inflation Reduction Act of 2022 (the “IR Act”) was signed into federal law. The IR Act provides for, among other things, a new U.S. federal 1% excise tax on certain repurchases of stock by publicly traded U.S. domestic corporations and certain U.S. domestic subsidiaries of publicly traded foreign corporations occurring on or after January 1, 2023. The excise tax is imposed on the repurchasing corporation itself, not its shareholders from which shares are repurchased. The amount of the excise tax is generally 1% of the fair market value of the shares repurchased at the time of the repurchase. However, for purposes of calculating the excise tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year. In addition, certain exceptions apply to the excise tax. The U.S. Department of the Treasury (the “Treasury”) has been given authority to provide regulations and other guidance to carry out and prevent the abuse or avoidance of the excise tax. On December 27, 2022, the Treasury published Notice 2023-2, which provided clarification on some aspects of the application of the excise tax. The notice generally provides that if a publicly traded U.S. corporation completely liquidates and dissolves, distributions in such complete liquidation and other distributions by such corporation in the same taxable year in which the final distribution in complete liquidation and dissolution is made are not subject to the excise tax. Although such notice clarifies certain aspects of the excise tax, the interpretation and operation of aspects of the excise tax (including its application and operation with respect to SPACs) remain unclear and such interim operating rules are subject to change. Because the application of this excise tax is not entirely clear, any redemption or other repurchase effected by the Company, in connection with a Business Combination, extension vote or otherwise, may be subject to this excise tax. Because any such excise tax would be payable by the Company and not by the redeeming holders, it could cause a reduction in the value of the Company’s common stock, cash available with which to effectuate a Business Combination or cash available for distribution in a subsequent liquidation. Whether and to what extent the Company would be subject to the excise tax in connection with a Business Combination will depend on a number of factors, including (i) the structure of the Business Combination, (ii) the fair market value of the redemptions and repurchases in connection with the Business Combination, (iii) the nature and amount of any “PIPE” or other equity issuances in connection with the Business Combination (or any other equity issuances within the same taxable year of the Business Combination) and (iv) the content of any subsequent regulations, clarifications, and other guidance issued by the Treasury. Further, the application of the excise tax in respect of distributions pursuant to a liquidation of a publicly traded U.S. corporation is uncertain and has not been addressed by the Treasury in regulations, and it is possible that the proceeds held in the Trust Account could be used to pay any excise tax owed by the Company in the event the Company is unable to complete a Business Combination in the required time and redeem 100% of the remaining common stock in accordance with the Company’s amended and restated certificate of incorporation, in which case the amount that would otherwise be received by the public stockholders in connection with the Company’s liquidation would be reduced. | Note 1 — Organization and Business Operations SportsMap Tech Acquisition Corp. (the “Company”) is a newly organized, blank check company incorporated as a Delaware corporation on May 14, 2021. The Company was formed for the purpose of entering into a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities (the “Business Combination”). As of December 31, 2022, the Company had not commenced any operations. All activity for the period from May 14, 2021 (inception) through December 31, 2022 relates to the Company’s formation and the initial public offering described below and, subsequent to the initial public offering, identifying a target company for a 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 on cash and cash equivalents from the proceeds derived from the Initial Public Offering (the “IPO”). The Company has selected December 31 as its fiscal year end. The Company’s sponsor is SportsMap, LLC, a limited liability company (the “Sponsor”). The registration statement for the Company’s IPO was declared effective on October 18, 2021 (the “Effective Date”). On October 21, 2021, the Company consummated the IPO of units (the “Units” and, with respect to the Common stock included in the Units being offered, the “public shares”) at per Unit, including the full exercise of the underwriters’ over-allotment of units, generating gross proceeds to the Company of , which is discussed in Note 3. Simultaneously with the consummation of the IPO, the Company consummated the private placement of (the “Private Placement Units”) at a price of o the Sponsor and the representative of the underwriters and/or certain of their designees or affiliates, generating gross proceeds to the Company of Transaction costs amounted to $2,822,937 consisting of $2,300,000 of underwriting commissions and $522,937 of other offering costs. $2,686,076 was all charged to temporary equity and $136,861 was charged to additional paid-in capital. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the IPO and sale of the Private Placement Units, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. The Company’s Business Combination must be with one or more target businesses that together have a fair market value equal to at least 80% of the net balance in the Trust Account (as defined below) (less any taxes payable on interest earned) at the time of the signing a definitive agreement in connection with the initial Business Combination. However, 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 sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”). There is no assurance that the Company will be able to successfully effect a Business Combination. Following the closing of the IPO on October 21, 2021, from the net proceeds of the sale of Units in the IPO and a portion of the proceeds of the sale of the Private Placement Units was deposited into a trust account (“Trust Account”) located in the United States with Continental Stock Transfer & Trust Company acting as trustee, and will be invested only in U.S. government treasury bills, notes or bonds with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act and which invest solely in U.S. Treasuries. Except as set forth below, the proceeds held in the Trust Account will not be released until the earlier of: (1) the completion of the initial Business Combination within the required time period; (2) the Company’s redemption of 100% of the outstanding public shares if the Company has not completed an initial Business Combination in the required time period; and (3) the redemption of any public shares properly tendered in connection with a stockholder vote to amend the Company’s amended and restated certificate of incorporation (A) to modify the substance or timing of the Company’s obligation to allow redemption of public shares as described in the IPO or redeem 100% of the public shares if the Company does not complete the initial Business Combination within the required time period or (B) with respect to any other provision relating to stockholders’ rights or pre-Business Combination activity. In connection with any proposed initial Business Combination, the Company will either (1) seek stockholder approval of such initial Business Combination at a meeting of stockholders called for such purpose at which stockholders may seek to redeem their shares, regardless of whether they vote for or against the proposed Business Combination or do not vote at all, for their pro rata share of the aggregate amount then on deposit in the Trust Account (net of taxes payable), or (2) provide the Company’s stockholders with the opportunity to sell their shares to the Company by means of a tender offer (and thereby avoid the need for a stockholder vote) for an amount equal to their pro rata share of the aggregate amount then on deposit in the Trust Account (net of taxes payable), each case subject to the limitations described herein. The decision as to whether the Company will seek stockholder approval of a proposed Business Combination or will allow stockholders to sell their shares to the Company in a tender offer will be made by the Company, solely in its discretion, and will be based on a variety of factors such the timing of the transaction and whether the terms of the transaction would otherwise require the Company to seek stockholder approval. The Company will have only 18 months from the closing of the IPO (the “Combination Period”) to complete the initial Business Combination. If the Company is unable to complete the initial Business Combination within such 18 -month 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 of the outstanding public shares which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining holders of common stock and the board of directors, proceed to commence a voluntary liquidation and thereby a formal dissolution of the Company, subject (in the case of (ii) and (ii) above) to the Company’s obligations to provide for claims of creditors and the requirements of applicable law. The initial stockholders have agreed to (i) waive their redemption rights with respect to their private shares in connection with the completion of the initial Business Combination, (ii) waive their redemption rights with respect to their private shares in connection with a stockholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation (A) to modify the substance or timing of the Company’s obligation to redeem of the public shares if the Company does not complete the initial Business Combination within the Combination Period or (B) with respect to any other provision relating to stockholders’ rights or pre-initial Business Combination activity and (iii) waive their rights to liquidating distributions from the Trust Account with respect to their private shares if the company fail to complete the initial Business Combination within the Combination Period. The Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a vendor for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amounts in the Trust Account to below per share, 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 underwriters of the IPO against certain liabilities, including liabilities under the Securities Act. 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 has not independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and believes that the Sponsor’s only assets are securities of the Company. The Company has not asked the Sponsor to reserve for such obligations and therefore believes the Sponsor will be unlikely to satisfy its indemnification obligations if it is required to do so. However, the Company believes the likelihood of the Sponsor having to indemnify the Trust Account is limited because the Company will endeavor to have all vendors and prospective target businesses as well as other entities execute agreements the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. For the year ended December 31, 2022, the Company withdrew $307,146 from the Trust Account to pay taxes. No amounts were withdrawn in the period ended 2021. Business Combination Agreement On December 5, 2022, SportsMap Tech Acquisition Corp., a Delaware corporation (“ SportsMap Business Combination Agreement ICI Merger Sub The Business Combination The Business Combination Agreement provides that, on the terms and subject to the conditions of the Business Combination Agreement, Merger Sub will merge with and into ICI (the “ Merger Surviving Company The Business Combination is expected to close in the third quarter of 2023, following the receipt of the required approval of SportsMap’s stockholders and the fulfillment or waiver (if permitted by applicable law) of other customary closing conditions. The closing of the Business Combination is referred to herein as the “ Closing Business Combination Consideration At the effective time of the Merger (the “ Effective Time ● each share of ICI common stock issued and outstanding immediately prior to the Effective Time (other than Dissenting Shares (as defined in the Business Combination Agreement) and shares held immediately prior to the Effective Time by ICI as treasury stock) will be converted into the right to receive such number of shares of SportsMap common stock equal to the Exchange Ratio (as defined below), ● each option (a “Company Option”) to purchase shares of ICI Class B Common Stock that is outstanding and unexercised immediately prior to the Effective Time, whether vested or unvested, other than any Out-of-the-Money Option (as defined in the Business Combination Agreement) (the “Participating Company Options”), will be converted into an option to purchase a number of shares of SportsMap common stock upon substantially the same terms and conditions (but taking into account any accelerated vesting provided for in ICI’s equity plan or any award agreement by reason of the Business Combination Agreement or the transactions contemplated by the Business Combination Agreement) as are in effect with respect to such Company Option prior to the Effective Time, except that such option shall represent the right to receive a number of shares of SportsMap common stock equal to the number of shares of Company Class B Common Stock subject to such Company Option prior to the Effective Time multiplied by the Exchange Ratio, and the exercise price per share shall be equal to the exercise price per share of such Company Option prior to the Effective Time multiplied by the Exchange Ratio; and each Out-of-the-Money Option will be cancelled and terminated for no consideration; ● each share of common stock of Merger Sub issued and outstanding immediately prior to the Effective Time will be converted into one share of common stock of the Surviving Company; ● each share of ICI common stock held immediately prior to the Effective Time by ICI as treasury stock will be cancelled and extinguished for no consideration; and ● each dissenting share of ICI Common Stock will not convert in the Merger and will be entitled to rely on such rights as are granted pursuant to Delaware law, subject to certain conditions set forth in the Business Combination Agreement and in accordance with applicable law. The “ Exchange Ratio Adjusted Equity Value Pursuant to the Business Combination Agreement, SportsMap will reserve for issuance 2,400,000 shares of SportsMap common stock (the “ Earnout Shares PubCo In addition, the Business Combination Agreement provides that, if ICI raises additional capital by the issuance of convertible promissory notes on or after the date of the Business Combination Agreement but prior to the Closing, such convertible notes will convert into ICI Class A Common Stock (as defined in the Business Combination Agreement) immediately prior to the Effective Time and will convert in the Merger in the same manner as ICI Common Stock. Termination The Business Combination Agreement may be terminated under certain customary and limited circumstances prior to the closing of the Business Combination, including, but not limited to, (i) by either SportsMap or ICI if the Business Combination is not consummated by June 30, 2023, provided that such date may be extended by ICI by an additional 60 days under certain circumstances set forth in the Business Combination Agreement, (ii) by SportsMap if there is a material breach of the representations, warranties or covenants of ICI, subject to a thirty (30)-day cure period following notice of such breach, and (iii) by ICI upon a material breach of the representations, warranties or covenants of SportsMap, subject to a thirty (30)-day cure period following notice of such breach. If the Business Combination Agreement is validly terminated, none of the parties to the Business Combination Agreement will have any liability or any further obligation under the Business Combination Agreement, other than customary confidentiality obligations, except in the case of willful breach or fraud. Contingent Business Combination Fees As discussed in Note 6, the Company has engaged various parties to assist in the selection and consummation of a Business Combination. These fees are not due or payable until the consummation of a Business Combination. At December 31, 2022, none of these amounts are reported in the Company’s financial statements. Liquidity and Capital Resources As of December 31, 2022, the Company had $222,266 in its operating bank account and working capital of $124,865, excluding taxes. The Company’s liquidity needs through December 31, 2022 were satisfied through a payment from the Sponsor of $25,000 (see Note 5) for the Founder Shares to cover certain offering costs and the loan under an unsecured promissory note from the Sponsor of up to $400,000. The outstanding balance under the promissory note of $323,190 was paid in full and the unsecured promissory note is no longer available to the Company. As of December 31, 2022, no amounts were outstanding under the unsecured promissory note. After consummation of the IPO on October 21, 2021, the Company had $24,991 in its operating bank account, and working capital of $1,463,454, which included $2,150,000 of private placement proceeds receivable from the Sponsor which was received into the Company’s operating bank account on October 22, 2021. In addition, in order to finance transaction costs in connection with a Business Combination, the Company’s Sponsor or an affiliate of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to, provide the Company Working Capital Loans, as defined below (see Note 5). As of December 31, 2022, there were no amounts outstanding under any Working Capital Loans. Going Concern The Company anticipates that the $222,266 held outside the Trust Account as of December 31, 2022 may not be sufficient to allow the Company to operate for at least 12 months from the issuance of the financial statements, assuming that a business combination is not consummated during that time. Until consummation of its business combination, the Company will be using the funds not held in the Trust Account, and any additional Working Capital Loans (as defined in Note 5) from the initial shareholders, certain of the Company’s officers and directors (see Note 5), for identifying and evaluating prospective acquisition candidates, performing business due diligence on prospective target businesses, traveling to and from the offices, plants or similar locations of prospective target businesses, reviewing corporate documents and material agreements of prospective target businesses, selecting the target business to acquire and structuring, negotiating and consummating the business combination. The Company can raise additional capital through Working Capital Loans from the initial shareholders, certain of the Company’s officers, and directors (see Note 5), or through loans from third parties. None of the sponsor, officers or directors are under any obligation to advance funds to, or to invest in, the Company. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of its business plan, and reducing overhead expenses. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. These conditions raise substantial doubt about the Company’s ability to continue as a going concern for a reasonable period of time, which is considered to be one year from the issuance date of these financial statements. The Company has until April 20, 2023 to consummate a Business Combination. It is uncertain that the Company will be able to consummate a Business Combination by that date, which is less than 12 months from the issuance of these financial statements. If a Business Combination is not consummated by the required date, there will be a mandatory liquidation and subsequent dissolution. In connection with the Company’s assessment of going concern considerations in accordance with the authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Update (“ASU”) 2014-15, “Disclosure of Uncertainties About an Entity’s Ability to Continue as a Going Concern,” management has determined that mandatory liquidation, and subsequent dissolution, should the Company be unable to complete a business combination, raises substantial doubt about the Company’s ability to continue as a going concern for the next 12 months from the issuance of these financial statements. No adjustments have been made to the carrying amounts of assets and liabilities should the Company be required to liquidate after April 20, 2023. Risks and Uncertainties Management is currently evaluating the impact of the COVID-19 pandemic and Russia-Ukraine war and has concluded that while it is reasonably possible that the virus and war could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Inflation Reduction Act of 2022 On August 16, 2022, the Inflation Reduction Act of 2022 (the “IR Act”) was signed into federal law. The IR Act provides for, among other things, a new U.S. federal 1% excise tax on certain repurchases of stock by publicly traded U.S. domestic corporations and certain U.S. domestic subsidiaries of publicly traded foreign corporations occurring on or after January 1, 2023. The excise tax is imposed on the repurchasing corporation itself, not its shareholders from which shares are repurchased. The amount of the excise tax is generally 1% of the fair market value of the shares repurchased at the time of the repurchase. However, for purposes of calculating the excise tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year. In addition, certain exceptions apply to the excise tax. The U.S. Department of the Treasury (the “Treasury”) has been given authority to provide regulations and other guidance to carry out and prevent the abuse or avoidance of the excise tax. Any redemption or other repurchase that occurs after December 31, 2022, in connection with a Business Combination, extension vote or otherwise, may be subject to the excise tax. Whether and to what extent the Company would be subject to the excise tax in connection with a Business Combination, extension vote or otherwise would depend on a number of factors, including (i) the fair market value of the redemptions and repurchases in connection with the Business Combination, extension or otherwise, (ii) the structure of a Business Combination, (iii) the nature and amount of any “PIPE” or other equity issuances in connection with a Business Combination (or otherwise issued not in connection with a Business Combination but issued within the same taxable year of a Business Combination) and (iv) the content of regulations and other guidance from the Treasury. In addition, because the excise tax would be payable by the Company and not by the redeeming holder, the mechanics of any required payment of the excise tax have not been determined. The foregoing could cause a reduction in the cash available on hand to complete a Business Combination and in the Company’s ability to complete a Business Combination. |
Significant Accounting Polici_6
Significant Accounting Policies | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Significant Accounting Policies | ||
Significant Accounting Policies | Note 2 — Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed financial statements of the Company are presented in conformity with accounting principles generally accepted in the United States of America (“US GAAP”) and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”). Accordingly, they do not include all of the information and footnotes required by GAAP. In the opinion of management, the unaudited condensed financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the periods presented. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2022 as filed with the SEC on March 31, 2023, which contains the audited financial statements and notes thereto. The interim results for the three and nine months ended September 30, 2023 are not necessarily indicative of the results to be expected for the year ending December 31, 2023 or for any future interim periods. Emerging Growth Company Status 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 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 unaudited condensed financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of unaudited condensed financial statements in conformity with US 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 unaudited condensed financial statements and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgement. 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 unaudited condensed financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, actual results could differ from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did no t have any cash equivalents as of September 30, 2023 and December 31, 2022 other than those in the Trust Account. Cash and Securities Held in Trust Account At September 30, 2023, substantially all of the assets held in the Trust Account were held in money market funds which are invested primarily in U.S. Treasury securities. All of the Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of investments held in the Trust Account are included in interest earned on investments held in Trust Account in the accompanying condensed statements of operations. The estimated fair values of investments held in Trust Account are determined using available market information. Fair values of these investments are determined by Level 1 inputs utilizing quoted prices (unadjusted) in active markets for identical assets. As of December 31, 2022, assets held in the Trust Account were held in cash and US Treasury Bills. Net proceeds of the sale of the Units in the Public Offering and the sale of the Private Placement Units were placed in the Trust Account which are only be invested in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations. All of the Company’s investments in US Treasury Bills held in the Trust Account are classified as held-to-maturity securities. Held-to-maturity securities are presented on the balance sheet at amortizable cost at inception and at the end of each subsequent reporting period. Interest earned on the investments during each reporting period is recorded at the end of each reporting period and is reported as interest earned on investments held in Trust Account in the accompanying condensed statements of operations. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheets, primarily due to its short-term nature. Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The Company’s financial instruments are classified as either Level 1, Level 2 or Level 3. These tiers include: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. Common Stock Subject to Possible Redemption The Company accounts for its common stock subject to possible redemption in accordance with the guidance in FASB ASC Topic 480 “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption (if any) is classified as a liability instrument and measured at fair value. Conditionally redeemable common stock (including shares of common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s Common stock will feature certain redemption rights that are considered to be outside of the Company’s control and will be subject to the occurrence of uncertain future events. Accordingly, common stock subject to possible redemption will be presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheets. 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 Topic 815, “Derivatives and Hedging”. Derivative instruments are initially recorded at fair value on the grant date and re-valued at each reporting date, with changes in the fair value reported in the statements of operations. Derivative assets and liabilities are classified in the balance sheets as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. Income Taxes The Company accounts for income taxes under ASC 740, “Income Taxes.” ASC 740, Income Taxes, requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the unaudited condensed financial statements and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. As of September 30, 2023 and December 31, 2022, the Company’s deferred tax asset had a full valuation allowance recorded against it. While ASC 740 identifies usage of an effective annual tax rate for purposes of an interim provision, it does allow for estimating individual elements in the current period if they are significant, unusual or infrequent. Computing the effective tax rate for the Company is complicated due to the potential impact of the timing of any Business Combination expenses and the actual interest income that will be recognized during the year. The Company has taken a position as to the calculation of income tax expense in a current period based on ASC 740-270-25-3 which states, “If an entity is unable to estimate a part of its ordinary income (or loss) or the related tax (benefit) but is otherwise able to make a reasonable estimate, the tax (or benefit) applicable to the item that cannot be estimated shall be reported in the interim period in which the item is reported.” The Company believes its calculation to be a reliable estimate and allows it to properly take into account the usual elements that can impact its annualized book income and its impact on the effective tax rate. As such, the Company is computing its taxable loss and associated income tax provision based on actual results through September 30, 2023. The Company’s effective tax rate was (5)% and 36 % for the three months ended September 30, 2023 and 2022, respectively, and (40)% and 651% for the nine months ended September 30, 2023 and 2022, respectively. The effective tax rate differs from the statutory tax rate of 21 % for the three and nine months ended September 30, 2023 and 2022, due to the valuation allowance on the deferred tax assets. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of September 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 has identified the United States as its only “major” tax jurisdiction. The Company is subject to income taxation by major taxing authorities since inception. These examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. Warrants The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in FASB ASC 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own common stock and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all of the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. The Company accounts for its outstanding warrants as equity-classified instruments. Net (Loss) Income Per Common Stock The Company complies with the accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” Net (loss) income per common stock is computed by dividing net (loss) income by the weighted average number of shares of common stock outstanding during the period. At September 30, 2023 and 2022, the Company did not have any dilutive securities and 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 loss per common stock is the same as basic (loss) income per common stock for the period presented. The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net (loss) income per share for each component of common stock for the three and nine months ended September 30, 2023 and 2022: For the Three Months Ended September 30, For the Nine Months Ended September 30, 2023 2022 2023 2022 Redeemable Non-redeemable Redeemable Non-redeemable Redeemable Non-redeemable Redeemable Non-redeemable Basic and diluted net (loss) income per common stock: Numerator: Allocation of net (loss) income $ (647,566) $ (281,188) $ 140,679 $ 43,427 $ (964,134) $ (418,650) $ (101,639) $ (31,375) Denominator: Basic and diluted weighted-average shares outstanding 8,175,512 3,550,000 11,500,000 3,550,000 8,175,512 3,550,000 11,500,000 3,550,000 Basic and diluted net (loss) income per share $ (0.08) $ (0.08) $ 0.01 $ 0.01 $ (0.12) $ (0.12) $ (0.01) $ (0.01) 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. At September 30, 2023 and December 31, 2022, the Company had not experienced losses on this account. Recent Accounting Pronouncements Management does not believe that any other recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s unaudited condensed financial statements. | Note 2 — Significant Accounting Policies Basis of Presentation The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section2(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 Section404 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 approval of any golden parachute payments not previously approved. Further, Section102(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 financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of financial statements in conformity with US 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 financial statements and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgement. 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, actual results could differ from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2022 and 2021 other than those in the Trust Account. Cash and Securities Held in Trust Account As of December 31, 2022 and 2021, the company had $118,742,928 and $117,310,928, respectively, in cash and securities held in the trust account which were invested in US Treasury bills. Net proceeds of the sale of the Units in the Public Offering and the sale of the Private Placement Units were placed in the Trust Account which will only be invested in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations. All of the Company’s investments held in the trust account are classified as held-to-maturity securities. Held-to-maturity securities are presented on the balance sheet at amortizable cost at inception and at the end of each subsequent reporting period. Interest earned on the investments during each reporting period is recorded at the end of each reporting period and is reported as interest income in the accompanying statements of operations. Offering Costs The Company complies with the requirements of the ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A — “Expenses of Offering”. Offering costs consist of underwriting, legal, accounting and other expenses incurred through the balance sheet date that are directly related to the IPO. Offering costs are allocated to the separable financial instruments to be issued in the IPO based on a relative fair value basis, compared to total proceeds received. Offering costs directly attributable to the issuance of an equity contract to be classified in equity are recorded as a reduction of equity. Offering costs for equity contracts that are classified as assets and liabilities are expensed immediately. Upon closing of the IPO on October 21, 2021, offering costs associated with the common stock and the warrants were charged to temporary equity. Transaction costs amounted to $2,822,937, consisting of $2,300,000 of underwriting commissions and $522,937 of other offering costs. $2,686,076 was all charged to temporary equity and $136,861 was charged to additional paid-in capital. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheets, primarily due to its short-term nature. Common Stock Subject to Possible Redemption The Company accounts for its common stock subject to possible redemption in accordance with the guidance in FASB ASC Topic 480 “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption (if any) is classified as a liability instrument and measured at fair value. Conditionally redeemable common stock (including shares of common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s Common stock will feature certain redemption rights that are considered to be outside of the Company’s control and will be subject to the occurrence of uncertain future events. Accordingly, common stock subject to possible redemption will be presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheets. 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 Topic 815, “Derivatives and Hedging”. Derivative instruments are initially recorded at fair value on the grant date and re-valued at each reporting date, with changes in the fair value reported in the statements of operations. Derivative assets and liabilities are classified in the balance sheets as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. Income Taxes The Company accounts for income taxes under FASB ASC 740, “Income Taxes” (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statement and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no 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 has identified the United States as its only “major” tax jurisdiction. The Company is subject to income tax examinations by major taxing authorities since inception. These examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. Warrants The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in FASB ASC 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own common stock and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all of the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. The Company accounts for its outstanding warrants as equity-classified instruments. Net Income (Loss) Per Common Stock The Company complies with the accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” Net income (loss) per common stock is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. At December 31, 2022 and 2021, the Company did not have any dilutive securities and 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 income (loss) per common stock is the same as basic income (loss) per common stock for the period presented. The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net income (loss) per share for each component of common stock for the year ended December 31, 2022 and for the period from May 14, 2021 (inception) through December 31, 2021: For the period from May 14, 2021 For the Year Ended (inception) through December 31, December 31, 2022 2021 Non- Non- Redeemable redeemable Redeemable redeemable Basic and diluted net income (loss) per common stock: Numerator: Allocation of net income (loss) $ 28,166 $ 8,695 $ (239,923) $ (174,031) Denominator: Basic and diluted weighted-average shares outstanding 11,500,000 3,550,000 3,568,966 2,588,793 Basic and diluted net income (loss) per share $ 0.00 $ 0.00 $ (0.07) $ (0.07) 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. At December 31, 2022 and 2021, the Company had not experienced losses on this account. Recent Accounting Pronouncements In August 2020, the FASB issued ASU No. 2020-06, Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”), which simplifies the accounting for convertible instruments. The guidance removes certain accounting models that separate the embedded conversion features from the host contract for convertible instruments. ASU 2020-06 allows for a modified or full retrospective method of transition. For smaller reporting companies, this update is effective for fiscal years beginning after December 15, 2023, and interim periods within those fiscal years. Early adoption is permitted. We are currently evaluating the impact this change will have on our financial statements. Management does not believe that any other recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. |
Initial Public Offering_2
Initial Public Offering | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Initial Public Offering | ||
Initial Public Offering | Note 3 — Initial Public Offering On October 21, 2021, the Company sold 11,500,000 Units, including the full exercise of the underwriters’ over-allotment option to purchase 1,500,000 units, at a purchase price of $ 10.00 per Unit. Each unit consists of one share of common stock, an aggregate of 11,500,000 shares, and three-quarters of one warrant (“public warrants”), an aggregate of 8,625,000 public warrants. Each whole public warrant entitles the holder to purchase one share of common stock at an exercise price of $ 11.50 per whole share, subject to adjustment (see Note 7). All of the 11,500,000 common stock sold as part of the Units in the IPO 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 certificate of incorporation. In accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity” and with the SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, redemption provisions not solely within the control of the Company require common stock subject to redemption to be classified outside of permanent equity. The common stock is subject to SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99. If it is probable that the equity instrument will become redeemable, the Company has the option to either accrete changes in the redemption value over the period from the date of issuance (or from the date that it becomes probable that the instrument will become redeemable, if later) to the earliest redemption date of the instrument or to recognize changes in the redemption value immediately as they occur and adjust the carrying amount of the instrument to equal the redemption value at the end of each reporting period. The Company recognizes changes in redemption value immediately as they occur. Immediately upon the closing of the IPO, the Company recognized the accretion from initial book value to redemption amount value. The change in the carrying value of redeemable common stock resulted in charges against additional paid-in capital and accumulated deficit. As of September 30, 2023 and December 31, 2022, the common stock reflected on the balance sheets are reconciled in the following table: Common stock of shares subject to possible redemption at December 31, 2021 $ 117,300,000 Plus: Remeasurement of carrying value to redemption value 1,154,587 Common stock of shares subject to possible redemption at December 31, 2022 118,454,587 Less: Redemption (102,897,540) Plus: Extension funding 490,484 Remeasurement of carrying value to redemption value 1,489,626 Common stock of shares subject to possible redemption at September 30, 2023 $ 17,537,157 | Note 3 — Initial Public Offering On October 21, 2021, the Company sold 11,500,000 Units, including the full exercise of the underwriters’ over-allotment option to purchase 1,500,000 units, at a purchase price of $10.00 per Unit. Each unit consists of one share of common stock, an aggregate of 11,500,000 shares, and three-quarters of one All of the 11,500,000 common stock sold as part of the Units in the IPO 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 certificate of incorporation. In accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity” and with the SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, redemption provisions not solely within the control of the Company require common stock subject to redemption to be classified outside of permanent equity. The common stock is subject to SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99. If it is probable that the equity instrument will become redeemable, the Company has the option to either accrete changes in the redemption value over the period from the date of issuance (or from the date that it becomes probable that the instrument will become redeemable, if later) to the earliest redemption date of the instrument or to recognize changes in the redemption value immediately as they occur and adjust the carrying amount of the instrument to equal the redemption value at the end of each reporting period. The Company recognizes changes in redemption value immediately as they occur. Immediately upon the closing of the IPO, the Company recognized the accretion from initial book value to redemption amount value. The change in the carrying value of redeemable common stock resulted in charges against additional paid-in capital and accumulated deficit. As of December 31, 2022 and 2021, the common stock reflected on the balance sheets are reconciled in the following table: Gross proceeds $ 115,000,000 Less: Proceeds allocated to Public Warrants (5,518,451) Redeemable common stock issuance costs (2,686,076) Plus: Remeasurement of carrying value to redemption value 10,504,527 Common stock of shares subject to possible redemption at December 31, 2021 $ 117,300,000 Plus: Remeasurement of carrying value to redemption value 1,154,587 Common stock of shares subject to possible redemption at December 31, 2022 $ 118,454,587 |
Private Placement_2
Private Placement | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Private Placement | ||
Private Placement | Note 4 — Private Placement Simultaneously with the closing of the IPO, the Company’s Sponsor, and the representative of the underwriters and/or certain of their designees or affiliates (collectively, the “initial stockholders”) purchased an aggregate of 675,000 Private Placement Units at a price of $10.00 per unit in a private placement, for an aggregate purchase price of $6,750,000 , in a private placement. Each unit consists of one share of common stock, an aggregate of 675,000 shares, and three-quarters of one warrant (“private warrants”), an aggregate of 506,250 private warrants. Private Placement Units are identical to the units sold in the IPO, except that the Private Placement Units (including the private warrants or private shares issuable upon exercise of such warrants) will not be transferable, assignable or saleable until 30 days after the Business Combination. The initial stockholders have agreed not to transfer, assign or sell any of the Private Placement Units and underlying common stock until after the completion of the initial Business Combination. Additionally, the initial stockholders have agreed to (i) waive their redemption rights with respect to their private shares in connection with the completion of the initial Business Combination, (ii) waive their redemption rights with respect to their private shares in connection with a stockholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation (A) to modify the substance or timing of the Company’s obligation to redeem 100% of the public shares if the Company does not complete the initial Business Combination within the Combination Period or (B) with respect to any other provision relating to stockholders’ rights or pre-initial Business Combination activity and (iii) waive their rights to liquidating distributions from the Trust Account with respect to their private shares if the company fail to complete the initial Business Combination within the Combination Period. | Note 4 — Private Placement Simultaneously with the closing of the IPO, the Company’s Sponsor, and the representative of the underwriters and/or certain of their designees or affiliates (collectively, the “initial stockholders”) purchased an aggregate of 675,000 Private Placement Units at a price of $10.00 per unit in a private placement, for an aggregate purchase price of $6,750,000, in a private placement. Each unit consists of one share of common stock, an aggregate of 675,000 shares, and three-quarters of one warrant (“private warrants”), an aggregate of 506,250 private warrants. Private Placement Units are identical to the units sold in the IPO, except that the Private Placement Units (including the private warrants or private shares issuable upon exercise of such warrants) will not be transferable, assignable or saleable until 30 days after the Business Combination. The initial stockholders have agreed not to transfer, assign or sell any of the Private Placement Units and underlying common stock until after the completion of the initial Business Combination. Additionally, the initial stockholders have agreed to (i) waive their redemption rights with respect to their private shares in connection with the completion of the initial Business Combination, (ii) waive their redemption rights with respect to their private shares in connection with a stockholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation (A) to modify the substance or timing of the Company’s obligation to redeem 100% of the public shares if the Company does not complete the initial Business Combination within the Combination Period or (B) with respect to any other provision relating to stockholders’ rights or pre-initial Business Combination activity and (iii) waive their rights to liquidating distributions from the Trust Account with respect to their private shares if the company fail to complete the initial Business Combination within the Combination Period. |
Related Party Transactions_2
Related Party Transactions | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Related Party Transactions | ||
Related Party Transactions | Note 5 — Related Party Transactions Founder Shares In June 2021, the initial stockholders paid $25,000 in exchange for 2,875,000 shares of common stock (the “Founder Shares”). The number of Founder Shares outstanding was determined based on the expectation that the total size of the IPO would be a maximum of 11,500,000 Units if the underwriter’s over-allotment option is exercised in full, and therefore that such Founder Shares would represent 20% of the outstanding shares after the IPO. The initial stockholders have agreed not to transfer, assign or sell (i) any of the Founder Shares until nine months after the date of the consummation of the initial Business Combination or earlier if, subsequent to the initial Business Combination, the Company consummates a subsequent liquidation, merger, stock exchange or other similar transaction which results in all of the stockholders having the right to exchange their common stock for cash, securities or other property or (ii) any of the Private Placement Units until the completion of the initial Business Combination. The representative’s Private Placement Units are identical to the Units sold in the IPO except that they may not (including the common stock issuable upon exercise of these warrants), subject to certain limited exceptions, be transferred, assigned or sold by the holders until after the completion of the initial Business Combination. Additionally, for so long as the warrants underlying the Private Placement Units are held by the representative and its designees, they will not be exercisable more than five years from the commencement date of sales in the IPO in accordance with FINRA Rule 5110(g)(8)(A). Promissory Note — Related Party, pre-IPO The Sponsor agreed to loan the Company up to $ 400,000 to be used for a portion of the expenses of the IPO. These loans were non-interest bearing, unsecured and due at the earlier of February 28, 2022 or the closing of the IPO. As of September 30, 2023 and December 31, 2022, no amounts were outstanding under the unsecured promissory note. Promissory Notes In April and May 2023, the Company secured operational working capital of up to $1,000,000 (“Promissory Notes”) through investors within the Sponsor and other third parties. The Promissory Notes are not interest bearing, and as an incentive for the Promissory Notes provided, the investors were given an aggregate of 165,598 Founder Shares. The fair value of the Promissory Notes was recognized as a decrease in the principal value of the Promissory Notes at the date of issuance and a component of shareholders equity. The principal value of the Promissory Notes will accrete over time to the original issuance value over the life of the Promissory Notes. The principal balance of the Promissory Notes shall be payable upon consummation of an initial Business Combination; provided that the Company shall have the right to extend the Repayment Date for up to 12 months thereafter in the event that the minimum cash transaction proceeds (as described in the definitive agreement with respect to such Business Combination) are not met, or would not be met but for such extension. The principal balance may be prepaid at any time. At September 30, 2023, the Company had received $981,460 in proceeds related to the Promissory Notes and since the issuance of the Promissory Notes, $1,616,132 has been recognized in the statement of operations as accrued interest. The investors have no right to redemption on the transferred shares. In September 2023 the Company borrowed an aggregate of $ 181,819 from a related party (“September Borrowings”) and reported the amount due on the condensed balance sheet within due to related party. As of September 30, 2023, terms of the September Borrowings were not finalized, however, in November 2023 the notes were finalized to be non-interest bearing and due upon consummation of the Business Combination (see Note 9). Working Capital Loans In order to finance transaction costs in connection with an intended initial Business Combination, the initial stockholders, officers and directors and their affiliates may, but are not obligated to, loan the Company funds as may be required (the “Working Capital Loans”). The Working Capital Loans would be evidenced by promissory notes. In the event that the Company is unable to consummate an initial Business Combination, the Company may use a portion of the offering proceeds held outside the Trust Account to repay such loaned amounts but no proceeds from the Trust Account would be used for such repayment. If the Company consummates an initial Business Combination, the notes would either be paid upon consummation of the initial Business Combination, without interest, or, at the lender’s discretion, up to $ 1,000,000 of the notes may be converted upon consummation of the Business Combination into additional Private Placement Units at a price of $ 10.00 per unit (which, for example, would result in the holders being issued 100,000 units if the full amount of notes are issued and converted). At September 30, 2023 and December 31, 2022, no such Working Capital Loans were outstanding. Administrative Service Fee The Company entered into an administrative services agreement on October 18, 2021, pursuant to which the Company will pay the Sponsor a total of $ 10,000 per month for office space, utilities, secretarial support and other administrative and consulting services. Upon completion of the Company’s initial Business Combination or its liquidation, the Company will cease paying these monthly fees. At September 30, 2023 and December 31, 2022, the Company had accrued $ 81,356 and $ 21,356 , respectively, of administrative service fees. For three and nine months ended September 30, 2023 and 2022, the Company incurred $ 30,000 and $ 90,000 of administrative service fees expense, respectively. Included in the Administrative Service Fee paid to the Sponsor is $ 100,000 the Sponsor pays to Lawson Gow, the Company’s Chief Strategy Officer, in connection with services related to identifying and consummating the initial Business Combination. Related Party Investments In December 2022, the Chief Executive Officer of the Company, and a director of the Company, loaned a total of $ 600,000 to Infrared Cameras Holdings, Inc. (“the Borrower”) bearing interest at 10 % per annum increasing to 12 % per annum on February 15, 2023 . Interest is due upon the Maturity Date, which is six months from the effective dates of the notes. The unpaid principal balance of these notes and accrued and unpaid interest shall be converted into shares of common stock, par value $ 0.01 per share, of Borrower at the Automatic Conversion Price (“Automatic Conversion”), described below. The automatic conversion date is immediately before the Borrower consummates an initial public offering or consummates a Business Combination resulting in the Borrower’s shares of common stock being publicly traded. The Automatic Conversion Price is approximately 50% less than the publicly traded price if the Borrower consummates an initial public offering, or 50% less than the assigned value per share if the Borrow consummates a Business Combination resulting in the Borrower’s shares of common stock being publicly traded. In April 2023 and May 2023, multiple lenders (“Multiple Lenders”) agreed to loan the Company up to $1,000,000 . The loans are non-interest bearing, unsecured and due at the earlier of the consummation of an initial Business Combination; provided that the Company has the right to extend the repayment date for up to 12 months . These notes are non-convertible into any securities of the Company. In consideration for the loans, the lenders received an aggregate of 165,598 Founder Shares from the Company’s initial shareholders. In April 2023, the holders of the Company’s Founder Shares (“Holders”) have agreed that in order to induce investors to provide PIPE Financing in connection with the Business Combination Agreement or to commit to a non-redemption agreement, each Holder shall transfer and assign to the Company (or such other Affiliate of the Company or any counterparty in any PIPE Financing the Company may designate (each, a “Financing Counterparty”)), for no consideration, up to 500,000 Founder Shares (the “Transferred Shares”). The Company has assigned and transferred an aggregate of 165,598 Transferred Shares to Multiple Lenders. Additionally, the Company shall have the right to cause the Holders to assign and transfer the remaining Transferred Shares in any amount up to an additional 300,000 Transferred Shares, to any Financing Counterparty in a PIPE Financing or non-redemption agreement the Company may enter into prior to the closing of the Business Combination Agreement. | Note 5 — Related Party Transactions Founder Shares In June 2021, the initial stockholders paid $25,000 in exchange for 2,875,000 shares of common stock (the “Founder Shares”). The number of Founder Shares outstanding was determined based on the expectation that the total size of the IPO would be a maximum of 11,500,000 Units if the underwriter’s over-allotment option is exercised in full, and therefore that such Founder Shares would represent 20% of the outstanding shares after the IPO. As of December 31, 2022 and 2021, of the 2,875,000 shares outstanding, none of which were subject to forfeiture due to the full exercise of the over-allotment option by the underwriters upon the consummation of the IPO. The initial stockholders have agreed not to transfer, assign or sell (i) any of the Founder Shares until nine months after the date of the consummation of the initial Business Combination or earlier if, subsequent to the initial Business Combination, the Company consummates a subsequent liquidation, merger, stock exchange or other similar transaction which results in all of the stockholders having the right to exchange their common stock for cash, securities or other property or (ii) any of the Private Placement Units until the completion of the initial Business Combination. The representative’s Private Placement Units are identical to the Units sold in the IPO except that they may not (including the common stock issuable upon exercise of these warrants), subject to certain limited exceptions, be transferred, assigned or sold by the holders until after the completion of the initial Business Combination. Additionally, for so long as the warrants underlying the Private Placement Units are held by the representative and its designees, they will not be exercisable more than five years from the commencement date of sales in the IPO in accordance with FINRA Rule 5110(g)(8)(A). Promissory Note — Related Party The Sponsor agreed to loan the Company up to $400,000 to be used for a portion of the expenses of the IPO. These loans were non-interest bearing, unsecured and due at the earlier of February 28, 2022 or the closing of the IPO. At December 31, 2021, the outstanding balance under the promissory note of $323,190 had been paid in full and the unsecured promissory note is no longer available to the Company. As of December 31, 2022 and 2021, no amounts were outstanding under the unsecured promissory note. Working Capital Loans In order to finance transaction costs in connection with an intended initial Business Combination, the initial stockholders, officers and directors and their affiliates may, but are not obligated to, loan the Company funds as may be required (the “Working Capital Loans”). The Working Capital Loans would be evidenced by promissory notes. In the event that the Company is unable to consummate an initial Business Combination, the Company may use a portion of the offering proceeds held outside the Trust Account to repay such loaned amounts but no proceeds from the Trust Account would be used for such repayment. If the Company consummates an initial Business Combination, the notes would either be paid upon consummation of the initial Business Combination, without interest, or, at the lender’s discretion, up to $1,000,000 of the notes may be converted upon consummation of the Business Combination into additional Private Placement Units at a price of $10.00 per unit (which, for example, would result in the holders being issued 100,000 units if the full amount of notes are issued and converted). At December 31, 2022 and 2021, no such Working Capital Loans were outstanding. Administrative Service Fee The Company entered into an administrative services agreement on October 18, 2021, pursuant to which the Company will pay the Sponsor a total of $10,000 per month for office space, utilities, secretarial support and other administrative and consulting services. Upon completion of the Company’s initial Business Combination or its liquidation, the Company will cease paying these monthly fees. At December 31, 2022 and 2021, the Company had accrued $21,356 and $24,516, respectively, of administrative service fees. For the year ended December 31, 2022, the Company incurred $120,000 of administrative service fees expense. For the period from May 14, 2021 (inception) through December 31, 2021, the Company incurred $24,516 of administrative service fees expense. Included in the Administrative Service Fee paid to the Sponsor is $100,000 the Sponsor pays to Lawson Gow, the Company’s Chief Strategy Officer, in connection with services related to identifying and consummating the initial Business Combination. Related Party Investments In December 2022, the Chief Executive Officer of the Company, and a director of the Company, loaned a total of $600,000 to Infrared Cameras Holdings, Inc. (“the Borrower”) bearing interest at 10% per annum increasing to 12% per annum on February 15, 2023. Interest is due upon the Maturity Date, which is six months from the effective dates of the notes. The unpaid principal balance of these notes and accrued and unpaid interest shall be converted into shares of common stock, par value $0.01 per share, of Borrower at the Automatic Conversion Price (“Automatic Conversion”), described below. The automatic conversion date is immediately before the Borrower consummates an initial public offering or consummates a business combination resulting in the Borrower’s shares of common stock being publicly traded. The Automatic Conversion Price is approximately 50% less than the publicly traded price if the Borrower consummates an initial public offering, or 50% less than the assigned value per share if the Borrow consummates a business combination resulting in the Borrower’s shares of common stock being publicly traded. |
Commitments and Contingencies_2
Commitments and Contingencies | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Commitments and Contingencies. | ||
Commitments and Contingencies | Note 6 — Commitments and Contingencies Registration Rights The initial stockholders and their permitted transferees can demand that the Company registers the founder shares, the Private Placement Units and the underlying private shares and private warrants, and the units issuable upon conversion of Working Capital Loans and the underlying common stock and warrants, pursuant to an agreement to be signed prior to or on the date of the IPO. The holders of such securities are entitled to demand that the Company registers these securities at any time after the Company consummates an initial Business Combination. Notwithstanding anything to the contrary, any holder that is affiliated with an underwriter participating in the IPO may only make a demand on one occasion and only during the five-year period beginning on the commencement date of sales in the IPO. In addition, the holders have certain “piggy-back” registration rights on registration statements filed after the Company’s consummation of a Business Combination; provided that any holder that is affiliated with an underwriter participating in the IPO may participate in a “piggy-back” registration only during the seven-year period beginning on the commencement date of sales in the IPO. Business Combination Marketing Agreement On October 18, 2021, the Company has engaged Roth Capital Partners, LLC, the representative, as an advisor in connection with the Business Combination to assist it in holding meetings with its stockholders to discuss the potential Business Combination and the target business’ attributes, introduce the Company to potential investors that are interested in purchasing its securities in connection with the initial Business Combination, assist the Company in obtaining stockholder approval for the Business Combination and assist the Company with its press releases and public filings in connection with the Business Combination. The Company will pay the representative a cash fee for such services upon the consummation of the initial Business Combination in an amount equal to 3.5 % of the gross proceeds of the IPO, or $ 4,025,000 (exclusive of any applicable finders’ fees which might become payable). Additionally, the Company engaged Craig-Hallum Capital Group LLC (“Craig-Hallum”) in February 2022 to act as its placement agent and its merger and acquisition advisor in connection with any offering in respect to a Business Combination with a Target. Craig-Hallum will assist with identifying selecting a potential target company, assisting with the formation of a letter of intent (“LOI”), evaluating proposals for potential Business Combination, assisting in structuring the formation of a potential Business Combination, identifying and selecting investors and other activities related to a potential Business Combination. In the event an offering of securities in connection with a Business Combination with a Target or any other evidence of commitment with a Business Combination with a Target, the Company will pay Craig-Hallum a cash fee of 6.0 % of the gross proceeds raised and only if Craig-Hallum is the source of introduction to the specific transaction. Additionally, if the Company completes a Business Combination with a target during the term of the contract with Craig Hallum, Craig-Hallum will be owed an M&A Advisory Fee in stock equal to the greater of (i) 2.0 % of the aggregate transaction value of the target; and (ii) 250,000 shares of newly issued common stock registered within 90 days of closing of the Business Combination. Roth Capital will be due 50 % of the M&A Advisory Fee in stock, resulting in Craig-Hallum and Roth each receiving 125,000 shares of common stock pursuant to the M&A Advisory Fee. Legal fees In October 2022 the Company has engaged ArentFox Schiff LLP (“AFS”) to assist with various routine and Business Combination related matters. AFS has agreed to perform the foregoing services at a discounted rate, and, subject to final consummation of the Business Combination, the Company will pay an additional amount to AFS equal to the cumulative amount earned by AFS up until the date of the consummation of the Business Combination. To the extent the Business Combination is not completed, the Company will not be required to pay AFS any additional amounts in excess of the discounted rate. For the three and nine months ended September 30, 2023 the Company has incurred $ 95,862 and $ 241,380 , respectively, in legal fees. For the three and nine months ended September 30, 2022 the Company has incurred $10,500 and $31,500 , respectively, in legal fees. At September 30, 2023 and December 31, 2022, $ 132,101 and $ 223,748 was unpaid. Earnout Shares Pursuant to the Business Combination Agreement, SportsMap will reserve for issuance 2,400,000 shares of SportsMap common stock (the “Earnout Shares”). The Earnout Shares will be issued pro rata to the holders of ICI common stock if either (a) during the period beginning six months after the closing of the Business Combination and ending on December 31, 2024, the common stock of the post-closing public company (“PubCo”) achieves a market price of $ 12.50 per share for a specified number of days, or the combined company consummates a transaction in which its stockholders have the right to receive consideration implying a value of at least $ 12.50 per share, or (b) PubCo achieves revenue of $ 68.5 million during the fiscal year ending December 31, 2024, subject to certain limitations set forth in the Business Combination Agreement. Excise Tax In connection with the Meeting on April 14, 2023, stockholders holding 9,865,056 of the Company’s Public Shares exercised their right to redeem such shares for a pro rata portion of the funds in the Trust Account for an aggregate amount of $102,897,540 . As such the Company has recorded a 1% excise tax liability of $1,028,975 on the condensed balance sheet as of September 30, 2023. The liability does not impact the condensed statements of operations and is offset against additional paid-in capital or accumulated deficit if additional paid-in capital is not available. | Note 6 — Commitments and Contingencies Registration Rights The initial stockholders and their permitted transferees can demand that the Company registers the founder shares, the Private Placement Units and the underlying private shares and private warrants, and the units issuable upon conversion of Working Capital Loans and the underlying common stock and warrants, pursuant to an agreement to be signed prior to or on the date of the IPO. The holders of such securities are entitled to demand that the Company registers these securities at any time after the Company consummates an initial Business Combination. Notwithstanding anything to the contrary, any holder that is affiliated with an underwriter participating in the IPO may only make a demand on one occasion and only during the five-year period beginning on the commencement date of sales in the IPO. In addition, the holders have certain “piggy-back” registration rights on registration statements filed after the Company’s consummation of a Business Combination; provided that any holder that is affiliated with an underwriter participating in the IPO may participate in a “piggy-back” registration only during the seven-year period beginning on the commencement date of sales in the IPO. Underwriting Agreement Upon closing the IPO on October 21, 2021, the Company paid a cash underwriting discount of 2.0% per Unit, or $2,300,000. Business Combination Marketing Agreement On October 18, 2021, the Company has engaged Roth Capital Partners, LLC, the representative, as an advisor in connection with the Business Combination to assist it in holding meetings with its stockholders to discuss the potential Business Combination and the target business’ attributes, introduce the Company to potential investors that are interested in purchasing its securities in connection with the initial Business Combination, assist the Company in obtaining stockholder approval for the Business Combination and assist the Company with its press releases and public filings in connection with the Business Combination. The Company will pay the representative a cash fee for such services upon the consummation of the initial Business Combination in an amount equal to 3.5% of the gross proceeds of the IPO, or $4,025,000 (exclusive of any applicable finders’ fees which might become payable). Additionally, the Company engaged Craig-Hallum Capital Group LLC (“Craig-Hallum”) in February 2022 to act as its placement agent and its merger and acquisition advisor in connection with any offering in respect to a Business Combination with a Target. Craig-Hallum will assist with identifying selecting a potential target company, assisting with the formation of a letter of intent (“LOI”), evaluating proposals for potential business combination, assisting in structuring the formation of a potential business combination, identifying and selecting investors and other activities related to a potential business combination. In the event an offering of securities in connection with a Business Combination with a Target or any other evidence of commitment with a Business Combination with a Target, the Company will pay Craig-Hallum a cash fee of 6.0% of the gross proceeds raised and only if Craig-Hallum is the source of introduction to the specific transaction. Additionally, if the Company completes a Business Combination with a target during the term of the contract with Craig Hallum, Craig-Hallum will be owed an M&A Advisory Fee in stock equal to the greater of (i) 2.0% of the aggregate transaction value of the target; and (ii) 250,000 shares of newley issued common stock registered within 90 days of closing of the Business Combination. Roth Capital will be due 50% of the M&A Advisory Fee in stock, resulting in Craig-Hallum and Roth each receiving 125,000 shares of common stock pursuant to the M&A Advisory Fee. Legal fees In October 2022 the Company has engaged ArentFox Schiff LLP (“AFS”) to assist with various routine and business combination related matters. AFS has agreed to perform the foregoing services at a discounted rate, and, subject to final consummation of the Business Combination, the Company will pay an additional amount to AFS equal to the cumulative amount earned by AFS up until the date of the consummation of the Business Combination. To the extent the Business Combination is not completed, the Company will not be required to pay AFS any additional amounts in excess of the discounted rate. For the year ended December 31, 2022 and 2021 the Company has incurred $297,453 and $3,500, respectively, in legal fees. At December 31, 2022 and 2021, $223,748 and $3,500 was unpaid. Earnout Shares Pursuant to the Business Combination Agreement, SportsMap will reserve for issuance 2,400,000 shares of SportsMap common stock (the “Earnout Shares”). The Earnout Shares will be issued pro rata to the holders of ICI common stock if either (a) during the period beginning six months after the closing of the Business Combination and ending on December 31, 2024, the common stock of the post-closing public company (“PubCo”) achieves a market price of $12.50 per share for a specified number of days, or the combined company consummates a transaction in which its stockholders have the right to receive consideration implying a value of at least $12.50 per share, or (b) PubCo achieves revenue of $68.5 million during the fiscal year ending December 31, 2024, subject to certain limitations set forth in the Business Combination Agreement. |
Stockholders' (Deficit) Equit_3
Stockholders' (Deficit) Equity | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Stockholders' (Deficit) Equity | ||
Stockholders' (Deficit) Equity | Note 7 — Stockholders’ (Deficit) Equity Preferred Stock The Company is authorized to issue 1,000,000 shares of preferred stock with a par value of $0.0001 per share. At September 30, 2023 and December 31, 2022, there were no shares of preferred stock issued or outstanding . Common Stock 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 common stock are entitled to one vote for each common stock. At September 30, 2023 and December 31, 2022, there were 3,550,000 shares of common stock issued and outstanding excluding 1,634,944 and 11,500,000 shares subject to possible redemption, respectively. Warrants As of September 30, 2023 and December 31, 2022, there were 8,625,000 public warrants and 506,250 private warrants outstanding. Each whole warrant entitles the holder to purchase one share of the Company’s common stock at a price of $11.50 per share, subject to adjustment as described herein. If (x) the Company issues additional shares of common stock or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per share (with such issue price or effective issue price to be determined in good faith by the board of directors and, in the case of any such issuance to the Company’s initial stockholders or their affiliates, without taking into account any founders’ shares held by the initial stockholders or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $ 18.00 per share redemption trigger price described below will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price. Each whole warrant entitles the registered holder to purchase one share of the common stock at any time commencing 30 days after the completion of the initial Business Combination and will expire five years after the completion of the initial Business Combination or earlier upon redemption or liquidation. No warrants will be exercisable for cash unless the Company has an effective and current registration statement covering the issuance of the common stock issuable upon exercise of the warrants and a current prospectus relating to such common stock. Notwithstanding the foregoing, if a registration statement covering the issuance of the common stock issuable upon exercise of the warrants is not effective within 60 days following the consummation of the initial Business Combination, warrant holders may, until such time as there is such an effective registration statement and during any period when the Company shall have failed to maintain such an effective registration statement, exercise warrants on a cashless basis pursuant to an available exemption from registration under the Securities Act. If an exemption from registration is not available, holders will not be able to exercise their warrants on a cashless basis. Except as described above, no warrants will be exercisable and the Company will not be obligated to issue common stock unless at the time a holder seeks to exercise such warrant, a prospectus relating to the shares of common stock issuable upon exercise of the warrants is current and the shares of common stock have been registered or qualified or deemed to be exempt under the securities laws of the state of residence of the holder of the warrants. Under the terms of the warrant agreement, the Company has agreed to use its best efforts to meet these conditions and to maintain a current prospectus relating to the common stock issuable upon exercise of the warrants until the expiration of the warrants. However, the Company cannot assure you that the Company will be able to do so and, if the Company does not maintain a current prospectus relating to the common stock issuable upon exercise of the warrants, holders will be unable to exercise their warrants and the Company will not be required to settle any such warrant exercise. If the prospectus relating to the common stock issuable upon the exercise of the warrants is not current or if the common stock is not qualified or exempt from qualification in the jurisdictions in which the holders of the warrants reside, the Company will not be required to net cash settle or cash settle the warrant exercise, the warrants may have no value, the market for the warrants may be limited and the warrants may expire worthless. Redemption of warrants Once the warrants become exercisable, the Company 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 the common stock equals or exceeds $18.00 (as adjusted for share sub-divisions, share dividends, reorganizations and recapitalizations) for any 20 trading days within a 30 trading-day period commencing after the warrants become exercisable and ending three trading days before the Company sends the notice of redemption, and ● if, and only if, there is a current registration statement in effect with respect to the issuance of the 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. If the Company calls the warrants for redemption as described above, the 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 warrants in exchange 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 surrendered warrants, multiplied by the difference between the exercise price of the surrendered warrants and the fair market value by (y) the fair market value. The “fair market value” for this purpose shall mean the average reported last sale price of the common stock for the 10 trading days ending on the trading day prior to the date of exercise. For example, if a holder held 150 warrants and the fair market value on the trading date prior to exercise was $15.00 , that holder would receive 35 shares without the payment of any additional cash consideration. If an exemption from registration is not available, holders will not be able to exercise their warrants on a cashless basis. | Note 7 — Stockholders’ Equity Preferred Stock The Company is authorized to issue 1,000,000 shares of preferred stock with a par value of $0.0001 per share. At December 31, 2022 and 2021, there were no shares of preferred stock issued or outstanding Common Stock 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 common stock are entitled to one vote for each common stock. At December 31, 2022 and 2021, there were 3,550,000 shares of common stock issued and outstanding, none of which were subject to forfeiture due to the full exercise of the over-allotment option by the underwriters upon the consummation of the IPO. Warrants Upon closing of the IPO on October 21, 2021, there were 8,625,000 public warrants and 506,250 private warrants outstanding. Each whole warrant entitles the holder to purchase one share of the Company’s common stock at a price of $11.50 per share, subject to adjustment as described herein. if (x) the Company issues additional shares of common stock or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per share (with such issue price or effective issue price to be determined in good faith by the board of directors and, in the case of any such issuance to the Company’s initial stockholders or their affiliates, without taking into account any founders’ shares held by the initial stockholders or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described below will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price. Each whole warrant entitles the registered holder to purchase one share of the common stock at any time commencing 30 days after the completion of the initial Business Combination and will expire five years after the completion of the initial Business Combination or earlier upon redemption or liquidation. No warrants will be exercisable for cash unless the Company has an effective and current registration statement covering the issuance of the common stock issuable upon exercise of the warrants and a current prospectus relating to such common stock. Notwithstanding the foregoing, if a registration statement covering the issuance of the common stock issuable upon exercise of the warrants is not effective within 60 days following the consummation of the initial Business Combination, warrant holders may, until such time as there is such an effective registration statement and during any period when the Company shall have failed to maintain such an effective registration statement, exercise warrants on a cashless basis pursuant to an available exemption from registration under the Securities Act. If an exemption from registration is not available, holders will not be able to exercise their warrants on a cashless basis. Except as described above, no warrants will be exercisable and the Company will not be obligated to issue common stock unless at the time a holder seeks to exercise such warrant, a prospectus relating to the shares of common stock issuable upon exercise of the warrants is current and the shares of common stock have been registered or qualified or deemed to be exempt under the securities laws of the state of residence of the holder of the warrants. Under the terms of the warrant agreement, the Company has agreed to use its best efforts to meet these conditions and to maintain a current prospectus relating to the common stock issuable upon exercise of the warrants until the expiration of the warrants. However, the Company cannot assure you that the Company will be able to do so and, if the Company does not maintain a current prospectus relating to the common stock issuable upon exercise of the warrants, holders will be unable to exercise their warrants and the Company will not be required to settle any such warrant exercise. If the prospectus relating to the common stock issuable upon the exercise of the warrants is not current or if the common stock is not qualified or exempt from qualification in the jurisdictions in which the holders of the warrants reside, the Company will not be required to net cash settle or cash settle the warrant exercise, the warrants may have no value, the market for the warrants may be limited and the warrants may expire worthless. Redemption of warrants Once the warrants become exercisable, the Company 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 the common stock equals or exceeds $18.00 (as adjusted for share sub-divisions, share dividends, reorganizations and recapitalizations) for any 20 trading days within a 30 trading-day period commencing after the warrants become exercisable and ending three trading days before the Company sends the notice of redemption, and ● if, and only if, there is a current registration statement in effect with respect to the issuance of the 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. If the Company calls the warrants for redemption as described above, the 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 warrants in exchange 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 surrendered warrants, multiplied by the difference between the exercise price of the surrendered warrants and the fair market value by (y) the fair market value. The “fair market value” for this purpose shall mean the average reported last sale price of the common stock for the 10 trading days ending on the trading day prior to the date of exercise. For example, if a holder held 150 warrants and the fair market value on the trading date prior to exercise was $15.00, that holder would receive 35 shares without the payment of any additional cash consideration. If an exemption from registration is not available, holders will not be able to exercise their warrants on a cashless basis. |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2023 | |
Fair Value Measurements | |
Fair Value Measurements | Note 8 — Fair Value Measurements At September 30, 2023, substantially all of the assets held in the Trust Account were held in money market funds which are invested primarily in U.S. Treasury securities. In accordance with ASC 320, “Investments—Debt Securities”, the Company classifies its investments in money market funds as trading securities. At September 30, 2023, the Company had $17,709,095 in its Trust Account. The estimated fair values of investments held in Trust Account are determined using available market information. Fair values of these investments are determined by Level 1 inputs utilizing quoted prices (unadjusted) in active markets for identical assets. As of December 31, 2022, assets held in the Trust Account were held in cash and US Treasury Bills. All of the Company’s investments in US Treasury Bills held in the Trust Account are classified as held-to-maturity securities. Held-to-maturity securities are presented on the balance sheet at amortizable cost at inception and at the end of each subsequent reporting period. A reconciliation from amortized cost basis to net carrying amount and fair value is provided below for the Company’s held-to-maturity investments: December 31, 2022 Held-to-maturity investments, amortized cost basis $ 118,433,095 Interest earned on investments 307,051 Held-to-maturity investments, net carrying amount 118,740,146 Unrealized gain on investments 36,854 Held-to-maturity investments, fair value $ 118,177,000 There were no impairments with respect to the held-to-maturity investments as of December 31, 2022. All investments mature within one year of the date of these unaudited condensed financial statements; however, they are classified as non-current assets due to contractual restrictions that limit access to the cash and securities held in the Trust Account until the consummation of the Company’s initial Business Combination. |
Subsequent Events_2
Subsequent Events | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Subsequent Events | ||
Subsequent Events | Note 9 — Subsequent Events The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the unaudited condensed financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the unaudited condensed financial statements. In November 2023, the Company finalized the terms of the September Borrowings and issued additional notes to related parties (“November Notes”). The November Notes were for an aggregate of $ 600,000 . The November Notes are not interest bearing, and as an incentive for the November Notes, the investors were given an aggregate of 60,000 Founder Shares. The fair value of the November Notes will be recognized as a decrease in the principal value of the November Notes at the date of issuance and a component of shareholders equity. The principal value of the November Notes will accrete over time to the original issuance value over the life of the November Notes. The principal balance of the November Notes shall be payable upon consummation of an initial Business Combination. On October 20, 2023, the Company deposited $81,747 in the Trust Account extending the Extension date to December 20, 2023. | Note 10 — Subsequent Events The Company 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, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statemen ts. |
Significant Accounting Polici_7
Significant Accounting Policies (Policies) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Significant Accounting Policies | ||
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed financial statements of the Company are presented in conformity with accounting principles generally accepted in the United States of America (“US GAAP”) and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”). Accordingly, they do not include all of the information and footnotes required by GAAP. In the opinion of management, the unaudited condensed financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the periods presented. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2022 as filed with the SEC on March 31, 2023, which contains the audited financial statements and notes thereto. The interim results for the three and nine months ended September 30, 2023 are not necessarily indicative of the results to be expected for the year ending December 31, 2023 or for any future interim periods. | Basis of Presentation The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. |
Emerging Growth Company Status | Emerging Growth Company Status 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 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 unaudited condensed financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. | Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section2(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 Section404 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 approval of any golden parachute payments not previously approved. Further, Section102(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 financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. |
Use of Estimates | Use of Estimates The preparation of unaudited condensed financial statements in conformity with US 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 unaudited condensed financial statements and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgement. 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 unaudited condensed financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, actual results could differ from those estimates. | Use of Estimates The preparation of financial statements in conformity with US 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 financial statements and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgement. 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, actual results could differ from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did no t have any cash equivalents as of September 30, 2023 and December 31, 2022 other than those in the Trust Account. | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2022 and 2021 other than those in the Trust Account. |
Cash and Securities Held in Trust Account | Cash and Securities Held in Trust Account At September 30, 2023, substantially all of the assets held in the Trust Account were held in money market funds which are invested primarily in U.S. Treasury securities. All of the Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of investments held in the Trust Account are included in interest earned on investments held in Trust Account in the accompanying condensed statements of operations. The estimated fair values of investments held in Trust Account are determined using available market information. Fair values of these investments are determined by Level 1 inputs utilizing quoted prices (unadjusted) in active markets for identical assets. As of December 31, 2022, assets held in the Trust Account were held in cash and US Treasury Bills. Net proceeds of the sale of the Units in the Public Offering and the sale of the Private Placement Units were placed in the Trust Account which are only be invested in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations. All of the Company’s investments in US Treasury Bills held in the Trust Account are classified as held-to-maturity securities. Held-to-maturity securities are presented on the balance sheet at amortizable cost at inception and at the end of each subsequent reporting period. Interest earned on the investments during each reporting period is recorded at the end of each reporting period and is reported as interest earned on investments held in Trust Account in the accompanying condensed statements of operations. | Cash and Securities Held in Trust Account As of December 31, 2022 and 2021, the company had $118,742,928 and $117,310,928, respectively, in cash and securities held in the trust account which were invested in US Treasury bills. Net proceeds of the sale of the Units in the Public Offering and the sale of the Private Placement Units were placed in the Trust Account which will only be invested in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations. All of the Company’s investments held in the trust account are classified as held-to-maturity securities. Held-to-maturity securities are presented on the balance sheet at amortizable cost at inception and at the end of each subsequent reporting period. Interest earned on the investments during each reporting period is recorded at the end of each reporting period and is reported as interest income in the accompanying statements of operations. |
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 the FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheets, primarily due to its short-term nature. | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheets, primarily due to its short-term nature. |
Fair Value Measurements | Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The Company’s financial instruments are classified as either Level 1, Level 2 or Level 3. These tiers include: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. | |
Common Stock Subject to Possible Redemption | Common Stock Subject to Possible Redemption The Company accounts for its common stock subject to possible redemption in accordance with the guidance in FASB ASC Topic 480 “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption (if any) is classified as a liability instrument and measured at fair value. Conditionally redeemable common stock (including shares of common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s Common stock will feature certain redemption rights that are considered to be outside of the Company’s control and will be subject to the occurrence of uncertain future events. Accordingly, common stock subject to possible redemption will be presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheets. | Common Stock Subject to Possible Redemption The Company accounts for its common stock subject to possible redemption in accordance with the guidance in FASB ASC Topic 480 “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption (if any) is classified as a liability instrument and measured at fair value. Conditionally redeemable common stock (including shares of common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s Common stock will feature certain redemption rights that are considered to be outside of the Company’s control and will be subject to the occurrence of uncertain future events. Accordingly, common stock subject to possible redemption will be presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheets. |
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 Topic 815, “Derivatives and Hedging”. Derivative instruments are initially recorded at fair value on the grant date and re-valued at each reporting date, with changes in the fair value reported in the statements of operations. Derivative assets and liabilities are classified in the balance sheets as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. | 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 Topic 815, “Derivatives and Hedging”. Derivative instruments are initially recorded at fair value on the grant date and re-valued at each reporting date, with changes in the fair value reported in the statements of operations. Derivative assets and liabilities are classified in the balance sheets as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. |
Income Taxes | Income Taxes The Company accounts for income taxes under ASC 740, “Income Taxes.” ASC 740, Income Taxes, requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the unaudited condensed financial statements and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. As of September 30, 2023 and December 31, 2022, the Company’s deferred tax asset had a full valuation allowance recorded against it. While ASC 740 identifies usage of an effective annual tax rate for purposes of an interim provision, it does allow for estimating individual elements in the current period if they are significant, unusual or infrequent. Computing the effective tax rate for the Company is complicated due to the potential impact of the timing of any Business Combination expenses and the actual interest income that will be recognized during the year. The Company has taken a position as to the calculation of income tax expense in a current period based on ASC 740-270-25-3 which states, “If an entity is unable to estimate a part of its ordinary income (or loss) or the related tax (benefit) but is otherwise able to make a reasonable estimate, the tax (or benefit) applicable to the item that cannot be estimated shall be reported in the interim period in which the item is reported.” The Company believes its calculation to be a reliable estimate and allows it to properly take into account the usual elements that can impact its annualized book income and its impact on the effective tax rate. As such, the Company is computing its taxable loss and associated income tax provision based on actual results through September 30, 2023. The Company’s effective tax rate was (5)% and 36 % for the three months ended September 30, 2023 and 2022, respectively, and (40)% and 651% for the nine months ended September 30, 2023 and 2022, respectively. The effective tax rate differs from the statutory tax rate of 21 % for the three and nine months ended September 30, 2023 and 2022, due to the valuation allowance on the deferred tax assets. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of September 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 has identified the United States as its only “major” tax jurisdiction. The Company is subject to income taxation by major taxing authorities since inception. These examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. | Income Taxes The Company accounts for income taxes under FASB ASC 740, “Income Taxes” (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statement and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no 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 has identified the United States as its only “major” tax jurisdiction. The Company is subject to income tax examinations by major taxing authorities since inception. These examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. |
Warrants | Warrants The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in FASB ASC 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own common stock and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all of the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. The Company accounts for its outstanding warrants as equity-classified instruments. | Warrants The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in FASB ASC 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own common stock and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all of the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. The Company accounts for its outstanding warrants as equity-classified instruments. |
Net (Loss) Income Per Common Stock | Net (Loss) Income Per Common Stock The Company complies with the accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” Net (loss) income per common stock is computed by dividing net (loss) income by the weighted average number of shares of common stock outstanding during the period. At September 30, 2023 and 2022, the Company did not have any dilutive securities and 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 loss per common stock is the same as basic (loss) income per common stock for the period presented. The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net (loss) income per share for each component of common stock for the three and nine months ended September 30, 2023 and 2022: For the Three Months Ended September 30, For the Nine Months Ended September 30, 2023 2022 2023 2022 Redeemable Non-redeemable Redeemable Non-redeemable Redeemable Non-redeemable Redeemable Non-redeemable Basic and diluted net (loss) income per common stock: Numerator: Allocation of net (loss) income $ (647,566) $ (281,188) $ 140,679 $ 43,427 $ (964,134) $ (418,650) $ (101,639) $ (31,375) Denominator: Basic and diluted weighted-average shares outstanding 8,175,512 3,550,000 11,500,000 3,550,000 8,175,512 3,550,000 11,500,000 3,550,000 Basic and diluted net (loss) income per share $ (0.08) $ (0.08) $ 0.01 $ 0.01 $ (0.12) $ (0.12) $ (0.01) $ (0.01) | Net Income (Loss) Per Common Stock The Company complies with the accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” Net income (loss) per common stock is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. At December 31, 2022 and 2021, the Company did not have any dilutive securities and 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 income (loss) per common stock is the same as basic income (loss) per common stock for the period presented. The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net income (loss) per share for each component of common stock for the year ended December 31, 2022 and for the period from May 14, 2021 (inception) through December 31, 2021: For the period from May 14, 2021 For the Year Ended (inception) through December 31, December 31, 2022 2021 Non- Non- Redeemable redeemable Redeemable redeemable Basic and diluted net income (loss) per common stock: Numerator: Allocation of net income (loss) $ 28,166 $ 8,695 $ (239,923) $ (174,031) Denominator: Basic and diluted weighted-average shares outstanding 11,500,000 3,550,000 3,568,966 2,588,793 Basic and diluted net income (loss) per share $ 0.00 $ 0.00 $ (0.07) $ (0.07) |
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. At September 30, 2023 and December 31, 2022, the Company had not experienced losses on this account. | 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. At December 31, 2022 and 2021, the Company had not experienced losses on this account. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Management does not believe that any other recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s unaudited condensed financial statements. | Recent Accounting Pronouncements In August 2020, the FASB issued ASU No. 2020-06, Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”), which simplifies the accounting for convertible instruments. The guidance removes certain accounting models that separate the embedded conversion features from the host contract for convertible instruments. ASU 2020-06 allows for a modified or full retrospective method of transition. For smaller reporting companies, this update is effective for fiscal years beginning after December 15, 2023, and interim periods within those fiscal years. Early adoption is permitted. We are currently evaluating the impact this change will have on our financial statements. Management does not believe that any other recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. |
Significant Accounting polici_8
Significant Accounting policies (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Significant Accounting Policies | ||
Schedule of reconciliation of the numerator and denominator used to compute basic and diluted net (loss) income per share | For the Three Months Ended September 30, For the Nine Months Ended September 30, 2023 2022 2023 2022 Redeemable Non-redeemable Redeemable Non-redeemable Redeemable Non-redeemable Redeemable Non-redeemable Basic and diluted net (loss) income per common stock: Numerator: Allocation of net (loss) income $ (647,566) $ (281,188) $ 140,679 $ 43,427 $ (964,134) $ (418,650) $ (101,639) $ (31,375) Denominator: Basic and diluted weighted-average shares outstanding 8,175,512 3,550,000 11,500,000 3,550,000 8,175,512 3,550,000 11,500,000 3,550,000 Basic and diluted net (loss) income per share $ (0.08) $ (0.08) $ 0.01 $ 0.01 $ (0.12) $ (0.12) $ (0.01) $ (0.01) | For the period from May 14, 2021 For the Year Ended (inception) through December 31, December 31, 2022 2021 Non- Non- Redeemable redeemable Redeemable redeemable Basic and diluted net income (loss) per common stock: Numerator: Allocation of net income (loss) $ 28,166 $ 8,695 $ (239,923) $ (174,031) Denominator: Basic and diluted weighted-average shares outstanding 11,500,000 3,550,000 3,568,966 2,588,793 Basic and diluted net income (loss) per share $ 0.00 $ 0.00 $ (0.07) $ (0.07) |
Initial Public Offering (Tabl_2
Initial Public Offering (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Initial Public Offering | ||
Schedule of common stock reflected on the balance sheets | Common stock of shares subject to possible redemption at December 31, 2021 $ 117,300,000 Plus: Remeasurement of carrying value to redemption value 1,154,587 Common stock of shares subject to possible redemption at December 31, 2022 118,454,587 Less: Redemption (102,897,540) Plus: Extension funding 490,484 Remeasurement of carrying value to redemption value 1,489,626 Common stock of shares subject to possible redemption at September 30, 2023 $ 17,537,157 | As of December 31, 2022 and 2021, the common stock reflected on the balance sheets are reconciled in the following table: Gross proceeds $ 115,000,000 Less: Proceeds allocated to Public Warrants (5,518,451) Redeemable common stock issuance costs (2,686,076) Plus: Remeasurement of carrying value to redemption value 10,504,527 Common stock of shares subject to possible redemption at December 31, 2021 $ 117,300,000 Plus: Remeasurement of carrying value to redemption value 1,154,587 Common stock of shares subject to possible redemption at December 31, 2022 $ 118,454,587 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Fair Value Measurements | ||
Schedule of reconciliation from amortized cost basis to net carrying amount and fair value | December 31, 2022 Held-to-maturity investments, amortized cost basis $ 118,433,095 Interest earned on investments 307,051 Held-to-maturity investments, net carrying amount 118,740,146 Unrealized gain on investments 36,854 Held-to-maturity investments, fair value $ 118,177,000 | December 31, December 31, 2022 2021 Held-to-maturity investments, amortized cost basis $ 118,433,095 $ 117,299,993 Interest earned on investments 307,051 10,928 Held-to-maturity investments, net carrying amount 118,740,146 117,310,921 Unrealized gain on investments 36,854 1,912 Held-to-maturity investments, fair value $ 118,177,000 $ 117,312,833 |
Organization and Business Ope_4
Organization and Business Operations (Details) | 2 Months Ended | 3 Months Ended | 8 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||||
Dec. 20, 2023 | Nov. 20, 2023 USD ($) | Oct. 20, 2023 USD ($) | Apr. 14, 2023 $ / shares shares | Dec. 05, 2022 USD ($) $ / shares shares | Oct. 21, 2021 USD ($) $ / shares shares | Oct. 18, 2021 shares | May 31, 2023 USD ($) | Sep. 30, 2023 USD ($) $ / shares shares | Sep. 30, 2022 USD ($) | Dec. 31, 2021 USD ($) shares | Sep. 30, 2023 USD ($) $ / shares shares | Sep. 30, 2022 USD ($) | Dec. 31, 2022 USD ($) $ / shares shares | Dec. 31, 2021 USD ($) | |
Organization and Business Operations | |||||||||||||||
Purchase price, per unit | $ / shares | $ 10.20 | ||||||||||||||
Condition for future business combination use of proceeds percentage | 80 | 80 | |||||||||||||
Condition for future business combination threshold percentage ownership | 50 | 50 | |||||||||||||
Share price | $ / shares | $ 10 | ||||||||||||||
Obligation to redeem public shares if entity does not complete a business combination (as a percent) | 100% | 100% | 100% | ||||||||||||
Redemption of shares calculated based on business days prior to consummation of business combination (in days) | 10 days | ||||||||||||||
Withdrew from trust account to pay taxes | $ 0 | $ 0 | $ 103,515,624 | $ 0 | $ 307,146 | $ 0 | |||||||||
Market price | $ / shares | $ 12.50 | ||||||||||||||
Business combination revenue | $ 68,500,000 | ||||||||||||||
Cash | 27,900 | $ 931,271 | 27,900 | 222,266 | $ 931,271 | ||||||||||
Working capital deficit | 2,827,292 | 2,827,292 | 124,865 | ||||||||||||
Share issued value other | $ 100,000,000 | ||||||||||||||
Share issued during period (in shares) | shares | 250,000 | ||||||||||||||
Amount deposited into trust account | $ 117,300,000 | ||||||||||||||
Proceeds from related party | 181,819 | ||||||||||||||
Outstanding working capital loans | 0 | 0 | $ 0 | ||||||||||||
Business combination fees in cash | 660,000 | 660,000 | |||||||||||||
Business combination fees in stock | $ 6,525,000 | $ 6,525,000 | |||||||||||||
Subsequent event | |||||||||||||||
Organization and Business Operations | |||||||||||||||
Amount deposited into trust account | $ 81,747 | ||||||||||||||
Cash deposited into trust account | $ 81,747 | ||||||||||||||
Common Stock | |||||||||||||||
Organization and Business Operations | |||||||||||||||
Share issued during period (in shares) | shares | 2,875,000 | ||||||||||||||
Common stock subject to possible redemption | shares | 9,865,056 | ||||||||||||||
Monthly extension | Common Stock | |||||||||||||||
Organization and Business Operations | |||||||||||||||
Deposit into trust account price per share | $ / shares | $ 0.05 | ||||||||||||||
Class A Common Stock | |||||||||||||||
Organization and Business Operations | |||||||||||||||
Obligation to redeem public shares if entity does not complete a business combination (as a percent) | 100% | ||||||||||||||
Class A Common Stock | Monthly extension | |||||||||||||||
Organization and Business Operations | |||||||||||||||
Cash deposited into trust account | $ 490,484 | ||||||||||||||
Earnout shares | |||||||||||||||
Organization and Business Operations | |||||||||||||||
Market price | $ / shares | $ 12.50 | $ 12.50 | $ 12.50 | ||||||||||||
Business combination revenue | $ 68,500,000 | $ 68,500,000 | |||||||||||||
Share issued during period (in shares) | shares | 2,400,000 | 2,400,000 | 2,400,000 | ||||||||||||
Warrants | |||||||||||||||
Organization and Business Operations | |||||||||||||||
Share price | $ / shares | $ 9.20 | $ 9.20 | $ 9.20 | ||||||||||||
Private Placement Warrants | |||||||||||||||
Organization and Business Operations | |||||||||||||||
Number of shares received by the holder | shares | 675,000 | ||||||||||||||
Initial public offering | |||||||||||||||
Organization and Business Operations | |||||||||||||||
Sale of units, net of underwriting discounts (in shares) | shares | 11,500,000 | ||||||||||||||
Purchase price, per unit | $ / shares | $ 10 | ||||||||||||||
Proceeds from issuance initial public offering | $ 115,000,000 | ||||||||||||||
Payments for investment of cash in Trust Account | $ 117,300,000 | ||||||||||||||
Share price | $ / shares | $ 10.20 | ||||||||||||||
Obligation to redeem public shares if entity does not complete a business combination (as a percent) | 100% | 100% | |||||||||||||
Cash | $ 24,991 | ||||||||||||||
Working capital | $ 1,463,454 | ||||||||||||||
Percentage of redeem | 100% | ||||||||||||||
Common stock subject to possible redemption | shares | 11,500,000 | ||||||||||||||
Initial public offering | Common Stock | |||||||||||||||
Organization and Business Operations | |||||||||||||||
Share issued during period (in shares) | shares | 1,634,944 | ||||||||||||||
Redemption of common stock shares remaining outstanding | shares | 5,184,944 | ||||||||||||||
Initial public offering | Monthly extension | Common Stock | |||||||||||||||
Organization and Business Operations | |||||||||||||||
Additional months of election | 8 months | ||||||||||||||
Private placement | |||||||||||||||
Organization and Business Operations | |||||||||||||||
Number of shares received by the holder | shares | 675,000 | 675,000 | |||||||||||||
Price of warrant | $ / shares | $ 10 | ||||||||||||||
Proceeds from private placement units | $ 6,750,000 | $ 6,750,000 | |||||||||||||
Private placement | Private Placement Warrants | |||||||||||||||
Organization and Business Operations | |||||||||||||||
Number of shares received by the holder | shares | 675,000 | 506,250 | 506,250 | 506,250 | |||||||||||
Price of warrant | $ / shares | $ 10 | ||||||||||||||
Proceeds from private placement units | $ 6,750,000 | ||||||||||||||
Over-allotment option | |||||||||||||||
Organization and Business Operations | |||||||||||||||
Sale of units, net of underwriting discounts (in shares) | shares | 1,500,000 | ||||||||||||||
Purchase price, per unit | $ / shares | $ 10 | ||||||||||||||
Over-allotment option | Private Placement Warrants | |||||||||||||||
Organization and Business Operations | |||||||||||||||
Price of warrant | $ / shares | $ 10 | ||||||||||||||
Sponsor | |||||||||||||||
Organization and Business Operations | |||||||||||||||
Proceeds from related party | $ 25,000 | $ 25,000 | |||||||||||||
Working capital | $ 1,000,000 | ||||||||||||||
Sponsor | Private placement | Private Placement Warrants | |||||||||||||||
Organization and Business Operations | |||||||||||||||
Proceeds from private placement units | $ 2,150,000 | ||||||||||||||
Promissory note with related party | |||||||||||||||
Organization and Business Operations | |||||||||||||||
Maximum borrowing capacity of related party promissory note | $ 400,000 | 400,000 | 400,000 | ||||||||||||
Repayment of promissory note - related party | $ 323,190 | $ 323,190 |
Significant Accounting Polici_9
Significant Accounting Policies (Details) - USD ($) | 3 Months Ended | 8 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2021 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Significant Accounting Policies | ||||||
Cash | $ 0 | $ 0 | $ 0 | $ 0 | ||
Effective tax rate | (5.00%) | 36% | 0% | (40.00%) | 651% | (89.50%) |
Statutory tax rate | 21% | 21% | 21% | 21% | 21% | 21% |
Unrecognized tax benefits | $ 0 | $ 0 | $ 0 | $ 0 | ||
Unrecognized tax benefits accrued for interest and penalties | $ 0 | $ 0 | $ 0 | $ 0 |
Significant Accounting Polic_10
Significant Accounting Policies - Net (Loss) Income Per Common Stock (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 8 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Jun. 30, 2022 | Dec. 31, 2021 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Common stock, redeemable shares | |||||||
Significant Accounting Policies | |||||||
Allocation of net (loss) income | $ (647,566) | $ 140,679 | $ (239,923) | $ (964,134) | $ (101,639) | $ 28,166 | |
Basic weighted average shares outstanding | 8,175,512 | 11,500,000 | 3,568,966 | 8,175,512 | 11,500,000 | 11,500,000 | |
Diluted weighted average shares outstanding | 8,175,512 | 11,500,000 | 3,568,966 | 8,175,512 | 11,500,000 | 11,500,000 | |
Basic net (loss) income per share | $ (0.08) | $ 0.01 | $ (0.07) | $ (0.12) | $ (0.01) | $ 0 | |
Diluted net (loss) income per share | $ (0.08) | $ 0.01 | $ (0.07) | $ (0.12) | $ (0.01) | $ 0 | |
Common stock, non-redeemable shares | |||||||
Significant Accounting Policies | |||||||
Allocation of net (loss) income | $ (281,188) | $ 43,427 | $ (174,031) | $ (418,650) | $ (31,375) | $ 8,695 | |
Basic weighted average shares outstanding | 3,550,000 | 3,550,000 | 2,588,793 | 3,550,000 | 3,550,000 | 3,550,000 | |
Diluted weighted average shares outstanding | 3,550,000 | 3,550,000 | 3,550,000 | 2,588,793 | 3,550,000 | 3,550,000 | 3,550,000 |
Basic net (loss) income per share | $ (0.08) | $ 0.01 | $ (0.07) | $ (0.12) | $ (0.01) | $ 0 | |
Diluted net (loss) income per share | $ (0.08) | $ 0.01 | $ (0.01) | $ (0.07) | $ (0.12) | $ (0.01) | $ 0 |
Initial Public Offering (Deta_2
Initial Public Offering (Details) - $ / shares | Oct. 21, 2021 | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 21, 2021 |
Initial Public Offering | ||||
Purchase price, per unit | $ 10.20 | |||
Number of shares per warrant | 1 | 1 | ||
Initial public offering | ||||
Initial Public Offering | ||||
Number of units sold | 11,500,000 | |||
Purchase price, per unit | $ 10 | |||
Number of shares in a unit | 1 | |||
Number of shares per warrant | 1 | 1 | ||
Exercise price of warrants | $ 11.50 | $ 11.50 | ||
Common stock subject to possible redemption | 11,500,000 | |||
Initial public offering | Public warrants | ||||
Initial Public Offering | ||||
Number of units sold | 8,625,000 | |||
Number of shares in a unit | 1 | |||
Number of warrants in a unit | 0.75 | |||
Number of shares per warrant | 1 | |||
Exercise price of warrants | $ 11.50 | |||
Over-allotment option | ||||
Initial Public Offering | ||||
Number of units sold | 1,500,000 | |||
Purchase price, per unit | $ 10 |
Initial Public Offering - Commo
Initial Public Offering - Common Stock Reflected on the Balance Sheet (Details) - USD ($) | 8 Months Ended | 9 Months Ended | 12 Months Ended |
Dec. 31, 2021 | Sep. 30, 2023 | Dec. 31, 2022 | |
Initial Public Offering | |||
Common stock of shares subject to possible redemption beginning | $ 118,454,587 | $ 117,300,000 | |
Redemption | (102,897,540) | ||
Extension funding | 490,484 | ||
Remeasurement of carrying value to redemption value | $ 10,504,527 | 1,489,626 | 1,154,587 |
Common stock of shares subject to possible redemption ending | $ 117,300,000 | $ 17,537,157 | $ 118,454,587 |
Private Placement (Details)_2
Private Placement (Details) | 9 Months Ended | 12 Months Ended | |
Oct. 21, 2021 USD ($) D $ / shares shares | Sep. 30, 2023 shares | Dec. 31, 2022 USD ($) D shares | |
Private Placement | |||
Number of shares per warrant | 1 | 1 | |
Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | D | 30 | 30 | |
Obligation to redeem public shares if entity does not complete a business combination (as a percent) | 100% | 100% | 100% |
Private Placement Warrants | |||
Private Placement | |||
Sale of private placement units | 675,000 | ||
Private placement | |||
Private Placement | |||
Sale of private placement units | 675,000 | 675,000 | |
Price of warrants | $ / shares | $ 10 | ||
Aggregate purchase price | $ | $ 6,750,000 | $ 6,750,000 | |
Number of shares in a unit | 1 | ||
Private placement | Private Placement Warrants | |||
Private Placement | |||
Sale of private placement units | 675,000 | 506,250 | 506,250 |
Price of warrants | $ / shares | $ 10 | ||
Aggregate purchase price | $ | $ 6,750,000 | ||
Number of shares in a unit | 1 | ||
Number of shares per warrant | 0.75 | 1 |
Related Party Transactions - _2
Related Party Transactions - Founder Shares (Details) | 1 Months Ended | 9 Months Ended | 12 Months Ended | ||
Oct. 21, 2021 shares | Oct. 18, 2021 shares | Jun. 30, 2021 USD ($) shares | Sep. 30, 2023 | Dec. 31, 2022 | |
Related Party Transactions | |||||
Share issued during period (in shares) | 250,000 | ||||
Initial public offering | |||||
Related Party Transactions | |||||
Sale of units, net of underwriting discounts (in shares) | 11,500,000 | ||||
Founder shares | Initial public offering | |||||
Related Party Transactions | |||||
Sale of units, net of underwriting discounts (in shares) | 11,500,000 | ||||
Percentage of outstanding shares after IPO | 20 | ||||
Founder shares | Sponsor | Class B common stock | |||||
Related Party Transactions | |||||
Aggregate purchase price | $ | $ 25,000 | ||||
Share issued during period (in shares) | 2,875,000 | ||||
Restricted period to transfer, assign or sell | 9 months | 9 months | |||
Warrants exercisable term | 5 years | 5 years |
Related Party Transactions - _3
Related Party Transactions - Additional Information (Details) - USD ($) | 2 Months Ended | 3 Months Ended | 8 Months Ended | 9 Months Ended | 12 Months Ended | ||||||
Oct. 18, 2021 | May 31, 2023 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2021 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Apr. 30, 2023 | Oct. 21, 2021 | |
Related Party Transactions | |||||||||||
Outstanding balance of related party loans | $ 981,460 | $ 981,460 | |||||||||
Proceeds from issuance of promissory note | 981,460 | ||||||||||
Proceeds from related party | 181,819 | ||||||||||
Debt instrument, maturity date | Feb. 15, 2023 | ||||||||||
Chief Executive Officer | |||||||||||
Related Party Transactions | |||||||||||
Debt instrument, face amount | $ 600,000 | ||||||||||
Debt instrument, interest rate during period | 10% | ||||||||||
Debt instrument, maturity date | Feb. 15, 2023 | ||||||||||
Debt instrument, convertible, conversion price | $ 0.01 | ||||||||||
Chief Executive Officer | Maximum | |||||||||||
Related Party Transactions | |||||||||||
Debt instrument, interest rate during period | 12% | ||||||||||
Sponsor | |||||||||||
Related Party Transactions | |||||||||||
Working capital | $ 1,000,000 | ||||||||||
Proceeds from related party | 25,000 | $ 25,000 | |||||||||
Business Combination Agreement | |||||||||||
Related Party Transactions | |||||||||||
Consideration of sale of stock for business acquisition | $ 0 | ||||||||||
Business Combination Agreement | Maximum | |||||||||||
Related Party Transactions | |||||||||||
Founder shares granted | 500,000 | ||||||||||
Promissory note with related party | |||||||||||
Related Party Transactions | |||||||||||
Proceeds from related party | 181,819 | ||||||||||
Administrative service fee | $ 24,516 | 120,000 | |||||||||
Unsecured Promissory Note with Related Party | |||||||||||
Related Party Transactions | |||||||||||
Maximum borrowing capacity of related party promissory note | 400,000 | 400,000 | $ 400,000 | ||||||||
Outstanding balance of related party loans | 0 | 0 | 0 | 0 | $ 0 | ||||||
Administrative support agreement | |||||||||||
Related Party Transactions | |||||||||||
Expenses per month | $ 10,000 | ||||||||||
Accrued administrative fee expense | 81,356 | 21,356 | $ 24,516 | ||||||||
Administrative service fee | 30,000 | $ 90,000 | 30,000 | $ 90,000 | |||||||
Administrative support agreement | Lawson Gow | |||||||||||
Related Party Transactions | |||||||||||
Administrative service fee paid | $ 100,000 | 100,000 | |||||||||
Related party loans | |||||||||||
Related Party Transactions | |||||||||||
Outstanding balance of related party loans | 0 | 0 | 0 | ||||||||
Loan conversion agreement warrant | $ 1,000,000 | $ 1,000,000 | $ 1,000,000 | ||||||||
Conversion of notes, units issued | 100,000 | 100,000 | |||||||||
Founder shares granted | $ 1,000,000 | ||||||||||
Related party loans | Working capital loans warrant | |||||||||||
Related Party Transactions | |||||||||||
Price of warrant | $ 10 | $ 10 | $ 10 | ||||||||
Promissory Notes | Sponsor | |||||||||||
Related Party Transactions | |||||||||||
Working capital | $ 1,000,000 | ||||||||||
Founder shares granted | 165,598 | ||||||||||
Duration of right to extend repayment | 12 months | ||||||||||
Proceeds from issuance of promissory note | $ 981,460 | ||||||||||
Proceeds from issuance of notes | $ 1,616,132 | ||||||||||
Multiple Lenders | |||||||||||
Related Party Transactions | |||||||||||
Founder shares granted | 300,000 | ||||||||||
Multiple Lenders | Business Combination Agreement | |||||||||||
Related Party Transactions | |||||||||||
Founder shares granted | 165,598 |
Commitments and Contingencies_3
Commitments and Contingencies (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||||
Apr. 14, 2023 | Dec. 05, 2022 | Oct. 21, 2021 | Oct. 18, 2021 | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Commitments and Contingencies | ||||||||||
Percentage of gross proceeds from business combination | 6% | |||||||||
Percentage of aggregate transaction on advisory fees | 2% | |||||||||
Share issued during period (in shares) | 250,000 | |||||||||
Percentage of marketing agreement advisory fee | 50% | |||||||||
Legal fees | $ 95,862 | $ 10,500 | $ 241,380 | $ 31,500 | $ 297,453 | $ 3,500 | ||||
Loss contingency unpaid value | 132,101 | $ 223,748 | $ 3,500 | |||||||
Market price | $ 12.50 | |||||||||
Business combination revenue | $ 68,500,000 | |||||||||
Right to redeem public shares exercised | 9,865,056 | |||||||||
Aggregate amount available in trust account | $ 102,897,540 | |||||||||
Excise tax payable | $ 1,028,975 | $ 1,028,975 | ||||||||
Craig-Hallum | ||||||||||
Commitments and Contingencies | ||||||||||
Share issued during period (in shares) | 125,000 | |||||||||
Earnout shares | ||||||||||
Commitments and Contingencies | ||||||||||
Share issued during period (in shares) | 2,400,000 | 2,400,000 | 2,400,000 | |||||||
Market price | $ 12.50 | $ 12.50 | $ 12.50 | |||||||
Business combination revenue | $ 68,500,000 | $ 68,500,000 | ||||||||
Initial public offering | ||||||||||
Commitments and Contingencies | ||||||||||
Cash underwriting fee, percentage | 3.50% | 3.50% | ||||||||
Cash underwriting fee payable | $ 4,025,000 | $ 4,025,000 |
Stockholders' (Deficit) Equit_4
Stockholders' (Deficit) Equity - Preferred Stock (Details) - $ / shares | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Stockholders' (Deficit) Equity | |||
Preferred Stock, shares authorized | 1,000,000 | 1,000,000 | 1,000,000 |
Preferred Stock, par value, (per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Preferred Stock, shares issued | 0 | 0 | 0 |
Preferred Stock, shares outstanding | 0 | 0 | 0 |
Stockholders' (Deficit) Equit_5
Stockholders' (Deficit) Equity - Common Stock (Details) | Sep. 30, 2023 Vote $ / shares shares | Dec. 31, 2022 Vote $ / shares shares | Dec. 31, 2021 $ / shares shares |
Stockholders' (Deficit) Equity | |||
Common stock, shares authorized (in shares) | 100,000,000 | 100,000,000 | 100,000,000 |
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common stock, votes per share | Vote | 1 | 1 | |
Common stock, shares issued (in shares) | 3,550,000 | 3,550,000 | |
Common stock, shares outstanding (in shares) | 3,550,000 | 3,550,000 | |
Common stock subject to possible redemption | |||
Stockholders' (Deficit) Equity | |||
Common stock, shares outstanding (in shares) | 11,500,000 | 11,500,000 | |
Redemption of common stock stock outstanding | 1,634,944 | 11,500,000 | 11,500,000 |
Common stock not subject to possible redemption | |||
Stockholders' (Deficit) Equity | |||
Common stock, shares issued (in shares) | 3,550,000 | 3,550,000 | |
Common stock, shares outstanding (in shares) | 3,550,000 | 3,550,000 |
Stockholders' (Deficit) Equit_6
Stockholders' (Deficit) Equity- Warrants (Details) | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2023 item D $ / shares shares | Dec. 31, 2022 D $ / shares shares | Dec. 05, 2022 $ / shares | Dec. 21, 2021 shares | Oct. 21, 2021 $ / shares shares | |
Stockholders' (Deficit) Equity | |||||
Number of shares per warrant | shares | 1 | 1 | |||
Share price | $ 10 | ||||
Redemption of warrants | |||||
Stockholders' (Deficit) Equity | |||||
Number of warrants held | shares | 150 | 150 | |||
Fair market value of warrants on trading date prior to exercise | $ 15 | $ 15 | |||
Number of shares received by the holder | shares | 35 | 35 | |||
Redemption of warrants when the price per ordinary share equals or exceeds $9.20 | |||||
Stockholders' (Deficit) Equity | |||||
Class of warrant or right adjustment of exercise price of warrants or rights percent based on market value and newly issued price | 180% | 180% | |||
Redemption of warrants when the price per ordinary share equals or exceeds $18.00 | |||||
Stockholders' (Deficit) Equity | |||||
Share price | $ 18 | $ 18 | |||
Class of warrant or right adjustment of exercise price of warrants or rights percent based on market value and newly issued price | 115% | 115% | |||
Redemption price per public warrant (in dollars per share) | $ 0.01 | $ 0.01 | |||
Redemption period | 30 days | 30 days | |||
Warrant redemption condition minimum share price | $ 18 | $ 18 | |||
Threshold trading days for redemption of public warrants | 20 days | 20 days | |||
Threshold consecutive trading days for redemption of public warrants | D | 30 | 30 | |||
Threshold number of business days before sending notice of redemption to warrant holders | 3 | 3 | |||
Redemption of warrants when price per share of class common stock equals or exceeds 10.00 | |||||
Stockholders' (Deficit) Equity | |||||
Threshold trading days for redemption of public warrants | 10 days | 10 days | |||
Warrants | |||||
Stockholders' (Deficit) Equity | |||||
Share price | $ 9.20 | $ 9.20 | |||
Percentage of gross proceeds on total equity proceeds threshold minimum | 60% | 60% | |||
Warrants | Redemption of warrants when the price per ordinary share equals or exceeds $9.20 | |||||
Stockholders' (Deficit) Equity | |||||
Share price | $ 9.20 | $ 9.20 | |||
Private Placement Warrants | |||||
Stockholders' (Deficit) Equity | |||||
Number of shares received by the holder | shares | 675,000 | ||||
Public warrants | |||||
Stockholders' (Deficit) Equity | |||||
Maximum threshold period for filing registration statement after business combination | 20 days | 20 days | |||
Warrant exercise period condition | 30 days | 30 days | |||
Public Warrants expiration term | 5 years | 5 years | |||
Period of time with in which registration statement is expected to become effective | 60 days | 60 days | |||
Initial public offering | |||||
Stockholders' (Deficit) Equity | |||||
Number of shares per warrant | shares | 1 | 1 | |||
Exercise price of warrants | $ 11.50 | $ 11.50 | |||
Share price | $ 10.20 | ||||
Initial public offering | Private Placement Warrants | |||||
Stockholders' (Deficit) Equity | |||||
Warrants outstanding | shares | 506,250 | 506,250 | |||
Initial public offering | Public warrants | |||||
Stockholders' (Deficit) Equity | |||||
Warrants outstanding | shares | 8,625,000 | 8,625,000 | |||
Number of shares per warrant | shares | 1 | ||||
Exercise price of warrants | $ 11.50 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) | 9 Months Ended | ||
Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Fair Value Measurements | |||
Held-to-maturity investments, maturity period | 1 year | ||
Investment held in trust account | $ 17,709,095 | $ 118,742,928 | $ 117,310,928 |
Fair Value Measurements - Recon
Fair Value Measurements - Reconciliation from amortized cost basis to net carrying amount and fair value (Details) - USD ($) | 8 Months Ended | 12 Months Ended |
Dec. 31, 2021 | Dec. 31, 2022 | |
Fair Value Measurements | ||
Held-to-maturity investments, amortized cost basis | $ 117,299,993 | $ 118,433,095 |
Interest earned on investments | 10,928 | 307,051 |
Held-to-maturity investments, net carrying amount | 117,310,921 | 118,740,146 |
Unrealized gain on investments | 1,912 | 36,854 |
Held-to-maturity investments, fair value | $ 117,312,833 | $ 118,177,000 |
Subsequent Events (Details)
Subsequent Events (Details) - Subsequent event - USD ($) | Oct. 20, 2023 | Nov. 30, 2023 |
Subsequent Events | ||
Cash deposited into trust account | $ 81,747 | |
Promissory note with related party | Investor | ||
Subsequent Events | ||
Aggregate borrowing capacity' | $ 600,000 | |
Number of founder shares issued | 60,000 |