Document And Entity Information
Document And Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Feb. 21, 2023 | Jun. 30, 2022 | |
Document Information Line Items | |||
Entity Registrant Name | Welsbach Technology Metals Acquisition Corp. | ||
Trading Symbol | WTMA | ||
Document Type | 10-K | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Common Stock, Shares Outstanding | 10,011,662 | ||
Entity Public Float | $ 76,735,922 | ||
Amendment Flag | false | ||
Entity Central Index Key | 0001866226 | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Well-known Seasoned Issuer | No | ||
Document Period End Date | Dec. 31, 2022 | ||
Document Fiscal Year Focus | 2022 | ||
Document Fiscal Period Focus | FY | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Entity Shell Company | true | ||
Entity Ex Transition Period | false | ||
ICFR Auditor Attestation Flag | false | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Entity File Number | 001-41183 | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 87-0106702 | ||
Entity Address, Address Line One | 160 S Craig Place | ||
Entity Address, City or Town | Lombard | ||
Entity Address, State or Province | IL | ||
Entity Address, Postal Zip Code | 60148 | ||
City Area Code | (217) | ||
Local Phone Number | 615-1216 | ||
Title of 12(b) Security | Common stock, $0.0001 par value per share | ||
Security Exchange Name | NASDAQ | ||
Entity Interactive Data Current | Yes | ||
Auditor Firm ID | 1195 | ||
Auditor Name | UHY LLP | ||
Auditor Location | New York |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 | ||
Current assets | ||||
Cash | $ 309,881 | $ 1,200,956 | ||
Prepaid expenses and other assets | 25,000 | 332,633 | ||
Total current assets | 334,881 | 1,533,589 | ||
Restricted cash | 213,182 | |||
Investment held in Trust Account | 79,645,156 | 75,000,011 | ||
TOTAL ASSETS | 80,193,219 | 76,533,600 | ||
Current liabilities | ||||
Accounts payable | 1,818,627 | |||
Due to affiliates | 205,663 | 79,673 | ||
Franchise tax payable | 163,384 | 60,750 | ||
Income taxes payable | 180,688 | |||
Convertible promissory note – related party | 1,545,537 | |||
Total current liabilities | 3,913,899 | 140,423 | ||
Deferred underwriting fee payable | 2,704,690 | 2,625,000 | ||
TOTAL LIABILITIES | 6,618,589 | 2,765,423 | ||
COMMITMENTS AND CONTINGENCIES (NOTE 6) | ||||
REDEEMABLE COMMON STOCK | ||||
Common Stock subject to possible redemption, $0.0001 par value, 7,727,686 and 7,500,000 shares at redemption value of $10.29 and $10.00 per share at December 31, 2022 and 2021, respectively | [1] | 79,514,266 | 75,000,000 | |
STOCKHOLDERS’ DEFICIT | ||||
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding at December 31, 2022 and 2021 | ||||
Common stock; $0.0001 par value; 100,000,000 shares authorized; 2,283,976 and 2,503,750 shares issued and outstanding at December 31, 2022 and 2021, respectively(1) | 228 | 250 | ||
Accumulated deficit | (5,939,864) | (1,232,073) | ||
TOTAL STOCKHOLDERS’ DEFICIT | (5,939,636) | (1,231,823) | [2] | |
TOTAL LIABILITIES, REDEEMABLE COMMON STOCK, AND STOCKHOLDERS’ DEFICIT | $ 80,193,219 | $ 76,533,600 | ||
[1] At December 31, 2021, included up to 281,250 shares of common stock subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters (see Note 5). At December 31, 2021, included up to 281,250 shares of common stock subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters (see Note 5). |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parentheticals) - $ / shares | Dec. 31, 2022 | Dec. 31, 2021 | |
Statement of Financial Position [Abstract] | |||
Common stock subject to possible redemption, par value (in Dollars per share) | [1] | $ 0.0001 | $ 0.0001 |
Common stock subject to shares at redemption | [1] | 7,727,686 | 7,500,000 |
Common stock subject to possible redemption, per share (in Dollars per share) | [1] | $ 10 | $ 10 |
Preferred stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | |
Preferred stock, shares issued | |||
Preferred stock, shares outstanding | |||
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | |
Common stock, shares authorized | 100,000,000 | 100,000,000 | |
Common stock, shares issued | 2,283,976 | 2,503,750 | |
Common stock, shares outstanding | 2,283,976 | 2,503,750 | |
[1] At December 31, 2021, included up to 281,250 shares of common stock subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters (see Note 5). |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 7 Months Ended | 12 Months Ended |
Dec. 31, 2021 | Dec. 31, 2022 | |
Operating expenses | ||
General and administrative | $ 7,865 | $ 3,131,190 |
Franchise tax | 60,750 | 200,000 |
Loss from operations | 68,615 | 3,331,190 |
Other income: | ||
Interest income from investments held in Trust Account | 11 | 1,121,159 |
Other income | 11 | 1,121,159 |
Loss before provision for income taxes | (68,604) | (2,210,031) |
Provision for income taxes | (180,688) | |
Net loss | $ (68,604) | $ (2,390,719) |
Redemption Feature | ||
Other income: | ||
Weighted average shares outstanding of common stock (in Shares) | 7,719,577 | |
Basic and diluted net loss per share of common stock (in Dollars per share) | $ (0.24) | |
No redemption Feature | ||
Other income: | ||
Weighted average shares outstanding of common stock (in Shares) | 1,785,218 | 2,281,786 |
Basic and diluted net loss per share of common stock (in Dollars per share) | $ (0.04) | $ (0.24) |
Consolidated Statements of Op_2
Consolidated Statements of Operations (Parentheticals) - $ / shares | 7 Months Ended | 12 Months Ended |
Dec. 31, 2021 | Dec. 31, 2022 | |
Redemption Feature | ||
Basic and diluted net loss per share of common stock | $ (0.24) | |
No redemption Feature | ||
Basic and diluted net loss per share of common stock | $ (0.04) | $ (0.24) |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders’ Deficit - USD ($) | Common stock | Additional paid-in capital | Accumulated deficit | Total | |
Balance at May. 26, 2021 | |||||
Balance (in Shares) at May. 26, 2021 | |||||
Issuance of common stock to Sponsor | $ 216 | 24,784 | 25,000 | ||
Issuance of common stock to Sponsor (in Shares) | 2,156,250 | ||||
Sale of Private Units to insiders | $ 34 | 3,474,965 | 3,475,000 | ||
Sale of Private Units to insiders (in Shares) | 347,500 | ||||
Proceeds from Initial Public Offering Costs allocated to Public Units (net of offering costs) | 2,392,261 | 2,392,261 | |||
Accretion for redeemable common stock to redemption value | (5,892,011) | (1,163,469) | 7,055,480 | ||
Net loss | (68,604) | (68,604) | (68,604) | ||
Balance at Dec. 31, 2021 | [1] | $ 250 | (1,232,073) | (1,231,823) | |
Balance (in Shares) at Dec. 31, 2021 | [1] | 2,503,750 | |||
Sale of private placement units to the sponsor | 45,540 | 45,540 | |||
Sale of private placement units to the sponsor (in Shares) | 4,554 | ||||
Proceeds from the exercise of over-allotment option allocated to public rights (net of offering costs) | 73,142 | 73,142 | |||
Forfeiture of shares by Sponsor to the extent the over-allotment option was not exercised in full | $ (22) | 22 | |||
Forfeiture of shares by Sponsor to the extent the over-allotment option was not exercised in full (in Shares) | (224,328) | ||||
Accretion for redeemable common stock to redemption value | (118,704) | (2,317,072) | (2,435,776) | ||
Net loss | (2,390,719) | (2,390,719) | |||
Balance at Dec. 31, 2022 | $ 228 | $ (5,939,864) | $ (5,939,636) | ||
Balance (in Shares) at Dec. 31, 2022 | 2,283,976 | ||||
[1] At December 31, 2021, included up to 281,250 shares of common stock subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters (see Note 5). |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 7 Months Ended | 12 Months Ended |
Dec. 31, 2021 | Dec. 31, 2022 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net loss | $ (68,604) | $ (2,390,719) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Income on investments held in Trust Account | (11) | (1,121,159) |
Changes in operating assets and liabilities: | ||
Prepaid expenses and other assets | (332,633) | 307,633 |
Due to affiliates | 79,673 | 125,990 |
Accounts payable | 1,818,627 | |
Franchise tax payable | 60,750 | 102,634 |
Income taxes payable | 180,688 | |
NET CASH USED IN OPERATING ACTIVITIES | (260,825) | (976,306) |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Cash deposited to Trust Account | (75,000,000) | (3,822,397) |
Cash withdrawn from Trust Account to pay franchise and income taxes | 298,414 | |
NET CASH USED IN INVESTING ACTIVITIES | (75,000,000) | (3,523,983) |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Proceeds from initial public offering | 73,500,000 | |
Proceeds from exercise of over-allotment option | 2,276,860 | |
Proceeds from sale of private units to sponsor | 3,475,000 | 45,540 |
Proceeds from convertible promissory note - related party | 1,545,537 | |
Proceeds from issuance of common stock to Sponsor | 25,000 | |
Payment of offering costs | (538,219) | (45,541) |
NET CASH PROVIDED BY FINANCING ACTIVITIES | 76,461,781 | 3,822,396 |
NET CHANGE IN CASH AND RESTRICTED CASH | 1,200,956 | (677,893) |
CASH AND RESTRICTED CASH, BEGINNING OF PERIOD | 1,200,956 | |
CASH AND RESTRICTED CASH, END OF PERIOD | 1,200,956 | 523,063 |
CASH AND RESTRICTED CASH, END OF PERIOD | ||
Cash | 1,200,956 | 309,881 |
Restricted cash | 213,182 | |
CASH AND RESTRICTED CASH, END OF PERIOD | 1,200,956 | 523,063 |
Supplemental cash flow information: | ||
Income tax | ||
Franchise tax | 85,232 | |
Supplemental disclosure on noncash activities: | ||
Deferred underwriting commission payable | 2,625,000 | 79,690 |
Initial value of Class A common stock subject to possible redemption | 75,000,000 | |
Accretion for redeemable common stock to redemption value | $ 7,121,726 | $ 2,435,776 |
Description of Organization and
Description of Organization and Business Operations and Liquidity | 12 Months Ended |
Dec. 31, 2022 | |
Description of Organization and Business Operations and Liquidity [Abstract] | |
Description of Organization and Business Operations and Liquidity | Note 1 — Description of Organization and Business Operations and Liquidity Welsbach Technology Metals Acquisition Corp. (the “Company”) was incorporated in Delaware on May 27, 2021. The Company is a blank check company formed for the purpose of entering into a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities (the “Business Combination”). The Company is not limited to a particular industry or geographic region for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. The Company has one subsidiary, WTMA Merger Subsidiary Corp., a direct wholly owned subsidiary of the Company incorporated in the Delaware on October 19, 2022. As of December 31, 2022 the subsidiary had no activity. As of December 31, 2022, the Company had not commenced any operations. All activity through December 31, 2022, relates to the Company’s formation and Initial Public Offering (“IPO”), which is described below and, since the offering, the search for a prospective 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 earned on investments from the proceeds derived from the IPO. The registration statement for the Company’s IPO was declared effective on December 27, 2021. On December 30, 2021, the Company consummated the IPO of 7,500,000 units (“Units”), each Unit containing one share of common stock (the “Public Shares”) and one right to receive 1/10 of one share of common stock upon the consummation of the Business Combination (the “Public Rights”), at $10.00 per Unit generating gross proceeds of $75,000,000, which is discussed in Note 3. The Company has selected December 31 as its fiscal year end. Simultaneously with the closing of the IPO, the Company consummated the sale of 347,500 private placement units (“Private Placement Units”) at a price of $10.00 per Private Placement Unit in a private placement to the Company’s sponsor, Welsbach Acquisition Holdings LLC (the “Sponsor”) generating gross proceeds of $3,475,000, which is described in Note 4. The Company granted the underwriters a 45-day option to purchase up to 1,125,000 Units to cover Over-allotment, if any. On January 14, 2022, the underwriters partially exercised the option (the “Over-allotment”) and purchased 227,686 additional Units (the “Over-allotment Units”), generating gross proceeds of $2,276,860. Upon the closing of the Over-allotment on January 14, 2022, the Company consummated a private sale of an additional 4,554 Private Placement Units at a price of $10.00 per Private Placement Unit, generating gross proceeds of $45,540. As of January 14, 2022, a total of $77,276,860 of the net proceeds from the IPO (including the Over-allotment Units) and the sale of Private Placement Units has been placed in the Trust Account. As the over-allotment option was only partially exercised, 224,328 shares of common stock purchased by the Initial Stockholders (as defined below) have been forfeited for no consideration. Offering costs for the IPO and underwriters’ partial exercise of the over-allotment option amounted to $4,788,445, consisting of $1,545,537 of underwriting fees, $2,704,690 of deferred underwriting fees payable (which are held in the Trust Account (defined below)) and $538,219 of other costs. As described in Note 6, the $2,704,690 of deferred underwriting fee payable is contingent upon the consummation of a Business Combination by March 30, 2023, subject to the terms of the underwriting agreement entered into in connection with the IPO (the “Underwriting Agreement”). Following the closing of the IPO, $75,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the IPO and the Private Placement Units was placed in a trust account (“Trust Account”). The amounts placed in the Trust Account will be invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of paragraphs (d)(2), (d)(3) and (d)(4) of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the Trust Account, as described below. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the IPO and the sale of the Private Placement Units, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the assets held in the Trust Account excluding the amounts due under the business combination marketing agreement and taxes payable on income earned on the Trust Account) at the time of the agreement to enter into 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. There is no assurance the Company will be able to successfully effect a Business Combination. The Company will provide the holders of the outstanding Public Shares (the “Public Stockholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company. The Public Stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $10.00 per Public Share, plus any pro rata interest then in the Trust Account, net of taxes payable). All of the Public Shares 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 Company’s Business Combination and in connection with certain amendments to the Company’s amended and restated certificate of incorporation. In accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity” (“ASC 480”) Subtopic 10-S99, redemption provisions not solely within the control of a company require common stock subject to redemption to be classified outside of permanent equity. Given that the Public Shares will be issued with other freestanding instruments (i.e., Public Rights as defined in Note 3), the initial carrying value of the Public Shares classified as temporary equity will be the allocated proceeds determined in accordance with ASC 470-20 “Debt with Conversion and other Options”. The Public Shares are subject to ASC 480-10-S99. If it is probable that the equity instrument will become redeemable, the Company has the option to either (i) 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 (ii) 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 has elected to recognize the changes immediately. While redemptions cannot cause the Company’s net tangible assets to fall below $5,000,001, the Public Shares are redeemable and are classified as such on the consolidated balance sheets until such date that a redemption event takes place. Redemptions of the Company’s Public Shares may be subject to the satisfaction of conditions, including minimum cash conditions, pursuant to an agreement relating to the Company’s Business Combination. If the Company seeks stockholder approval of the Business Combination, the Company will proceed with a Business Combination if a majority of the shares voted are voted in favor of the Business Combination, or such other vote as required by law or stock exchange rule. If a stockholder vote is not required by applicable law or stock exchange listing requirements and the Company does not decide to hold a stockholder vote for business or other reasons, the Company will, pursuant to its Certificate of Incorporation, conduct the redemptions pursuant to the tender offer rules of the Securities Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the transaction is required by applicable law or stock exchange listing requirements, or the Company decides to obtain stockholder approval for business or other reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks stockholder approval in connection with a Business Combination, the Sponsor has agreed to vote its Founder Shares (as defined in Note 5) and any Public Shares purchased during or after the IPO in favor of approving a Business Combination. Additionally, each Public Stockholder may elect to redeem their Public Shares without voting, and if they do vote, irrespective of whether they vote for or against the proposed transaction. Notwithstanding the foregoing, the Certificate of Incorporation provides that a Public Stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 20% or more of the Public Shares sold in the IPO, without the prior consent of the Company. The Company’s Sponsor, officers and directors and other holders of Founders Shares (the “Initial Stockholders”) have agreed not to propose an amendment to the Certificate of Incorporation that would affect the substance or timing of the Company’s obligation to redeem 100% of its Public Shares if the Company does not complete a Business Combination, unless the Company provides the Public Stockholders with the opportunity to redeem their shares of Common Stock in conjunction with any such amendment. If the Company is unable to complete a Business Combination by September 30, 2022, 9 months following the consummation of the Company’s IPO, or 12 or 15 months following the IPO if the deadline is extended, as the Sponsor or its affiliates or designees may, but are not obligated to, extend the period of time to consummate a Business Combination two times by an additional three months, provided that, pursuant to the terms of the Company’s Certificate of Incorporation and the trust agreement, the Sponsor or its affiliates or designees, upon five days’ advance notice prior to the applicable deadline, deposit into the Trust Account $862,500 ($0.10 per share in either case, or an aggregate of $1,500,000 (or up to $1,725,000 if the over-allotment option is exercised in full)), on or prior to the date of the applicable deadline, from the closing of the IPO (“Combination Period”), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to us to pay the Company’s franchise and income taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. The period of time for the Company to complete a business combination under its amended and restated certificate of incorporation has been extended (the “Extension”) for a period of 3 months from September 30, 2022 to December 30, 2022 upon the deposit of $772,769 into the Trust Account on September 27, 2022 in accordance with the Company’s amended and restated certificate of incorporation. Subsequently, The period of time for the Company to complete a business combination under its amended and restated certificate of incorporation has been extended for a period of 3 months from December 30, 2022 to March 30, 2023 upon the deposit of $772,769 into the Trust Account on December 23, 2022. The Initial Stockholders have agreed to waive their liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Initial Stockholders should acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to its deferred underwriting fees (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period, and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be only $10.00 per shares held in the Trust Account. In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a 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 amount of funds in the Trust Account. This liability will not apply with respect to any claims by a third party who executed a waiver of any right, title, interest or claim of any kind in or to any monies held in the Trust Account or to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Risks and Uncertainties Management continues to evaluate the impacts of the COVID-19 pandemic and the military conflict in Ukraine on the financial markets and on the industry, and has concluded that while it is reasonably possible that the pandemic and the conflict could have an effect on the Company’s financial position, results of its operations and the Company’s ability to consummate a Business Combination, the specific impacts are not readily determinable as of the date of the consolidated financial statements. The consolidated financial statements do not include any adjustments that might result from the outcome of these uncertainties. On August 16, 2022, the Inflation Reduction Act of 2022 (the “IR Act”) was signed into federal law. The IR Act provides for, among other things, a new U.S. federal 1% excise tax on certain repurchases of stock by publicly traded U.S. domestic corporations and certain U.S. domestic subsidiaries of publicly traded foreign corporations occurring on or after January 1, 2023. The excise tax is imposed on the repurchasing corporation itself, not its shareholders from which shares are repurchased. The amount of the excise tax is generally 1% of the fair market value of the shares repurchased at the time of the repurchase. However, for purposes of calculating the excise tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year. In addition, certain exceptions apply to the excise tax. The U.S. Department of the Treasury (the “Treasury”) 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. Going Concern, Liquidity and Capital Resources As of December 31, 2022, the Company had operating cash of $309,881, restricted cash of $213,182 (excess permitted withdrawal), and a working capital deficit of $3,234,946. Further, the Company has incurred and expects to continue to incur significant costs in pursuit of its financing and acquisition plans. The Company has no revenue, and its business plan is dependent on the completion of a Business Combination within the Combination Period. If the Company is unable to compete a Business Combination within the Combination Period, it must liquidate. These conditions raise substantial doubt about the Company’s ability to continue as a going concern within a reasonable period of time, which is considered to be one year from the issuance date of the consolidated financial statements. Until the consummation of a Business Combination, the Company will be using funds held outside of the Trust Account for paying existing accounts payable, 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. If the Company’s estimates of the costs of identifying a target business, undertaking in-depth due diligence, and negotiating a Business Combination are less than the actual amount necessary to do so, the Company may have insufficient funds available to operate its business prior to a Business Combination. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern one year from the date the consolidated financial statements are issued. The consolidated financial statements do not include any adjustments that might result from its inability to consummate a Business Combination or its inability to continue as a going concern. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2022 | |
Summary of Significant Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2 — Summary of Significant Accounting Policies Basis of Presentation The accompanying consolidated financial statements are presented in U.S. dollars and have been prepared in accordance with accounting principles generally accepted in the United States of America and pursuant to the accounting and disclosure rules and regulations of the SEC. Principles of Consolidation The accompanying consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary. All significant intercompany balances and transactions have been eliminated in consolidation. Emerging Growth Company The Company is an emerging growth company as defined in Section 102(b)(1) of the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), which 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 an emerging growth 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 an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised, and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s consolidated financial statements with another public company that is neither an emerging growth company nor an emerging growth company that 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 consolidated financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements. Making estimates requires management to exercise significant judgment. Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. 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. Restricted Cash As of December 31, 2022, the Company has withdrawn $298,414 from the Trust Account for the purpose of paying the Company’s franchise and income taxes. The Company partially used the amount to pay $85,232 of 2021 and 2022 franchise taxes. The balance of $213,182 will be utilized to pay the outstanding franchise and income taxes. As of December 31, 2021, the Company has no restricted cash balance. Investment Held in Trust Account At December 31, 2022 and 2021, substantially all of the assets held in the Trust Account were held in U.S. Treasury securities. The Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the consolidated balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of investments held in Trust Account are included in interest income from investments held in Trust Account in the accompanying statements of operations. The estimated fair values of investments held in Trust Account are determined using available market information. Offering Costs associated with the IPO and over-allotment Offering costs consist principally of legal, accounting, underwriting fees and other costs directly related to the IPO. Offering costs of the IPO amounted to $4,663,218, which was charged against additional paid-in capital and common stock subject to redemption upon the completion of the IPO. Subsequently, additional offering cost of $125,228 was incurred with the Over-allotment in January 2022 and was also charged against additional paid-in capital and common stock subject to redemption in January 2022. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Corporation limit. As of December 31, 2022, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such account. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the accompanying consolidated balance sheets, primarily due to their short-term nature. Income Taxes The Company complies with the accounting and reporting requirements of ASC 740, “Income Taxes,” (“ASC 740”) which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the consolidated financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the consolidated financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of December 31, 2022 and 2021. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties for the year ended December 31, 2022 and for the period from May 27, 2021 (date of inception) to December 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. The provision for income taxes for the year ended December 31, 2022, was $180,688. The provision for income taxes was deemed to be de minimis for the period from May 27, 2021 (inception) through December 31, 2021. Common Stock Subject to Possible Redemption The Company accounts for its common stock subject to possible redemption in accordance with the guidance in ASC 480. Shares of common stock subject to mandatory redemption (if any) are classified as a liability instrument and are measured at fair value. Conditionally redeemable common stock (including common stock that features 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 Public Shares sold in the IPO feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, 7,727,686 and 7,500,000 shares of common stock subject to possible redemption on December 31, 2022 and 2021, respectively, is presented as temporary equity, outside of the stockholders’ deficit section of the Company’s consolidated balance sheets. Immediately upon the closing of the IPO, the Company recognized the accretion from the initial book value to redemption amount value. This method would view the end of the reporting period as if it were also the redemption date for the security. The change in the carrying value of redeemable shares of common stock resulted in charges against additional paid-in capital and accumulated deficit. The shares of common stock reflected on the consolidated balance sheets are reconciled on the following table: December 31, December 31, Gross proceeds $ 77,276,860 $ 75,000,000 Less: Fair value of Public Rights at issuance (2,627,413 ) (2,550,000 ) Public shares issuance costs (4,626,437 ) (4,505,480 ) Plus: Accretion of carrying value to redemption value 9,491,256 7,055,480 Redeemable ordinary shares subject to possible redemption $ 79,514,266 $ 75,000,000 Net Loss per Common Share The Company computes loss per share in accordance with ASC 260-10-45 “Earnings per Share”, which requires presentation of both basic and diluted loss per share on the face of the statement of operations. The Company’s public common shares have a redemption right, which differ from the common shares that the sponsors hold. Accordingly, the Company has effectively two classes of shares, which are referred to as public common shares and Founder Shares. Income and losses are shared pro rata between the two classes of shares. Basic loss per share is computed by dividing net loss available to common stockholders by the weighted average number of outstanding common shares during the period. Accretion associated with the common stock subject to possible redemption is excluded from earnings per share as the redemption value approximates fair value. Diluted loss per share gives effect to all dilutive potential common shares outstanding during the period. Dilutive loss per share excludes all potential common shares if their effect is anti-dilutive. The Company has excluded the Rights from the calculation of diluted loss per share because the Rights are contingent upon the occurrence of future events and any impact would be anti-dilutive. As a result, diluted net loss per share is the same as basic net loss per share for the year ended December 31, 2022. The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net loss per common share. The following table reflects the calculation of basic and diluted net loss per common share (in dollars, except per share amounts): For the Year For the Period from Class A Class B Class A Class B Basic and diluted loss per common share Numerator: Allocation of net loss $ (1,845,282 ) $ (545,437 ) $ — $ (68,604 ) Denominator: Basic and diluted weighted average shares outstanding 7,719,577 2,281,786 — 1,785,218 Basic and diluted net loss per common share $ (0.24 ) $ (0.24 ) $ — $ (0.04 ) Recent Accounting Pronouncements Management does not believe that any recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying consolidated financial statements for the year ended December 31, 2022. |
Initial Public Offering and Ove
Initial Public Offering and Over-Allotment | 12 Months Ended |
Dec. 31, 2022 | |
Regulated Operations [Abstract] | |
Initial Public Offering and Over-Allotment | Note 3 — Initial Public Offering and Over-Allotment Pursuant to the IPO, the Company sold 7,500,000 Units at a price of $10.00 per Unit. Each Unit consists of one share of common stock and one right to receive one-tenth (1/10) of a share of common stock upon consummation of a Business Combination. The Company granted the underwriters a 45-day option to purchase up to 1,125,000 Units to cover Over-allotment, if any. On January 14, 2022, the underwriters partially exercised the option and purchased 227,686 additional Units. |
Private Placement
Private Placement | 12 Months Ended |
Dec. 31, 2022 | |
Private Placement [Abstract] | |
Private Placement | Note 4 — Private Placement On December 27, 2021, simultaneously with the consummation of the IPO, the Company consummated the issuance and sale of 347,500 Private Placement Units in a private placement transaction at a price of $10.00 per Private Placement Unit, generating gross proceeds of $3,475,000. Each Private Placement Unit consists of one share of common stock and one right to receive one-tenth (1/10) of a share of common stock upon consummation of a Business Combination. On January 14, 2022, the Company consummated the sale of an additional 4,554 Private Placement Units, at $10.00 per Private Placement Unit for an aggregate purchase price of $45,540. A portion of the proceeds from the Private Placement Units were added to the proceeds from the IPO to be held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Units will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law), and the Private Placement Units will be worthless. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 5 — Related Party Transactions Founder Shares On June 25, 2021, the Sponsor purchased 1,437,500 shares (the “Founder Shares”) of the Company’s Class B common stock, par value $0.0001 for an aggregate price of $25,000. On October 13, 2021, the Company effected an exchange of each such Class B shares for 1.5 shares of the Company’s common stock, resulting in the Sponsor holding an aggregate of 2,156,250 Founder Shares. The Company no longer has Class B common stock authorized. The Initial Stockholders had agreed to forfeit up to 281,250 Founder Shares to the extent that the over-allotment option is not exercised in full by the underwriters. On January 14, 2022, the Sponsor forfeited 224,328 Founder Shares for no consideration, due to the underwriters exercise of the over-allotment option in part. The Founder Shares were placed into an escrow account maintained in New York, New York by Continental Stock Transfer & Trust Company, acting as escrow agent. Subject to certain limited exceptions, 50% of these shares will not be transferred, assigned, sold or released from escrow until the earlier of (i) six months after the date of the consummation of a Business Combination and (ii) the date on which the closing price of our common stock equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after our Business Combination and the remaining 50% of the Founder Shares will not be transferred, assigned, sold or released from escrow until six months after the date of the consummation of a Business Combination, or earlier, in either case, if, subsequent to a Business Combination, we complete a liquidation, merger, stock exchange or other similar transaction, which results in all of our stockholders having the right to exchange their shares of common stock for cash, securities or other property. Promissory Notes — Related Parties On June 25, 2021, the Sponsor agreed to loan the Company an aggregate of up to $300,000 to cover expenses related to the IPO pursuant to a promissory note (the “Note”). This loan was non-interest bearing and was payable at the consummation of the IPO. As of December 31, 2021, the outstanding balance on the Note had been repaid in full, and borrowings under the promissory note are no longer available. Due to Affiliates On December 31, 2021, the Sponsor funded $79,673 in excess of $3,475,000 aggregate purchase price of the Private Placement Units. On January 14, 2022, the Sponsor funded $179,463 in excess of the $45,540 aggregate purchase price of the Private Placement Units sold in conjunction with the exercise of the over-allotment option (for an aggregate of $259,136 in excess purchase price). As of December 31, 2022, an amount of $199,573 has been paid and the remaining $205,663 will be repaid from Company’s operating account as soon as practicable. Related Party Loans In addition, in order to finance transaction costs in connection with a Business Combination, certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1.5 million of such Working Capital Loans may be convertible into units of the post Business Combination entity at a price of $10.00 per unit. These units would be identical to the Private Placement Units. On September 30, 2022, the Company issued a promissory note in the principal amount of $772,769 to the Sponsor in connection with the Extension (Note 1) (“Promissory Note”). The Promissory Note bears no interest and shall be payable upon the earlier to occur of (i) upon consummation of the Company’s initial business combination out of the proceeds of the Trust Account released to the Company’s or (ii) at the Sponsor’s discretion, converted, in full or in part, upon consummation of the Company’s business combination into additional private units at a price of $10.00 per unit (the “Conversion”). On December 30, 2022, the Company issued a promissory note in the principal amount of $772,769 to the Sponsor in connection with the Extension (Note 1) (“Promissory Note”). The Promissory Note bears no interest and shall be payable upon the earlier to occur of (i) upon consummation of the Company’s initial business combination out of the proceeds of the Trust Account released to the Company’s or (ii) at the Sponsor’s discretion, converted, in full or in part, upon consummation of the Company’s business combination into additional private units at a price of $10.00 per unit (the “Conversion”). The promissory note would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, convertible into private units of the post-Business Combination entity at a price of $10.00 per unit. The conversion feature was analyzed under ASC 470-20, “Debt with Conversion or Other Options”, the note did not include any premium or discounts. The conversion option did not include elements that would require bifurcation under ASC 815-40, “Derivatives and Hedging.” The convertible note payable and conversion feature does not meet the requirements for classification under ASC 480 and as a result is not required to be accounted for as a liability under ASC 480. In this case, the conversion feature embedded within the convertible promissory note does not require bifurcation and as a result remains embedded within the debt instrument because the convertible promissory note conversion feature does not meet the definition of a derivative as it fails the net settlement requirement. The embedded conversion feature does qualify as equity under ASC 815-40 as the exercise contingency is not based on an observable market or index unrelated to the issuer, the instrument meets the fixed-for-fixed criteria under ASC 815-40-15, meets the requirements for equity classification pursuant to ASC 815-40-25-1 and 25-2 and does not meet the definition of a derivative as it fails the net settlement requirement. Based on this analysis, the scope exception would apply, and the embedded conversion feature would fail to satisfy the third bifurcation condition within ASC 815-15-25-1. As of December 31, 2022, there was a $1,545,537 balance outstanding under the Promissory Notes. Support Services Commencing on December 27, 2021, the Company entered into an agreement to pay the Sponsor $10,000 per month for the use of office space and administrative support services. For the year ended December 31, 2022, $120,000 has been expensed related to the agreement. Commencing on December 27, 2021, the Company entered into an agreement to pay an entity affiliated with its Chief Financial Officer approximately $6,500 per quarter for accounting services. For the year ended December 31, 2022, $26,000 has been incurred under this agreement. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 6 — Commitments and Contingencies Registration Rights The holders of Founder Shares, Private Placement Units and units that may be issued upon conversion of Working Capital Loans, if any, will be entitled to registration rights pursuant to a registration rights agreement to be signed on or before the date of the prospectus for the IPO. These holders will be entitled to certain demand and “piggyback” registration rights. However, the registration rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until the termination of the applicable lock-up period for the securities to be registered. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The Company granted the underwriters a 45-day option to purchase up to 1,125,000 additional Units to cover over-allotments at the Initial Public Offering price, less the underwriting discounts and commissions. On January 14, 2022, the underwriters purchased an additional 227,686 Units at an offering price of $10.00 per Unit, generating additional gross proceeds of $2,276,860 to the Company. In February 2022, the remaining portion of the underwriters’ over-allotment option expired. The underwriters were paid a cash underwriting fee of $0.20 per Unit, or $1,545,537 in the aggregate. In addition, $0.35 per Unit, or $2,704,690 in the aggregate will be payable to the underwriters for deferred underwriting commissions, which will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the Underwriting Agreement. Merger Agreement On October 31, 2022, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) by and among the Company, WTMA Merger Subsidiary Corp., a Delaware corporation and a direct wholly owned subsidiary of the Company (“Merger Sub”), and WaveTech Group, Inc., a Delaware corporation (“WaveTech” or the “Target”). The Merger & Consideration The Merger Agreement provides that, among other things and upon the terms and subject to the conditions thereof, the following transactions will occur (together with the other agreements and transactions contemplated by the Merger Agreement, the “Business Combination”): (i) prior to the effective time of the Merger, each share of the Series A preferred stock of WaveTech, par value $0.01 per share (the “WaveTech Preferred Stock”) will be converted into one share of common stock of WaveTech, par value $0.01 per share (the “WaveTech Common Stock”) (such conversion, the “WaveTech Preferred Conversion”); (ii) at the closing of the transactions contemplated by the Merger Agreement (the “Closing”), upon the terms and subject to the conditions of the Merger Agreement and in accordance with the Delaware General Corporation Law, as amended (the “DGCL”), Merger Sub will merge with and into WaveTech, the separate corporate existence of Merger Sub will cease and WaveTech will continue as the surviving corporation and a wholly owned subsidiary of WTMA (the “Merger”); (iii) as a result of the Merger, among other things, all outstanding shares of capital stock of WaveTech (after giving effect to the WaveTech Preferred Conversion) (other than (A) treasury shares, (B) dissenting shares and (C) shares of capital stock of WaveTech subject to stock awards) will be canceled and converted into the right to receive newly issued shares of common stock, par value $0.0001 per share, of the Company (the “WTMA Common Stock”) determined based on a pre-money enterprise valuation of WaveTech of $150.0 million and a $10.00 price per share of the WTMA Common Stock; and (iv) the Company will immediately be renamed WaveTech Group Inc. Registration Rights Agreement At the closing of the Business Combination, the Sponsor and certain other investors party thereto (collectively, the “Holders”) will enter into a registration rights agreement (the “Registration Rights Agreement”) with the Company, pursuant to which, among other things, (i) the Company’s existing registrant rights agreement will be terminated, (ii) the Company will file with the SEC a registration statement on Form S-1 registering the resale, pursuant to Rule 415 under the Securities Act, of certain shares of the Company Common Stock and certain other equity securities of the Company held by the Holders as soon as practicable, but in any event within thirty (30) days after the Closing; (iii) the Holders will be entitled to certain demand registration rights in connection with an underwritten shelf takedown offering, in each case subject to certain limitations set forth in the Registration Rights Agreement; and (iv) the Holders have certain piggy-back registration rights, in each case subject to certain limitations set forth in the Registration Rights Agreement. The foregoing summary of the Registration Rights Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the form of the Registration Rights Agreement, a copy was filed as Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC November 1, 2022 and incorporated by reference herein. Sponsor Support and Lock-up Agreement On October 31, 2022, the Company and WaveTech entered into a Sponsor Support and Lock-up Agreement (the “Sponsor Support and Lock-up Agreement”), with the Sponsor and the persons set forth on this Agreement (together with the Sponsor, the “Sponsors”), pursuant to which the Sponsors agreed to, among other things, (i) vote in favor of the Merger Agreement and the transactions contemplated thereby, in each case, subject to the terms and conditions contemplated by the Sponsor Support and Lock-up Agreement and (ii) vote against and withhold consent with respect to any merger, purchase of all or substantially all of the Company’s assets or other business combination transaction (other than the Merger Agreement and the Business Combination). Under the Sponsor Support and Lock-up Agreement, the Sponsors also agreed not to, without the prior written consent of WaveTech and the board of directors of the Company (i) sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option to purchase or otherwise dispose of or agree to dispose of, directly or indirectly, file (or participate in the filing of) a registration statement with the SEC (other than the Form S-4) or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act, with respect to any shares of the Company Common Stock owned by such Sponsor immediately after the Closing (the “Subject Sponsor Shares”), (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any Subject Sponsor Shares owned by such Sponsor or (iii) publicly announce any intention to effect any transaction specified in clause (i) or (ii), in each case, until the earlier of (a) 180 days after the Closing and (b) the date on which the closing price per share of the Company Common Stock equals or exceeds $12.50 (subject to adjustment) for any twenty (20) Trading Days (as defined in the Sponsor Support and Lock-up Agreement) within any thirty (30) consecutive Trading Day period. The foregoing summary of the Sponsor Support and Lock-up Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the Sponsor Support and Lock-up Agreement, a copy was filed as Exhibit 10.2 to the Current Report on Form 8-K filed with the SEC November 1, 2022 and incorporated by reference herein. Shareholder Support and Lock-up Agreement On October 31, 2022, the Company and the Sponsor entered into a Shareholder Support and Lock-up Agreement (the “Shareholder Support and Lock-up Agreement”), with WaveTech and certain stockholders of WaveTech (the “Company Stockholders”). Pursuant to the Shareholder Support and Lock-up Agreement, the Company Stockholders agreed to, among other things, provide written consent or vote at any called meeting with respect to the outstanding shares of WaveTech capital stock held by the Company Stockholders adopting the Merger Agreement and related transactions and approving the Business Combination. Under the Shareholder Support and Lock-up Agreement, the Company Stockholders also agreed not to, without the prior written consent of WaveTech and the board of directors of the Company (i) sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option to purchase or otherwise dispose of or agree to dispose of, directly or indirectly, file (or participate in the filing of) a registration statement with the SEC (other than the Form S-4) or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act, with respect to any shares of the Company Common Stock owned by such Company Stockholder immediately after the Closing (the “Subject Stockholder Shares”), (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any Subject Stockholder Shares owned by such Company Stockholder or (iii) publicly announce any intention to effect any transaction specified in clause (i) or (ii), in each case, until the earlier of (a) 180 days after the Closing and (b) the date on which the closing price per share of the Company Common Stock equals or exceeds $12.50 (subject to adjustment) for any twenty (20) Trading Days within any thirty (30) consecutive Trading Day period. The foregoing summary of the Shareholder Support and Lock-up Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the Shareholder Support and Lock-up Agreement, a copy was filed as Exhibit 10.3 to the Current Report on Form 8-K filed with the SEC November 1, 2022 and incorporated by reference herein. |
Stockholders_ Deficit
Stockholders’ Deficit | 12 Months Ended |
Dec. 31, 2022 | |
Stockholders' Equity Note [Abstract] | |
Stockholders’ Deficit | Note 7 — Stockholders’ Deficit Recapitalization Common stock |
Income Tax
Income Tax | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Tax | NOTE 8 — Income Tax The Company’s net deferred tax asset (liabilities) are as follows: December 31, December 31, 2022 2021 Deferred tax assets Net operating loss carryforward $ — $ 12,755 Startup Costs 383,835 — Total deferred tax assets 383,835 12,755 Valuation allowance (383,835 ) (12,755 ) Deferred tax assets, net of allowance $ — $ — The income tax provision for the year ended December 31, 2022 and for the period from May 27, 2021 (inception) through December 31, 2021 consists of the following: December 31, December 31, 2022 2021 Federal Current $ 180,688 $ — Deferred (371,080 ) (12,755 ) State Current — $ — Deferred — — Change in valuation allowance 371,080 12,755 Income tax provision $ 180,688 $ — As of December 31, 2022 and 2021, the Company had a total of $0 and $60,739, respectively, of U.S. federal net operating loss carry overs available to offset future taxable income. The federal net operating loss balance in 2021 was offset in the 2022 taxable income. As of December 31, 2022 and 2021, the Company did not have any 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 $371,080. For the period from May 27, 2021 (inception) through December 31, 2021, the change in the valuation allowance was $12,755. A reconciliation of the federal income tax rate to the Company’s effective tax rate is as follows: December 31, December 31, 2022 2021 Statutory federal income tax rate 21.00 % 21.00 % Permanent book/tax difference (12.39 )% 0.00 % Change in valuation allowance (16.79 )% (21.00 )% Income tax provision (8.18 )% 0.00 % The Company’s effective tax rates for the periods presented differ from the expected (statutory) rates due to changes in fair value in warrants, transaction costs associated with warrants and the recording of full valuation allowances on deferred tax assets. The Company files income tax returns in the U.S. federal jurisdiction in various state and local jurisdictions and is subject to examination by the various taxing authorities. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Note 9 — Fair Value Measurements The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. At December 31, 2022 and 2021, the assets held in the Trust Account were held in treasury funds. All of the Company’s investments held in the Trust Account are classified as trading securities. Through December 31, 2022, the Company withdrew $298,414 of the interest earned on the Trust Account to pay franchise and income taxes. The following table presents information about the Company’s liabilities that are measured at fair value on a recurring basis at December 31, 2022 and 2021 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value. December 31, 2022 Quoted Significant Significant (Level 1) (Level 2) (Level 3) Assets: Cash and U.S. Treasury Securities $ 79,645,156 — — December 31, 2021 Quoted Significant Significant (Level 1) (Level 2) (Level 3) Assets: Cash and U.S. Treasury Securities $ 75,000,011 — — |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 10 — Subsequent Events The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the consolidated 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 consolidated financial statements. (2) Financial Statement Schedules: None. (3) Exhibits We hereby file as part of this Report the exhibits listed in the attached Exhibit Index. Exhibits which are incorporated herein by reference can be inspected on the SEC website at www.sec.gov. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Description of Organization and Business Operations and Liquidity [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying consolidated financial statements are presented in U.S. dollars and have been prepared in accordance with accounting principles generally accepted in the United States of America and pursuant to the accounting and disclosure rules and regulations of the SEC. |
Principles of Consolidation | Principles of Consolidation The accompanying consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary. All significant intercompany balances and transactions have been eliminated in consolidation. |
Emerging Growth Company | Emerging Growth Company The Company is an emerging growth company as defined in Section 102(b)(1) of the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), which 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 an emerging growth 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 an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised, and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s consolidated financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements. Making estimates requires management to exercise significant judgment. Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. 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 not have any cash equivalents as of December 31, 2022 and 2021. |
Restricted Cash | Restricted Cash As of December 31, 2022, the Company has withdrawn $298,414 from the Trust Account for the purpose of paying the Company’s franchise and income taxes. The Company partially used the amount to pay $85,232 of 2021 and 2022 franchise taxes. The balance of $213,182 will be utilized to pay the outstanding franchise and income taxes. As of December 31, 2021, the Company has no restricted cash balance. |
Investments Held in Trust Account | Investment Held in Trust Account At December 31, 2022 and 2021, substantially all of the assets held in the Trust Account were held in U.S. Treasury securities. The Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the consolidated balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of investments held in Trust Account are included in interest income from investments held in Trust Account in the accompanying statements of operations. The estimated fair values of investments held in Trust Account are determined using available market information. |
Offering Costs associated with the IPO and over-allotment | Offering Costs associated with the IPO and over-allotment Offering costs consist principally of legal, accounting, underwriting fees and other costs directly related to the IPO. Offering costs of the IPO amounted to $4,663,218, which was charged against additional paid-in capital and common stock subject to redemption upon the completion of the IPO. Subsequently, additional offering cost of $125,228 was incurred with the Over-allotment in January 2022 and was also charged against additional paid-in capital and common stock subject to redemption in January 2022. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Corporation limit. As of December 31, 2022, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such account. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the accompanying consolidated balance sheets, primarily due to their short-term nature. |
Income Taxes | Income Taxes The Company complies with the accounting and reporting requirements of ASC 740, “Income Taxes,” (“ASC 740”) which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the consolidated financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the consolidated financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of December 31, 2022 and 2021. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties for the year ended December 31, 2022 and for the period from May 27, 2021 (date of inception) to December 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. The provision for income taxes for the year ended December 31, 2022, was $180,688. The provision for income taxes was deemed to be de minimis for the period from May 27, 2021 (inception) through December 31, 2021. |
Common Stock Subject to Possible Redemption | Common Stock Subject to Possible Redemption The Company accounts for its common stock subject to possible redemption in accordance with the guidance in ASC 480. Shares of common stock subject to mandatory redemption (if any) are classified as a liability instrument and are measured at fair value. Conditionally redeemable common stock (including common stock that features 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 Public Shares sold in the IPO feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, 7,727,686 and 7,500,000 shares of common stock subject to possible redemption on December 31, 2022 and 2021, respectively, is presented as temporary equity, outside of the stockholders’ deficit section of the Company’s consolidated balance sheets. Immediately upon the closing of the IPO, the Company recognized the accretion from the initial book value to redemption amount value. This method would view the end of the reporting period as if it were also the redemption date for the security. The change in the carrying value of redeemable shares of common stock resulted in charges against additional paid-in capital and accumulated deficit. The shares of common stock reflected on the consolidated balance sheets are reconciled on the following table: December 31, December 31, Gross proceeds $ 77,276,860 $ 75,000,000 Less: Fair value of Public Rights at issuance (2,627,413 ) (2,550,000 ) Public shares issuance costs (4,626,437 ) (4,505,480 ) Plus: Accretion of carrying value to redemption value 9,491,256 7,055,480 Redeemable ordinary shares subject to possible redemption $ 79,514,266 $ 75,000,000 |
Net Loss per Common Share | Net Loss per Common Share The Company computes loss per share in accordance with ASC 260-10-45 “Earnings per Share”, which requires presentation of both basic and diluted loss per share on the face of the statement of operations. The Company’s public common shares have a redemption right, which differ from the common shares that the sponsors hold. Accordingly, the Company has effectively two classes of shares, which are referred to as public common shares and Founder Shares. Income and losses are shared pro rata between the two classes of shares. Basic loss per share is computed by dividing net loss available to common stockholders by the weighted average number of outstanding common shares during the period. Accretion associated with the common stock subject to possible redemption is excluded from earnings per share as the redemption value approximates fair value. Diluted loss per share gives effect to all dilutive potential common shares outstanding during the period. Dilutive loss per share excludes all potential common shares if their effect is anti-dilutive. The Company has excluded the Rights from the calculation of diluted loss per share because the Rights are contingent upon the occurrence of future events and any impact would be anti-dilutive. As a result, diluted net loss per share is the same as basic net loss per share for the year ended December 31, 2022. The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net loss per common share. The following table reflects the calculation of basic and diluted net loss per common share (in dollars, except per share amounts): For the Year For the Period from Class A Class B Class A Class B Basic and diluted loss per common share Numerator: Allocation of net loss $ (1,845,282 ) $ (545,437 ) $ — $ (68,604 ) Denominator: Basic and diluted weighted average shares outstanding 7,719,577 2,281,786 — 1,785,218 Basic and diluted net loss per common share $ (0.24 ) $ (0.24 ) $ — $ (0.04 ) |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Management does not believe that any recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying consolidated financial statements for the year ended December 31, 2022. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Summary of Significant Accounting Policies [Abstract] | |
Schedule of common stock reflected on the consolidated balance sheets | December 31, December 31, Gross proceeds $ 77,276,860 $ 75,000,000 Less: Fair value of Public Rights at issuance (2,627,413 ) (2,550,000 ) Public shares issuance costs (4,626,437 ) (4,505,480 ) Plus: Accretion of carrying value to redemption value 9,491,256 7,055,480 Redeemable ordinary shares subject to possible redemption $ 79,514,266 $ 75,000,000 |
Schedule of basic and diluted net loss per common share | For the Year For the Period from Class A Class B Class A Class B Basic and diluted loss per common share Numerator: Allocation of net loss $ (1,845,282 ) $ (545,437 ) $ — $ (68,604 ) Denominator: Basic and diluted weighted average shares outstanding 7,719,577 2,281,786 — 1,785,218 Basic and diluted net loss per common share $ (0.24 ) $ (0.24 ) $ — $ (0.04 ) |
Income Tax (Tables)
Income Tax (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Schedule of net deferred tax asset (liabilities) | December 31, December 31, 2022 2021 Deferred tax assets Net operating loss carryforward $ — $ 12,755 Startup Costs 383,835 — Total deferred tax assets 383,835 12,755 Valuation allowance (383,835 ) (12,755 ) Deferred tax assets, net of allowance $ — $ — |
Schedule of income tax provision | December 31, December 31, 2022 2021 Federal Current $ 180,688 $ — Deferred (371,080 ) (12,755 ) State Current — $ — Deferred — — Change in valuation allowance 371,080 12,755 Income tax provision $ 180,688 $ — |
Schedule of federal income tax rate | December 31, December 31, 2022 2021 Statutory federal income tax rate 21.00 % 21.00 % Permanent book/tax difference (12.39 )% 0.00 % Change in valuation allowance (16.79 )% (21.00 )% Income tax provision (8.18 )% 0.00 % |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Schedule of liabilities measured at fair value on a recurring basis | Quoted Significant Significant (Level 1) (Level 2) (Level 3) Assets: Cash and U.S. Treasury Securities $ 79,645,156 — — Quoted Significant Significant (Level 1) (Level 2) (Level 3) Assets: Cash and U.S. Treasury Securities $ 75,000,011 — — |
Description of Organization a_2
Description of Organization and Business Operations and Liquidity (Details) - USD ($) | 1 Months Ended | 7 Months Ended | 12 Months Ended | ||||
Jan. 14, 2022 | Dec. 30, 2021 | Aug. 16, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | Dec. 23, 2022 | Sep. 27, 2022 | |
Description of Organization and Business Operations and Liquidity (Details) [Line Items] | |||||||
Shares issued (in Shares) | 347,500 | ||||||
Generating gross proceeds | $ 75,000,000 | ||||||
Share units price (in Dollars per share) | $ 10 | ||||||
Shares issued (in Shares) | 1,125,000 | ||||||
Net proceeds | $ 75,000,000 | $ 77,276,860 | |||||
Deferred underwriting fee payable | 7,121,726 | $ 2,435,776 | |||||
Percentage of outstanding | 50% | ||||||
Net tangible assets | $ 5,000,001 | ||||||
Common stock percentage | 20% | ||||||
Company’s obligation to redeem percentage | 100% | ||||||
Dissolution expenses | $ 100,000 | ||||||
Deposit | $ 772,769 | $ 772,769 | |||||
U.S. federal excise tax | 1% | ||||||
Excise tax | 1% | ||||||
Operating cash | 309,881 | ||||||
Restricted cash | 213,182 | ||||||
Working capital deficit | $ 3,234,946 | ||||||
Financial term | 1 year | ||||||
Lease term | 1 year | ||||||
Common Stock [Member] | |||||||
Description of Organization and Business Operations and Liquidity (Details) [Line Items] | |||||||
Shares issued (in Shares) | 224,328 | ||||||
IPO [Member] | |||||||
Description of Organization and Business Operations and Liquidity (Details) [Line Items] | |||||||
Shares issued (in Shares) | 7,500,000 | ||||||
Share price (in Dollars per share) | $ 10 | ||||||
Net proceeds | $ 77,276,860 | ||||||
Offering cost | $ 4,788,445 | ||||||
Underwriting fees | 1,545,537 | ||||||
Deferred underwriting fee payable | 2,704,690 | ||||||
Other costs | 538,219 | ||||||
Sale of net proceeds | $ 75,000,000 | ||||||
Private Placement Units [Member] | |||||||
Description of Organization and Business Operations and Liquidity (Details) [Line Items] | |||||||
Share price (in Dollars per share) | $ 10 | ||||||
Generating gross proceeds | $ 45,540 | ||||||
Share units price (in Dollars per share) | $ 10 | ||||||
Shares issued (in Shares) | 4,554 | ||||||
Over-Allotment Option [Member] | |||||||
Description of Organization and Business Operations and Liquidity (Details) [Line Items] | |||||||
Generating gross proceeds | $ 2,276,860 | ||||||
Shares issued (in Shares) | 227,686 | ||||||
Aggregate amount | $ 1,725,000 | ||||||
Sponsor [Member] | |||||||
Description of Organization and Business Operations and Liquidity (Details) [Line Items] | |||||||
Generating gross proceeds | 3,475,000 | ||||||
Business Combination [Member] | |||||||
Description of Organization and Business Operations and Liquidity (Details) [Line Items] | |||||||
Deferred underwriting fee payable | $ 2,704,690 | ||||||
Percentage of aggregate fair market value | 80% | ||||||
Deposit into the Trust Account | $ 862,500 | ||||||
Share price (in Dollars per share) | $ 0.1 | ||||||
Aggregate amount | $ 1,500,000 | ||||||
Trust account per shares (in Dollars per share) | $ 10 | ||||||
Business Combination [Member] | IPO [Member] | |||||||
Description of Organization and Business Operations and Liquidity (Details) [Line Items] | |||||||
Share price (in Dollars per share) | $ 10 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) - USD ($) | 7 Months Ended | 12 Months Ended |
Dec. 31, 2021 | Dec. 31, 2022 | |
Summary of Significant Accounting Policies [Abstract] | ||
Withdrawn from trust account | $ 298,414 | |
Franchise taxes | $ 85,232 | 85,232 |
Balance amount | $ 213,182 | |
Provision for income taxes | $ 180,688 | |
Common Stock [Member] | ||
Summary of Significant Accounting Policies [Abstract] | ||
Common stock subject to possible redemption (in Shares) | 7,500,000 | 7,727,686 |
IPO [Member] | ||
Summary of Significant Accounting Policies [Abstract] | ||
Offering costs | $ 4,663,218 | |
Over-Allotment Option [Member] | ||
Summary of Significant Accounting Policies [Abstract] | ||
Offering costs | $ 125,228 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - Schedule of common stock reflected on the consolidated balance sheets - USD ($) | 7 Months Ended | 12 Months Ended |
Dec. 31, 2021 | Dec. 31, 2022 | |
Schedule of Common Stock Reflected on the Consolidated Balance Sheets [Abstract] | ||
Gross proceeds | $ 75,000,000 | $ 77,276,860 |
Fair value of Public Rights at issuance | (2,550,000) | (2,627,413) |
Public shares issuance costs | (4,505,480) | (4,626,437) |
Accretion of carrying value to redemption value | 7,055,480 | 9,491,256 |
Redeemable ordinary shares subject to possible redemption | $ 75,000,000 | $ 79,514,266 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Details) - Schedule of basic and diluted net loss per common share - USD ($) | 7 Months Ended | 12 Months Ended |
Dec. 31, 2021 | Dec. 31, 2022 | |
Class A [Member] | ||
Summary of Significant Accounting Policies (Details) - Schedule of basic and diluted net loss per common share [Line Items] | ||
Allocation of net loss | $ (1,845,282) | |
Basic and diluted weighted average shares outstanding | 7,719,577 | |
Basic and diluted net loss per common share | $ (0.24) | |
Class B [Member] | ||
Summary of Significant Accounting Policies (Details) - Schedule of basic and diluted net loss per common share [Line Items] | ||
Allocation of net loss | $ (68,604) | $ (545,437) |
Basic and diluted weighted average shares outstanding | 1,785,218 | 2,281,786 |
Basic and diluted net loss per common share | $ (0.04) | $ (0.24) |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies (Details) - Schedule of basic and diluted net loss per common share (Parentheticals) - $ / shares | 7 Months Ended | 12 Months Ended |
Dec. 31, 2021 | Dec. 31, 2022 | |
Class A [Member] | ||
Summary of Significant Accounting Policies (Details) - Schedule of basic and diluted net loss per common share (Parentheticals) [Line Items] | ||
Diluted weighted average shares outstanding | 7,719,577 | |
Diluted net loss per common share | $ (0.24) | |
Class B [Member] | ||
Summary of Significant Accounting Policies (Details) - Schedule of basic and diluted net loss per common share (Parentheticals) [Line Items] | ||
Diluted weighted average shares outstanding | 1,785,218 | 2,281,786 |
Diluted net loss per common share | $ (0.04) | $ (0.24) |
Initial Public Offering and O_2
Initial Public Offering and Over-Allotment (Details) - $ / shares | 12 Months Ended | |
Jan. 14, 2022 | Dec. 31, 2022 | |
IPO [Member] | ||
Initial Public Offering and Over-Allotment (Details) [Line Items] | ||
Sold unit shares | 7,500,000 | |
Price per unit (in Dollars per share) | $ 10 | |
Initial public offering and over allotment description | Each Unit consists of one share of common stock and one right to receive one-tenth (1/10) of a share of common stock upon consummation of a Business Combination. | |
Over-Allotment Option [Member] | ||
Initial Public Offering and Over-Allotment (Details) [Line Items] | ||
Units of stock | 1,125,000 | |
Additional Units | 227,686 |
Private Placement (Details)
Private Placement (Details) - USD ($) | 1 Months Ended | |
Jan. 14, 2022 | Dec. 27, 2021 | |
Private Placement (Details) [Line Items] | ||
Aggregate purchase price | $ 45,540 | |
Private Placement [Member] | ||
Private Placement (Details) [Line Items] | ||
Issuance and sale of private placement units | 347,500 | |
Price per share | $ 10 | |
Gross proceeds | $ 3,475,000 | |
Private placement, description | Each Private Placement Unit consists of one share of common stock and one right to receive one-tenth (1/10) of a share of common stock upon consummation of a Business Combination. | |
Sale of additional shares | 4,554 | |
Price per share | $ 10 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | 1 Months Ended | 12 Months Ended | ||||||
Jan. 14, 2022 | Oct. 13, 2021 | Dec. 30, 2022 | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 27, 2021 | Jun. 25, 2021 | Dec. 31, 2022 | |
Related Party Transactions (Details) [Line Items] | ||||||||
Forfeited shares (in Shares) | 224,328 | |||||||
Limited exceptions percentage | 50% | |||||||
Aggregate purchase price | $ 259,136 | |||||||
Amount paid | $ 199,573 | |||||||
Amount repaid | 205,663 | |||||||
Working capital loans | $ 1,500,000 | |||||||
Principal amount | $ 772,769 | $ 772,769 | ||||||
Business combination into additional private units | $ 10 | $ 10 | ||||||
Post business combination price per unit (in Dollars per share) | $ 10 | |||||||
Balance outstanding promissory note | $ 1,545,537 | |||||||
Sponsor fees | $ 10,000 | $ 120,000 | ||||||
IPO [Member] | ||||||||
Related Party Transactions (Details) [Line Items] | ||||||||
Aggregate units | $ 300,000 | |||||||
Private Placement Units [Member] | ||||||||
Related Party Transactions (Details) [Line Items] | ||||||||
Sponsor funded | 179,463 | $ 79,673 | ||||||
Aggregate purchase price | $ 45,540 | $ 3,475,000 | ||||||
Price per share (in Dollars per share) | $ 10 | |||||||
Class B Common Stock [Member] | ||||||||
Related Party Transactions (Details) [Line Items] | ||||||||
Shares of our common stock (in Shares) | 1.5 | |||||||
Chief Financial Officer [Member] | ||||||||
Related Party Transactions (Details) [Line Items] | ||||||||
Entity affiliated | $ 6,500 | $ 26,000 | ||||||
Founder Shares [Member] | ||||||||
Related Party Transactions (Details) [Line Items] | ||||||||
Issuance of share (in Shares) | 2,156,250 | |||||||
Aggregate price amount | $ 25,000 | |||||||
Founder Shares [Member] | Over-Allotment Option [Member] | ||||||||
Related Party Transactions (Details) [Line Items] | ||||||||
Forfeited shares (in Shares) | 281,250 | |||||||
Founder Shares [Member] | Class B Common Stock [Member] | ||||||||
Related Party Transactions (Details) [Line Items] | ||||||||
Issuance of share (in Shares) | 1,437,500 | |||||||
Common stock, par value (in Dollars per share) | $ 0.0001 | |||||||
Founder Shares [Member] | Business Combination [Member] | ||||||||
Related Party Transactions (Details) [Line Items] | ||||||||
Common stock share (in Dollars per share) | $ 12.5 | |||||||
Initial business combination percentage | 50% |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) | 1 Months Ended | 12 Months Ended | ||
Jan. 14, 2022 | Oct. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Commitments and Contingencies (Details) [Line Items] | ||||
Underwriting fee per unit | $ 0.2 | |||
Aggregate underwriting fee (in Dollars) | $ 1,545,537 | |||
Additional underwriting payable per share | $ 0.35 | |||
Aggregate deferred underwriting payable (in Dollars) | $ 2,704,690 | |||
Share of common stock (in Shares) | 1 | |||
Common stock conversion per share | $ 0.01 | |||
Common stock, per share | $ 0.0001 | $ 0.0001 | $ 0.0001 | |
Pre-money enterprise valuation (in Dollars) | $ 150,000,000 | |||
WTMA common stock per share | $ 10 | |||
Over-Allotment Option [Member] | ||||
Commitments and Contingencies (Details) [Line Items] | ||||
Purchase of additional units (in Shares) | 227,686 | 1,125,000 | ||
Offering price | $ 10 | |||
Additional gross proceeds (in Dollars) | $ 2,276,860 | |||
Series A Preferred Stock [Member] | ||||
Commitments and Contingencies (Details) [Line Items] | ||||
Preferred stock, per share | $ 0.01 | |||
Sponsor Support and Lock-up Agreement [Member] | ||||
Commitments and Contingencies (Details) [Line Items] | ||||
Common stock equals or exceeds per share | $ 12.5 | |||
Shareholder Support and Lock-up Agreement [Member] | ||||
Commitments and Contingencies (Details) [Line Items] | ||||
Common stock equals or exceeds per share | $ 12.5 |
Stockholders_ Deficit (Details)
Stockholders’ Deficit (Details) - USD ($) | 12 Months Ended | ||||
Dec. 31, 2021 | Dec. 31, 2022 | Oct. 31, 2022 | Oct. 13, 2021 | Jun. 25, 2021 | |
Stockholders’ Deficit (Details) [Line Items] | |||||
Common stock, shares authorized | 100,000,000 | 100,000,000 | |||
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
Common Stock [Member] | |||||
Stockholders’ Deficit (Details) [Line Items] | |||||
Common stock, shares authorized | 100,000,000 | ||||
Common stock, par value (in Dollars per share) | $ 0.0001 | ||||
Shares outstanding | 2,503,750 | 2,283,976 | |||
Common stock subject to possible redemption | 7,500,000 | 7,727,686 | |||
Class B Common Stock [Member] | |||||
Stockholders’ Deficit (Details) [Line Items] | |||||
Sponsor shares | 1.5 | 1,437,500 | |||
Aggregate purchase price (in Dollars) | $ 25,000 | ||||
Aggregate of founder shares | 2,156,250 |
Income Tax (Details)
Income Tax (Details) - USD ($) | 7 Months Ended | 12 Months Ended |
Dec. 31, 2021 | Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | ||
Federal net operating loss carry overs | $ 60,739 | $ 0 |
Valuation allowance | $ 12,755 | $ 371,080 |
Income Tax (Details) - Schedule
Income Tax (Details) - Schedule of net deferred tax asset (liabilities) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Deferred tax assets | ||
Net operating loss carryforward | $ 12,755 | |
Startup Costs | 383,835 | |
Total deferred tax assets | 383,835 | 12,755 |
Valuation allowance | (383,835) | (12,755) |
Deferred tax assets, net of allowance |
Income Tax (Details) - Schedu_2
Income Tax (Details) - Schedule of income tax provision - Income Taxes [Member] - USD ($) | 7 Months Ended | 12 Months Ended |
Dec. 31, 2021 | Dec. 31, 2022 | |
Federal | ||
Current | $ 180,688 | |
Deferred | (12,755) | (371,080) |
State | ||
Current | ||
Deferred | ||
Change in valuation allowance | 12,755 | 371,080 |
Income tax provision | $ 180,688 |
Income Tax (Details) - Schedu_3
Income Tax (Details) - Schedule of federal income tax rate | 7 Months Ended | 12 Months Ended |
Dec. 31, 2021 | Dec. 31, 2022 | |
Schedule of Federal Income Tax Rate [Abstract] | ||
Statutory federal income tax rate | 21% | 21% |
Permanent book/tax difference | 0% | (12.39%) |
Change in valuation allowance | (21.00%) | (16.79%) |
Income tax provision | 0% | (8.18%) |
Fair Value Measurements (Detail
Fair Value Measurements (Details) | Dec. 31, 2022 USD ($) |
Fair Value Disclosures [Abstract] | |
Assets Held-in-trust | $ 298,414 |
Fair Value Measurements (Deta_2
Fair Value Measurements (Details) - Schedule of liabilities measured at fair value on a recurring basis - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Quoted Prices in Active Markets (Level 1) [Member] | ||
Assets: | ||
Cash and U.S. Treasury Securities | $ 79,645,156 | $ 75,000,011 |
Significant Other Observable Inputs (Level 2) [Member] | ||
Assets: | ||
Cash and U.S. Treasury Securities | ||
Significant Other Observable Inputs (Level 3) [Member] | ||
Assets: | ||
Cash and U.S. Treasury Securities |