Cover
Cover | 6 Months Ended |
Jun. 30, 2023 | |
Entity Addresses [Line Items] | |
Document Type | S-4/A |
Amendment Flag | true |
Amendment Description | Amendment No. 6 |
Entity Registrant Name | OMNILIT ACQUISITION CORP. |
Entity Central Index Key | 0001866816 |
Entity Tax Identification Number | 87-0816957 |
Entity Incorporation, State or Country Code | DE |
Entity Address, Address Line One | 1111 Lincoln Road, |
Entity Address, Address Line Two | Suite 500 |
Entity Address, City or Town | Miami |
Entity Address, State or Province | FL |
Entity Address, Postal Zip Code | 33139 |
City Area Code | (786) |
Local Phone Number | 750-2820 |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | true |
Elected Not To Use the Extended Transition Period | false |
Business Contact [Member] | |
Entity Addresses [Line Items] | |
Entity Address, Address Line One | 1111 Lincoln Road |
Entity Address, Address Line Two | Suite 500 |
Entity Address, City or Town | Miami Beach |
Entity Address, State or Province | FL |
Entity Address, Postal Zip Code | 33139 |
City Area Code | (786) |
Local Phone Number | 750-2820 |
Contact Personnel Name | Al Kapoor |
Condensed Balance Sheets
Condensed Balance Sheets - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |||
Current assets: | ||||||
Cash on hand | $ 467,760 | $ 117,506 | $ 494,599 | |||
Prepaid expenses | 123,947 | 134,425 | 171,908 | |||
Income Tax Receivable | 8,765 | |||||
Total current assets | 591,707 | 260,696 | 666,507 | |||
Long-term prepaid expenses | 135,036 | |||||
Marketable securities and cash held in Trust Account | 14,268,619 | 14,011,070 | 146,626,679 | |||
Total assets | 14,860,326 | 14,271,766 | 147,428,222 | |||
Current liabilities: | ||||||
Accounts payable and accrued offering cost | 396,425 | 117,070 | 204,095 | |||
Income tax liability | 84,930 | |||||
Notes Payable | 694,941 | |||||
Total current liabilities | 1,176,296 | 117,070 | 204,095 | |||
Deferred underwriters’ discount | 500,000 | 500,000 | 5,031,250 | |||
Total liabilities | 1,676,296 | 617,070 | 5,235,345 | |||
Commitments and contingencies (Note 6) | ||||||
Common stock subject to possible redemption, 1,348,049 shares at $10.20 (1)() | 14,169,629 | [1],[2] | 13,919,834 | [1],[2],[3] | 146,625,000 | [3] |
Stockholders’ deficit: | ||||||
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | ||||||
Additional paid-in capital | ||||||
Accumulated deficit | (986,078) | (265,618) | (4,432,602) | |||
Total stockholders’ deficit | (985,599) | [4] | (265,138) | (4,432,123) | [5] | |
Total liabilities and stockholders’ deficit | 14,860,326 | 14,271,766 | 147,428,222 | |||
Common Class A [Member] | ||||||
Stockholders’ deficit: | ||||||
Common stock value | 400 | [2] | [2] | |||
Common Class B [Member] | ||||||
Stockholders’ deficit: | ||||||
Common stock value | $ 79 | [2] | $ 479 | [2] | $ 479 | |
[1]In connection with the Special Meeting of Stockholders held on December 21, 2022 13,026,951 4,000,000 1 3 13,026,951 3,000,000 4,312,500 718,750 the Company effected a 1 1/3 for 1 forward stock split of its Class B common stock, so that the Sponsor owns an aggregate of 4,791,667 |
Condensed Balance Sheets (Paren
Condensed Balance Sheets (Parenthetical) | Dec. 21, 2022 shares |
Temporary equity shares redeemed | 13,026,951 |
Condensed Statements of Operati
Condensed Statements of Operations - USD ($) | 3 Months Ended | 6 Months Ended | 7 Months Ended | 12 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | |
Operating costs | $ 366,781 | $ 137,279 | $ 688,031 | $ 321,163 | $ 171,167 | $ 787,639 |
Loss from operations | (366,781) | (137,279) | (688,031) | (321,163) | (171,167) | (787,639) |
Income Tax | ||||||
Interest earned on investment held in Trust Account | 166,639 | 208,234 | 302,669 | 220,201 | 1,679 | 2,081,055 |
Total income (loss) before income tax | (200,142) | 70,955 | (385,362) | (100,962) | (169,488) | 1,293,416 |
Income tax expense | 57,876 | 6,387 | 85,303 | 6,387 | 445,793 | |
Net income (loss) | (258,018) | 64,568 | (470,665) | (107,349) | (169,488) | 847,623 |
Interest earned on investment held in Trust Account | $ (166,639) | $ (208,234) | $ (302,669) | $ (220,201) | $ (1,679) | $ (2,081,055) |
Common Class A [Member] | ||||||
Basic weighted average shares outstanding | 5,282,115 | 14,375,000 | 5,282,115 | 14,375,000 | 14,375,000 | 13,982,407 |
Diluted weighted average shares outstanding | 5,282,115 | 14,375,000 | 5,282,115 | 14,375,000 | 14,375,000 | 13,982,407 |
Basic net income (loss) per share | $ (0.04) | $ 0.01 | $ (0.08) | $ (0.01) | $ (0.01) | $ 0.05 |
Diluted net income (loss) per share | $ (0.04) | $ 0.01 | $ (0.08) | $ (0.01) | $ (0.01) | $ 0.05 |
Common Class B [Member] | ||||||
Basic weighted average shares outstanding | 857,601 | 4,791,667 | 857,601 | 4,791,667 | 4,330,522 | 4,791,667 |
Diluted weighted average shares outstanding | 857,601 | 4,791,667 | 857,601 | 4,791,667 | 4,330,522 | 4,791,667 |
Basic net income (loss) per share | $ (0.04) | $ 0.01 | $ (0.08) | $ (0.01) | $ (0.01) | $ 0.05 |
Diluted net income (loss) per share | $ (0.04) | $ 0.01 | $ (0.08) | $ (0.01) | $ (0.01) | $ 0.05 |
Condensed Statements of Stockho
Condensed Statements of Stockholders' Deficit - USD ($) | Common Stock [Member] Common Class B [Member] | Common Stock [Member] Common Class B [Member] Revision of Prior Period, Adjustment [Member] | Additional Paid-in Capital [Member] | Additional Paid-in Capital [Member] Revision of Prior Period, Adjustment [Member] | Retained Earnings [Member] | Retained Earnings [Member] Revision of Prior Period, Adjustment [Member] | Total | Revision of Prior Period, Adjustment [Member] | |
Balance, value at May. 19, 2021 | |||||||||
Balance, shares at May. 19, 2021 | |||||||||
Net income (loss) | |||||||||
Issuance of Class B common stock to Sponsor | $ 479 | 24,521 | 25,000 | ||||||
Issuance of Class B common stock to Sponsor, shares | 4,791,667 | ||||||||
Balance, value at Jun. 30, 2021 | $ 431 | 24,569 | 25,000 | ||||||
Balance, shares at Jun. 30, 2021 | 4,791,667 | ||||||||
Balance, value at May. 19, 2021 | |||||||||
Balance, shares at May. 19, 2021 | |||||||||
Net income (loss) | (169,488) | ||||||||
Balance, value at Dec. 31, 2021 | [1] | $ 479 | (4,432,602) | (4,432,123) | |||||
Balance, shares at Dec. 31, 2021 | [1],[2] | 4,791,667 | |||||||
Balance, value at Jun. 30, 2021 | $ 431 | 24,569 | 25,000 | ||||||
Balance, shares at Jun. 30, 2021 | 4,791,667 | ||||||||
Net income (loss) | |||||||||
Balance, value at Sep. 30, 2021 | $ 479 | 24,521 | 25,000 | ||||||
Balance, shares at Sep. 30, 2021 | 4,791,667 | ||||||||
Net income (loss) | (169,488) | (169,488) | |||||||
Accretion of common stock to redemption value | (10,284,857) | (4,263,114) | (14,547,971) | ||||||
Proceeds from issuance of public warrants, net of offering costs | 3,359,443 | 3,359,443 | |||||||
Issuance of private placement warrants in connection with IPO, net of offering cost | 6,900,893 | 6,900,893 | |||||||
Balance, value at Dec. 31, 2021 | [1] | $ 479 | (4,432,602) | (4,432,123) | |||||
Balance, shares at Dec. 31, 2021 | [1],[2] | 4,791,667 | |||||||
Net income (loss) | (171,917) | (171,917) | |||||||
Balance, value at Mar. 31, 2022 | $ 479 | (4,604,519) | (4,604,040) | ||||||
Balance, shares at Mar. 31, 2022 | [2] | 4,791,667 | |||||||
Balance, value at Dec. 31, 2021 | [1] | $ 479 | (4,432,602) | (4,432,123) | |||||
Balance, shares at Dec. 31, 2021 | [1],[2] | 4,791,667 | |||||||
Net income (loss) | (107,349) | ||||||||
Balance, value at Jun. 30, 2022 | $ 479 | (4,539,951) | (4,539,472) | ||||||
Balance, shares at Jun. 30, 2022 | [2] | 4,791,667 | |||||||
Balance, value at Dec. 31, 2021 | [1] | $ 479 | (4,432,602) | (4,432,123) | |||||
Balance, shares at Dec. 31, 2021 | [1],[2] | 4,791,667 | |||||||
Net income (loss) | 847,623 | ||||||||
Balance, value at Dec. 31, 2022 | $ 479 | (265,618) | (265,138) | ||||||
Balance, shares at Dec. 31, 2022 | [2] | 4,791,667 | |||||||
Balance, value at Mar. 31, 2022 | $ 479 | (4,604,519) | (4,604,040) | ||||||
Balance, shares at Mar. 31, 2022 | [2] | 4,791,667 | |||||||
Net income (loss) | 64,568 | 64,568 | |||||||
Balance, value at Jun. 30, 2022 | $ 479 | (4,539,951) | (4,539,472) | ||||||
Balance, shares at Jun. 30, 2022 | [2] | 4,791,667 | |||||||
Net income (loss) | 336,890 | 336,890 | |||||||
Accretion of common stock to redemption value | (356,439) | (356,439) | |||||||
Balance, value at Sep. 30, 2022 | $ 479 | (4,559,500) | (4,559,021) | ||||||
Balance, shares at Sep. 30, 2022 | 4,791,667 | ||||||||
Net income (loss) | 618,083 | 618,083 | |||||||
Accretion of common stock to redemption value | (855,451) | (855,451) | |||||||
Deferred Underwriter’s Fees | 4,531,250 | 4,531,250 | |||||||
Balance, value at Dec. 31, 2022 | $ 479 | (265,618) | (265,138) | ||||||
Balance, shares at Dec. 31, 2022 | [2] | 4,791,667 | |||||||
Net income (loss) | (212,647) | (212,647) | |||||||
Accretion of common stock to redemption value | (80,789) | (80,789) | |||||||
Stock issued during period, shares, other | (1,000,000) | ||||||||
Balance, value at Mar. 31, 2023 | [2] | $ 379 | (559,055) | (558,576) | |||||
Balance, shares at Mar. 31, 2023 | [2] | 3,791,667 | |||||||
Balance, value at Dec. 31, 2022 | $ 479 | (265,618) | (265,138) | ||||||
Balance, shares at Dec. 31, 2022 | [2] | 4,791,667 | |||||||
Net income (loss) | (470,665) | ||||||||
Balance, value at Jun. 30, 2023 | [3] | $ 79 | (986,078) | (985,599) | |||||
Balance, shares at Jun. 30, 2023 | [2] | 791,667 | |||||||
Balance, value at Mar. 31, 2023 | [2] | $ 379 | (559,055) | (558,576) | |||||
Balance, shares at Mar. 31, 2023 | [2] | 3,791,667 | |||||||
Net income (loss) | $ (235,622) | (258,018) | $ (235,622) | ||||||
Accretion of common stock to redemption value | (191,401) | (191,401) | |||||||
Stock issued during period, shares, other | (3,000,000) | ||||||||
Balance, value at Jun. 30, 2023 | [3] | $ 79 | $ (986,078) | $ (985,599) | |||||
Balance, shares at Jun. 30, 2023 | [2] | 791,667 | |||||||
[1]On May 20, 2021, the Company issued an aggregate of 4,312,500 718,750 the Company effected a 1 1/3 for 1 forward stock split of its Class B common stock, so that the Sponsor owns an aggregate of 4,791,667 1,000,000 3,000,000 |
Condensed Statements of Stock_2
Condensed Statements of Stockholders' Deficit (Parenthetical) - shares | Apr. 03, 2023 | Jan. 31, 2023 | Jan. 30, 2023 | Dec. 15, 2022 | Nov. 01, 2021 | Sep. 27, 2021 | May 20, 2021 |
Related Party Transaction [Line Items] | |||||||
Number of shares issued | 499,992 | ||||||
Stock split description | a 1 1/3 for 1 forward stock split | ||||||
Conversion of stock, shares converted | 3,000,000 | 1,000,000 | 1,000,000 | ||||
Sponsor [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Number of shares issued | 4,791,667 | 4,312,500 | |||||
Stock forfeiture | 718,750 | ||||||
Stock split description | the Company effected a 1 1/3 for 1 forward stock split of its Class B common stock, so that the Sponsor owns an aggregate of 4,791,667 Founder Shares. |
Condensed Statements of Cash Fl
Condensed Statements of Cash Flows - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 7 Months Ended | 12 Months Ended | 25 Months Ended | ||||||||
Jun. 30, 2023 | Jun. 30, 2021 | Jun. 30, 2023 | Mar. 31, 2023 | Dec. 31, 2022 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | Jun. 30, 2023 | |
Cash flows from operating activities: | ||||||||||||||
Net loss | $ (258,018) | $ (212,647) | $ 618,083 | $ 336,890 | $ 64,568 | $ (171,917) | $ (169,488) | $ (470,665) | $ (107,349) | $ (169,488) | $ 847,623 | |||
Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||||||||
Interest earned on investment held in Trust Account | (302,669) | (220,201) | (1,679) | (2,081,055) | ||||||||||
Changes in current assets and liabilities: | ||||||||||||||
Prepaid expenses | 10,477 | 56,999 | (306,945) | 172,520 | ||||||||||
Accounts payable | 279,356 | (55,014) | 204,095 | (20,589) | ||||||||||
Income tax expense | 84,930 | 6,387 | 445,793 | |||||||||||
Income Tax Receivable | 8,765 | (8,766) | ||||||||||||
Net cash used in operating activities | (389,806) | (319,178) | (274,017) | (644,474) | ||||||||||
Cash Flows from Investing Activities: | ||||||||||||||
Investment of cash in Trust Account | (146,625,000) | |||||||||||||
Net cash used in investing activities | (146,625,000) | |||||||||||||
Cash flows from financing activities: | ||||||||||||||
Proceeds from sale of Units, net of underwriters’ discount | 140,875,000 | |||||||||||||
Proceeds from issuance of private placement warrants | 6,920,500 | |||||||||||||
Proceeds from Issuance of Class B common stock to Sponsor | 25,000 | |||||||||||||
Proceeds from notes-payable to related party | 300,000 | |||||||||||||
Proceeds from advances from related party | 363,995 | $ 363,995 | ||||||||||||
Payment of offering costs | (426,884) | (66,435) | ||||||||||||
Notes Payable | 694,941 | 174,163 | ||||||||||||
Funds Transfer from Trust Account to Cash for DE Tax Reimbursement | $ 45,120 | 45,120 | (66,435) | (663,995) | 333,814 | |||||||||
Net cash provided by financing activities | 740,061 | 107,728 | 147,393,616 | 267,379 | ||||||||||
Net change in cash | 350,255 | (211,450) | 494,599 | (377,093) | ||||||||||
Cash, beginning of the period | $ 117,506 | $ 283,149 | $ 494,599 | 117,506 | 494,599 | 494,599 | ||||||||
Cash, end of the period | $ 467,760 | $ 467,760 | $ 117,506 | $ 283,149 | $ 494,599 | 467,760 | 283,149 | 494,599 | 117,506 | $ 467,760 | ||||
Non-cash financing transactions: | ||||||||||||||
Deferred underwriting fee payable | $ 500,000 | $ 5,031,250 | 5,031,250 | 500,000 | ||||||||||
Accretion of common stock to redemption value | 1,211,890 | |||||||||||||
Payment from Trust Account in connection with redemption of shares | 133,917,056 | |||||||||||||
Remeasurement of shares subject to redemption | 14,547,971 | 15,759,861 | ||||||||||||
Offering costs included in accounts payable and accrued expenses | 66,435 | |||||||||||||
Funds Transfer from Trust Account to Cash for Federal and State Tax Reimbursement | $ 445,793 |
Description of Organization and
Description of Organization and Business Operations | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Description of Organization and Business Operations | Note 1 — Description of Organization and Business Operations OmniLit Acquisition Corp. (the “Company”) was incorporated in Delaware for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or similar business combination with one or more businesses (the “Business Combination”). As of June 30, 2023, the Company had not commenced any operations other than searching for a business combination after our Initial Public Offering (as defined below). All activity for the period from May 20, 2021 (inception) through June 30, 2023 relates to the Company’s formation, the Initial Public Offering and, subsequent to the Initial Public Offering, identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from the Initial Public Offering. The Company has selected December 31 as its fiscal year end. The registration statement for the Initial Public Offering was declared effective by the U.S. Securities and Exchange Commission (the “SEC”) on November 8, 2021 (the “Effective Date”). On November 12, 2021, the Company completed its initial public offering (the “Initial Public Offering” or “IPO”) of 14,375,000 1,875,000 10.00 143,750,000 Simultaneously with the closing of the IPO, the Company consummated a private placement (the “Private Placement”) of 6,201,750 575,000 143,750 1.00 6,920,500 Transaction costs amounted to $ 8,333,135 2,875,000 5,031,250 426,884 1,579,046 The Company’s Business Combination must be with one or more target businesses that together have a fair market value equal to at least 80 Upon the closing of the Initial Public Offering, a total of $ 146,625,000 10.20 100,000 The Company will provide its public stockholders with the opportunity to redeem all or a portion of their public shares upon the completion of the 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 proposed Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The stockholders will be entitled to redeem their shares for a pro rata portion of the amount then on deposit in the Trust Account (initially approximately $ 10.20 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 initial Business Combination and in connection with certain amendments to the Company’s amended and restated memorandum and articles of association. In accordance with SEC and its guidance on redeemable equity instruments, which has been codified in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 480-10-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 warrants), the initial carrying value of common stock classified as temporary equity will be the allocated proceeds determined in accordance with FASB ASC 470-20. The public shares are subject to FASB 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 this change immediately. On December 21, 2022, the Company held a special meeting of stockholders in lieu of an annual meeting of stockholders (the “Meeting”). At the Meeting, the Company’s stockholders approved an amendment to the Company’s Second Amended and Restated Certificate of Incorporation (the “Charter Amendment”) to extend the date by which the Company must consummate its initial Business Combination from February 12, 2023 to November 12, 2023 (the “Combination Period”), or such earlier date as determined by the Company’s board of directors. On January 26, 2022, the Company held a special meeting of stockholders. At the Meeting, the Company’s stockholders approved an amendment to the Company’s Second Amended and Restated Certificate of Incorporation to provide for the right of a holder of Class B common stock of the Company to convert into Class A common stock of the Company on a one-for-one basis prior to the closing of an initial Business Combination. On January 31, 2023, OmniLit Sponsor LLC voluntarily converted 1,000,00 1,000,000 2,348,049 3,791,667 Business Combination Agreement On May 9, 2023, OmniLit Acquisition Corp. entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Syntec Optics, Inc., a Delaware corporation (“Syntec Optics”), and Optics Merger Sub, Inc., a Delaware corporation and a direct, wholly owned subsidiary of OmniLit Acquisition Corp. (“Merger Sub”). The Merger Agreement provides that, among other things and upon the terms and subject to the conditions thereof, the following transactions will occur: (i) 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, in accordance with applicable provisions of the Delaware General Corporation Law (“DGCL”), Merger Sub will merge with and into Syntec Optics, the separate corporate existence of Merger Sub ceased and Syntec Optics will be the surviving corporation and a wholly owned subsidiary of OmniLit Acquisition Corp. (the “Merger”); (ii) at the Closing, Syntec Optics will change its name to “Syntec Optics Holdings Inc.” and is referred to herein as “New Syntec Optics”; (iii) as a result of the Merger, among other things, all shares of capital stock of Syntec Optics outstanding as of immediately prior to the effective time of the Merger were canceled in exchange for the right to receive shares of common stock, par value $ 0.0001 31,600,000 10.00 (iv) following the Closing, OmniLit will issue 26,000,000 additional shares of Common Stock (the “Contingent Earnout”) to the Company’s existing stockholders at the Closing, which Contingent Earnout shares will vest upon OmniLit Common Stock achieving the following stock trading price thresholds (the “Contingent Earnout Trigger Price”) following the Closing: one-third (1/3 rd rd rd (v) OmniLit will issue up to 2,000,000 The Performance-based Earnout shares shall be awarded by the Board of Directors based on achieving the following performance thresholds following the Closing: one-half (1/2) at achieving revenue of $75 million and adjusted EBITDA of $22.6 million based on 2024 financial audited statements, and one-half (1/2) at achieving revenue of $196 million and adjusted EBITDA of $50.6 million based on the 2025 financial audit statement. The Board of Directors of OmniLit Acquisition Corp. (the “Board”) has unanimously (i) approved and declared advisable the Business Combination Agreement, the Merger and the other transactions contemplated thereby and (ii) resolved to recommend approval of the Business Combination Agreement and related matters by the stockholders of OmniLit Acquisition Corp. The consummation of the Business Combination is conditioned upon, among other things, (i) the approval by our stockholders of the proposals set forth herein and approval of Syntec Optics’ stockholders of the transactions contemplated by the Business Combination Agreement (which such approval by Syntec Optics’ stockholders was obtained and delivered by execution of a written consent by the requisite equity holders of Syntec Optics); (ii) this proxy statement/prospectus receiving SEC clearance; (iii) applicable waiting periods under the HSR act expiring or terminating; (iv) the approval by Nasdaq of our initial listing application in connection with the Business Combination. Therefore, unless these conditions are waived by the applicable parties to the Business Combination Agreement, the Business Combination Agreement could terminate, and the Business Combination may not be consummated. Initial Business Combination The Company has up to 24 months from the closing of the Initial Public Offering (or up to 24 months from the closing of the IPO to consummate the Business Combination (the “Combination Period”) after a 9 month extension voted on in a Special Meeting on December 21, 2022. However, if the Company is unable to complete the Business Combination within the Combination Period, the Company will redeem 100% of the outstanding public shares for a pro rata portion of the funds held in the Trust Account, 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 the Company to pay its franchise and income taxes obligations and less up to $ 100,000 The Sponsor, officers, and directors have agreed: (i) to waive their redemption rights with respect to their founder shares and public shares in connection with the completion of the Business Combination; (ii) to waive their redemption rights with respect to their founder shares and public shares in connection with a stockholder vote to approve an amendment to the Company’s certificate of incorporation; and (iii) to waive their rights to liquidating distributions from the Trust Account with respect to their founder shares if the Company fails to complete the Business Combination within the Combination Period. The Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or similar agreement, or business-combination agreement, reduce the amount of funds in the Trust Account to below the lesser of: (i) $ 10.20 10.20 Liquidity and Going Concern Consideration As of June 30, 2023, the Company had cash on hand of $ 467,760 117,506 45,120 694,941 769,941 The Company does not believe it will need to raise additional funds in order to meet the expenditures required for operating our business. However, if the estimate 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 our business prior to a Business Combination. Moreover, the Company may need to obtain additional financing either to complete a Business Combination or because the Company becomes obligated to redeem a significant number of public shares upon consummation of a Business Combination, in which case the Company may issue additional securities or incur debt in connection with such Business Combination. Subject to compliance with applicable securities laws, the Company would only complete such financing simultaneously with the completion of a Business Combination. If the Company is unable to complete a Business Combination because it does not have sufficient funds available, the Company will be forced to cease operations and liquidate the Trust Account. In addition, following a Business Combination, if cash on hand is insufficient, the Company may need to obtain additional financing in order to meet its obligations. The Company is a Special Purpose Acquisition Corporation with a scheduled liquidation date of November 12, 2023. The Company plans to complete the transaction before the liquidation date. In connection with the Special Purpose Acquisition Corporation’s assessment of going concern considerations in accordance with ASC Topic 205-40 Presentation of Financial Statements – Going Concern, although the Company intends to consummate a Business Combination on or before November 12, 2023, management has determined that the mandatory liquidation deadline less than 12 months away, should a Business Combination not occur and an extension is not requested by the Sponsor, raises doubt about the Company’s ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after November 12, 2023. Based on the foregoing, management believes that the Company will have insufficient working capital and borrowing capacity to meet its needs through the earlier of the consummation of a Business Combination or one year from this filing. Over this time period, the Company will be using these funds for paying existing accounts payable, identifying and evaluating prospective initial Business Combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Business Combination. Risks and Uncertainties Management is currently evaluating the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, the specific impact is not readily determinable as of the date of the unaudited condensed financial statement. The unaudited condensed financial statement does not include any adjustments that might result from the outcome of this uncertainty. In February 2022, The Russian Federation and Belarus commenced a military action with the country of Ukraine. As a result of this action, various nations, including the United States, have instituted economic sanctions against the Russian Federation and Belarus. Further, the impact of this action and related sanctions on the world economy are not determinable as of the date of these condensed unaudited financial statements. The specific impact on the Company’s financial condition, results of operations, and cash flows is also not determinable as of the date of these condensed unaudited financial statements. | Note 1 — Organization and Business Operations Description of Organization and Business Operations OmniLit Acquisition Corp. (the “Company”) was incorporated in Delaware for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or similar business combination with one or more businesses (the “ Business Combination As of December 31, 2022, the Company had not commenced any operations other than searching for a business combination after our Initial Public Offering (as defined below). All activity for the period from May 20, 2021 (inception) through December 31, 2021 and for the year ended December 31, 2022, relates to the Company’s formation, the Initial Public Offering and, subsequent to the Initial Public Offering, identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from the Initial Public Offering. The Company has selected December 31 as its fiscal year end. The registration statements for the Initial Public Offering were declared effective by the U.S. Securities and Exchange Commission (the “SEC”) on November 8, 2021 (the “Effective Date”). On November 12, 2021, the Company completed its initial public offering (the “Initial Public Offering” or “IPO”) of 14,375,000 units (“Units”), including the issuance of 1,875,000 Units as a result of the underwriters’ exercise in full of their over-allotment option at an offering price of $ 10.00 per Unit, generating gross proceeds of $ 143,750,000 which is discussed in Note 3. Simultaneously with the closing of the IPO, the Company consummated a private placement (the “Private Placement”) of 6,201,750 warrants to OmniLit Sponsor LLC, a Delaware limited liability company and the Company’s sponsor (the “Sponsor”), 575,000 warrants to Imperial Capital, LLC, a Delaware limited liability company (“Imperial Capital”), and 143,750 warrants to I-Bankers Securities, Inc., a Texas corporation (“I- Bankers”), (together, the “Private Placement Warrants”), each at a price of $ 1.00 per Private Placement Warrant, generating total proceeds of $ 6,920,500 , which is described in Note 4. Transaction costs amounted to $ 8,333,135 , consisting of $ 2,875,000 of underwriting discount, $ 5,031,250 of deferred underwriting discount, and $ 426,884 of other offering costs. Imperial Capital reduced the deferred fee upon in an amount equal to, in the aggregate, $ 500,000 1,579,046 of cash was held outside of the Trust Account (as defined below) and was available for working capital purposes. The Company’s Business Combination must be with one or more target businesses that together have a fair market value equal to at least 80 % of the balance in the Trust Account (as defined below) (net of taxes payable) at the time of the signing of an agreement to enter into the Business Combination. However, the Company will only complete the Business Combination if the post-Business Combination company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”). There is no assurance that the Company will be able to successfully effect the Business Combination. Upon the closing of the Initial Public Offering, a total of $ 146,625,000 ($ 10.20 per Unit) of the net proceeds from the IPO and the Private Placement was deposited in a trust account (“Trust Account”) and invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 180 days or less or in any open-ended investment company that holds itself out as a money market fund meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company. Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay its franchise and income tax obligations (less up to $ 100,000 of interest to pay dissolution expenses), the proceeds from the IPO and the sale of the Private Placement Warrants will not be released from the Trust Account until the earliest of: (a) the completion of the Business Combination; (b) the redemption of any public shares properly submitted in connection with a stockholder vote to amend the Company’s certificate of incorporation; and (c) the redemption of the Company’s public shares if the Company is unable to complete the Business Combination within 24 months from the closing of our IPO (as approved at the 2022 Special Meeting), subject to applicable law. The proceeds deposited in the Trust Account could become subject to the claims of the Company’s creditors, if any, which could have priority over the claims of the Company’s public stockholders. In connection with the Special Meeting of the Stockholders held on December 21, 2022, the Company provided its public stockholders with the opportunity to redeem all or a portion of their public shares. The stockholders were entitled to redeem their shares for a pro rata portion of the amount then on deposit in the Trust Account (initially approximately $ 10.20 per share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). 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 initial Business Combination and in connection with certain amendments to the Company’s amended and restated certificate of incorporation. In this Special Meeting of the Stockholders held on December 21, 2022, an Extension Amendment Proposal and the Trust Amendment Proposal were approved, and as a result, the Company has filed with the state of Delaware an amendment to the Amended and Restated Certificate of Incorporation to provide the Company the right to extend the Combination Period for an additional nine (9) months or such earlier date as determined by the Board, from February 12, 2023 to November 12, 2023. The purpose of the Extension was to provide the Company more time to complete a Business Combination, which the Board believes is in the best interests of our stockholders. With the Extension Proposal approved, neither the Sponsor nor the Company were required to deposit additional funds into the trust account in connection with the Extension. In connection with the Extension Proposal, stockholders who owned shares of our common stock issued in our IPO (we refer to such stockholders as “public stockholders” and such shares as “public shares”) elected to redeem all or a portion of their public shares. Stockholders who elected to redeem, the redemption for a per-share price, payable in cash, was equal to the aggregate amount then on deposit in the Company’s trust account (the “Trust Account”), including interest (which interest was net of taxes payable), divided by the number of then outstanding public shares. In connection with the vote to approve the Extension Amendment and Trust Amendment Proposals, the holders of 13,026,951 shares of Class A common stock properly exercised their right to redeem their shares for cash at a redemption price of approximately $ 10.28 per share, for an aggregate redemption amount of approximately $ 133,917,056 as of December 21, 2022, there were 1,348,049 shares of Class A common stock, par value $ 0.0001 per share, issued and outstanding. The underwriters were entitled to a deferred fee of $ 0.35 5,031,250 500,000 OMNILIT ACQUISITION CORP NOTES TO FINANCIAL STATEMENTS In accordance with SEC and its guidance on redeemable equity instruments, which has been codified in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 480-10-S99, redemption provisions not solely within the control of a company require ordinary shares 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 warrants), the initial carrying value of ordinary shares classified as temporary equity will be the allocated proceeds determined in accordance with FASB ASC 470-20. The public shares are subject to FASB 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 this change immediately. Initial Business Combination The Company had 15 months from the closing of the Initial Public Offering (or up to 24 months from the closing of the IPO, if the Company extends the period of time to consummate a business combination, as described in more detail in the Prospectus) to consummate the Business Combination (the “Combination Period”). Following the approval of the Extension Amendment Proposal and Trust Amendment Proposal at the 2022 Special Meeting of Stockholders, the Company now has the right to extend the Combination Period for an additional nine (9) months, or such earlier date as determined by the Board, from February 12, 2023 to November 12, 2023 (“Extended Combination Period”. However, if the Company is unable to complete the Business Combination within the Extended Combination Period, the Company will redeem 100% of the outstanding public shares for a pro rata portion of the funds held in the Trust Account, 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 the Company to pay its franchise and income taxes obligations and less up to $ 100,000 of interest to pay dissolution expenses, divided by the number of then outstanding public shares, subject to applicable law and as further described in this registration statement of which the Prospectus forms a part, and then seek to dissolve and liquidate. The Sponsor, officers, and directors have agreed: (i) to waive their redemption rights with respect to their founder shares and public shares in connection with the completion of the Business Combination; (ii) to waive their redemption rights with respect to their founder shares and public shares in connection with a stockholder vote to approve an amendment to the Company’s certificate of incorporation; and (iii) to waive their rights to liquidating distributions from the Trust Account with respect to their founder shares if the Company fails to complete the Business Combination within the Extended Combination Period. The Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written LOI, confidentiality or similar agreement, or business-combination agreement, reduce the amount of funds in the Trust Account to below the lesser of: (i) $ 10.20 per public share; and (ii) the actual amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $ 10.20 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act. However, the Company has not asked its Sponsor to reserve for such indemnification obligations, nor has the Company independently verified whether its Sponsor has sufficient funds to satisfy its indemnity obligations and believe that the Sponsor’s only assets are securities of the Company. Therefore, the Company cannot assure that its Sponsor would be able to satisfy those obligations. Liquidity and Going Concern Consideration As of December 31, 2022, the Company had cash on hand of $ 117,506 100,000 The Company does not believe we will need to raise additional funds in order to meet the expenditures required for operating our business. However, if the estimate 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 our business prior to a Business Combination. Moreover, the Company may need to obtain additional financing either to complete a Business Combination or because the Company becomes obligated to redeem a significant number of public shares upon consummation of a Business Combination, in which case the Company may issue additional securities or incur debt in connection with such Business Combination. Subject to compliance with applicable securities laws, the Company would only complete such financing simultaneously with the completion of a Business Combination. If the Company is unable to complete a Business Combination because it does not have sufficient funds available, the Company will be forced to cease operations and liquidate the Trust Account. In addition, following a Business Combination, if cash on hand is insufficient, the Company may need to obtain additional financing in order to meet its obligations. The Company is a Special Purpose Acquisition Corporation with a scheduled liquidation date of November 12, 2023. The Company must implement a resolution by the board as a condition of earlier liquidation date. The Company plans to complete the transaction before the scheduled liquidation date. In connection with the Special Purpose Acquisition Corporation’s assessment of going concern considerations in accordance with ASC Topic 205-40 Presentation of Financial Statements – Going Concern, although the Company intends to consummate a Business Combination on or before November 12, 2023, management has determined that the mandatory liquidation deadline less than 12 months away, should a Business Combination not occur, it raises doubt about the Company’s ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after February 12, 2023. Based on the foregoing, management believes that the Company will have insufficient working capital to meet its needs through the earlier of the consummation of a Business Combination or one year from this filing. Over this time period, the Company will be using these funds for paying existing accounts payable, identifying and evaluating prospective initial Business Combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Business Combination. Risks and Uncertainties Management is currently evaluating the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position and/or search for a target company, the specific impact is not readily determinable as of the date of the financial statement. The financial statement does not include any adjustments that might result from the outcome of this uncertainty. In February 2022, The Russian Federation and Belarus commenced a military action with the country of Ukraine. As a result of this action, various nations, including the United States, have instituted economic sanctions against the Russian Federation and Belarus. Further, the impact of this action and related sanctions on the world economy are not determinable as of the date of these condensed financial statements. The specific impact on the Company’s financial condition, results of operations, and cash flows is also not determinable as of the date of these condensed financial statements. OMNILIT ACQUISITION CORP NOTES TO FINANCIAL STATEMENT |
Significant Accounting Policies
Significant Accounting Policies | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Accounting Policies [Abstract] | ||
Significant Accounting Policies | Note 2 — Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in unaudited condensed financial statements prepared in accordance with U.S. GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the period ended December 31, 2022, as filed with the SEC on January 30, 2023. The interim results for the three and six month periods ended June 30, 2023 are not necessarily indicative of the results to be expected for the year ending December 31, 2023, or for any future period. Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, (the “Securities Act”), as modified by the Jumpstart our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s unaudited condensed financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of unaudited condensed financial statements in conformity with 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 unaudited condensed 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 significant 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 unaudited condensed financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. 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 June 30, 2023 and December 31, 2022. Marketable Securities Held in Trust Account At June 30, 2023 and December 31, 2022, substantially all of the assets held in the Trust Account were held in money market funds, which are primarily invested in treasury securities. The Company’s portfolio of investments is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. When the Company’s investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities. When the Company’s investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. Trading securities and investments in money market funds are presented on the balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in gain on investments held in the Trust Account in the accompanying unaudited condensed statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. Concentration of credit risk Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution which, at times may exceed the Federal depository insurance coverage of $ 250,000 Offering Costs The Company complies with the requirements of Accounting Standards Codification (“ASC”) 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A-” Expenses of Offering”. Offering costs consist of legal, accounting, underwriting discount and other costs that are directly related to the IPO. Accordingly, offering costs associated with the IPO totaled $ 8,333,135 2,875,000 5,031,250 426,885 500,000 Class A Common Stock Subject to Possible Redemption The Company accounts for its shares of Class A common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Shares of Class A common stock subject to mandatory redemption (if any) is classified as a liability instrument and is measured at fair value. Conditionally redeemable shares of Class A common stock (including shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, shares of Class A common stock are classified as stockholders’ equity. The Company’s shares of Class A common stock feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, shares of Class A common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet. All of the 14,375,000 The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid in capital and accumulated deficit. At June 30, 2023 and December 31, 2022, the Class A common stock reflected in the balance sheet are reconciled in the following table: Schedule of Reconciliation of Class A Ordinary Shares 6/30/2023 12/31/2022 Gross proceeds $ 14,000,624 $ 146,625,000 Less: Proceeds allocated to Public Warrants at issuance - Redeemable common stock issuance costs - NRA issuance cost (1,011,984 ) Redemption (133,917,056 ) Add Accretion of Carrying value to redemption value 169,005 2,223,875 Common stock subject to redemption $ 14,169,629 $ 13,919,834 Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the unaudited condensed financial statement, primarily due to its short-term nature. Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. Accounting for Warrants The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the instruments’ specific terms and applicable authoritative guidance in ASC 480 and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the instruments are free standing financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the instruments meet all of the requirements for equity classification under ASC 815, including whether the instruments are indexed to the Company’s own common stocks and whether the instrument holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, was conducted at the time of warrant issuance and as of each subsequent period end date while the instruments are outstanding. Management has concluded that the Public Warrants and Private Placement Warrants issued pursuant to the warrant agreement qualify for equity accounting treatment. Income Taxes The Company accounts for income taxes under ASC 740 Income Taxes (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the unaudited condensed financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more- likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of June 30, 2023. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company has identified the United States and Florida as its only “major” tax jurisdictions. The Company is subject to potential income tax examinations by federal and state taxing authorities. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. OmniLit Acquisition Corp. Provision for Income Taxes For the Three and Six Months Ended June 30, 2023 and the Year Ended December 31, 2022 Schedule of Income Tax Benefits Three Months Ended June 30, 2023 Six Months Ended June 30, 2023 Year Ended December 31, 2022 Current taxes $ 57,876 $ 85,303 $ 445,793 Deferred taxes - - - Income tax expense 57,876 85,303 445,793 Income (loss) before income taxes (200,142 ) (385,362 ) 1,293,416 Effective tax rate (28.92 )% (22.14 )% 34.47 % The accompanying notes are an integral part of the unaudited condensed financial statements Our effective tax rate was ( 28.92 22.14 34.47% 21% New Law and Changes On August 16, 2022, the Inflation Reduction (the IR) Act was signed into law, which, beginning in 2023, will impose a 1 The IR Act imposes a 1 Net Income Per Common Stock The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. The Company has two classes of shares, which are referred to as Class A common stock and Class B common stock. Earnings and losses are shared pro rata between the two classes of stock. The warrants are exercisable to purchase 14,108,000 For the Three and Six Months Ended June 30, 2023 and 2022, net income (loss) per common share is as follows: Schedule of Net Income (Loss) Per Common Share Three Months Ended June 30, 2023 Three Months Ended June 30, 2022 Six Months Ended June 30, 2023 Six Months Ended June 30, 2022 Class A Class B Class A Class B Class A Class B Class A Class B Basic and diluted net income (loss) per share Numerator: Allocation of net income (loss) $ (221,978 ) $ (36,040 ) $ 48,426 $ 16,142 $ (404,922 ) $ (65,743 ) $ (80,513 ) $ (26,837 ) Denominator Weighted-average shares outstanding 5,282,115 857,601 14,375,000 4,791,667 5,282,115 857,601 14,375,000 4,791,667 Basic and diluted net income (loss) per share $ (0.04 ) $ (0.04 ) $ 0.01 $ 0.01 $ (0.08 ) $ (0.08 ) $ (0.01 ) $ (0.01 ) Recent Accounting Pronouncements In August 2020, the FASB issued Accounting Standards Update (“ASU”) No. 2020-06, Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging —Contracts in Entity’ Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’ Own Equity (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. The ASU also removes certain settlement conditions that are required for equity-linked contracts to qualify for the derivative scope exception, and it simplifies the diluted earnings per share calculation in certain areas. The provisions of ASU 2020-06 are applicable for fiscal years beginning after December 15, 2023, with early adoption permitted no earlier than fiscal years beginning after December 15, 2020. The Company is currently evaluating the impact of ASU 2020- 06 on its financial statements. The Company’s management does not believe that any other recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying balance sheet. | Note 2 — Significant Accounting Policies Basis of Presentation Significant Accounting Policies Basis of Presentation The accompanying financial statements of the Company is presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, (the “Securities Act”), as modified by the Jumpstart our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. 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. Marketable Securities Held in Trust Account The Company’s portfolio of investments is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. When the Company’s investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities. When the Company’s investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. Trading securities and investments in money market funds are presented on the balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in gain on investments held in the Trust Account in the accompanying condensed statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution which, at times may exceed the Federal depository insurance coverage of $ 250,000 Offering Costs The Company complies with the requirements of Accounting Standards Codification (“ASC”) 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A-” Expenses of Offering”. Offering costs consist of legal, accounting, underwriting discount and other costs that are directly related to the IPO. Accordingly, on December 31, 2021, offering costs totaling $ 8,333,135 2,875,000 5,031,250 426,885 500,000 OMNILIT ACQUISITION CORP NOTES TO FINANCIAL STATEMENT Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its shares of Class A common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Shares of Class A common stock subject to mandatory redemption (if any) is classified as a liability instrument and is measured at fair value. Conditionally redeemable shares of Class A common stock (including shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, shares of Class A common stock are classified as stockholders’ equity. The Company’s shares of Class A common stock feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, shares of Class A common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet. All of the 14,375,000 Class A ordinary shares sold as part of the Units in the IPO contain a redemption feature which allows for the redemption of such public shares in connection with the Company’s liquidation, if there is a stockholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s amended and restated memorandum and articles of association. In accordance with the accounting treatment for redeemable equity instruments, which has been codified in ASC 480-10-S99, redemption provisions not solely within the control of the Company require Class A ordinary shares subject to redemption to be classified outside of permanent equity. Therefore, all Class A ordinary shares have been classified outside of permanent equity. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable ordinary shares are affected by charges against additional paid in capital and accumulated deficit. At December 31, 2022, the Class A Ordinary shares reflected in the balance sheet are reconciled in the following table: Schedule of Reconciliation of Class A Ordinary Shares 12/31/2022 12/31/2021 Gross proceeds $ 146,625,000 $ 143,750,000 Less: Proceeds allocated to Public Warrants at issuance - (3,566,173 ) Redeemable common stock issuance costs - (8,106,798 ) NRA issuance cost (1,011,984 ) - Redemption (133,917,056 ) - Add Accretion of Carrying value to redemption value 2,223,874 14,547,971 Common stock subject to redemption $ 13,919,834 $ 146,625,000 Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the financial statement, primarily due to its short-term nature. Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. Accounting for Warrants The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the instruments’ specific terms and applicable authoritative guidance in ASC 480 and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the instruments are free standing financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the instruments meet all of the requirements for equity classification under ASC 815, including whether the instruments are indexed to the Company’s own Common Stocks and whether the instrument holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, was conducted at the time of warrant issuance and as of each subsequent period end date while the instruments are outstanding. Management has concluded that the Public Warrants and Private Placement Warrants issued pursuant to the warrant agreement qualify for equity accounting treatment. Income Taxes The Company accounts for income taxes under ASC 740 Income Taxes (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carryforwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more- likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2022 and 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 has identified the United States and Florida as its only “major” tax jurisdictions. OMNILIT ACQUISITION CORP NOTES TO FINANCIAL STATEMENT The Company is subject to potential income tax examinations by federal and state taxing authorities. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. New Law and Changes On August 16, 2022, the Inflation Reduction Act (the “ IR Act 1 % excise tax on public company stock buybacks. The company is assessing the potential impact of the Act. The IR Act imposes a 1 % excise tax on the fair market value of stock repurchases made by covered corporations after December 31, 2022. The total taxable value of shares repurchased is reduced by the fair market value of and newly issued shares during the taxable year. Redemption rights are ubiquitous to nearly all SPACs. Stockholders have the ability to require the SPAC to repurchase their shares prior to the merger in what is known as a redemption right, essentially getting their money back. There are two possible scenarios in which redemption rights come into play. First, they can be exercised by the stockholders themselves because they are exiting the transaction, or second, they can be triggered because the SPAC did not find a target with which to merge. The Company will continue to access the potential impact of the IR Act. Based on our preliminary assessment, we do not expect a material impact on our consolidated financial statements. Net Income (Loss) Per Common Stock The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. The Company has two classes of shares, which are referred to as Class A common stock and Class B common stock. Earnings and losses are shared pro rata between the two classes of stock. The warrants are exercisable to purchase 14,108,000 For the Year Ended December 31, 2022 and the period from May 20, 2021 (Inception) Through December 31, 2021, net income (loss) per common share is as follows: Schedule of Net Income (Loss) Per Common Share Class A Class B Class A Class B Year Ended December 31, 2022 May 20, 2021 (Inception) Through December 31, 2021 Class A Class B Class A Class B Basic and diluted net income (loss) per share Numerator: Allocation of net income (loss) $ 631,285 $ 216,337 $ (127,116 ) $ (42,372 ) Denominator Weighted-average shares outstanding 13,982,407 4,791,667 14,375,000 4,330,522 Basic and diluted net income (loss) per share $ 0.05 $ 0.05 $ (0.01 ) $ (0.01 ) Recent Accounting Pronouncements In August 2020, the FASB issued Accounting Standards Update (“ASU”) No. 2020-06, Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging —Contracts in Entity’ Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’ Own Equity (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. The ASU also removes certain settlement conditions that are required for equity-linked contracts to qualify for the derivative scope exception, and it simplifies the diluted earnings per share calculation in certain areas. The provisions of ASU 2020-06 are applicable for fiscal years beginning after December 15, 2023, with early adoption permitted no earlier than fiscal years beginning after December 15, 2020. The Company is currently evaluating the impact of ASU 2020- 06 on its financial statements. The Company’s management does not believe that any other recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying balance sheet. |
Public Offering
Public Offering | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Regulated Operations [Abstract] | ||
Public Offering | Note 3 — Public Offering On November 12, 2021, the Company completed its IPO of 14,375,000 1,875,000 10.00 143,750,000 11.50 The underwriters were paid a cash underwriting discount of $ 2,875,000 0.20 500,000 Commencing January 24, 2022, holders of the Units sold in the Initial Public Offering may elect to separately trade the Class A common stock and Public Warrants included in the Units. Those Units not separated will continue to trade on the Nasdaq Global Market under the symbol “OLITU,” and the common stock and Public Warrants that are separated will trade on the Nasdaq Global Market under the symbols “OLIT” and “OLITW,” respectively. | Note 3 — Initial Public Offering Public Offering On November 12, 2021, the Company completed its IPO of 14,375,000 1,875,000 10.00 143,750,000 11.50 In connection with the Extension Proposal, stockholders who owned shares of our common stock issued in our IPO (we refer to such stockholders as “public stockholders” and such shares as “public shares”) elected to redeem all or a portion of their public shares. Stockholders who elected to redeem, the redemption for a per-share price, payable in cash, was equal to the aggregate amount then on deposit in the Company’s trust account (the “Trust Account”), including interest (which interest was net of taxes payable), divided by the number of then outstanding public shares. Therefore, 1,348,049 0.0001 The underwriters were paid a cash underwriting discount of $ 2,875,000 , or $ 0.20 per Unit, of the gross proceeds of the IPO. Additionally, the underwriters are entitled to a deferred underwriting discount of $ 500,000 of the gross proceeds of the IPO held in the Trust Account upon the completion of the Company’s initial Business Combination subject to the terms of the underwriter letter on November 12, 2022. |
Private Placement
Private Placement | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Private Placement | ||
Private Placement | Note 4 — Private Placement Simultaneously with the closing of the IPO, the Company completed a private placement of an aggregate of 6,920,500 1.00 6,920,500 The Private Placement Warrants will be identical to the warrants sold in the Initial Public Offering, except that the Private Placement Warrants: (i) may not (including the Class A common stock issuable upon exercise of these warrants), subject to certain limited exceptions, be transferred, assigned, or sold by the holders until 30 days after the completion of the Business Combination; and (ii) will be entitled to registration rights. The Company’s Sponsor has agreed: (i) to waive its redemption rights with respect to its founder shares and public shares in connection with the completion of the Business Combination; (ii) to waive its redemption rights with respect to its founder shares and public shares in connection with a stockholder vote to approve an amendment to the Company’s certificate of incorporation: (A) to modify the substance or timing of the Company’s obligation to redeem 100% of its public shares if the Company does not complete its Business Combination within 15 months from the closing of the IPO (or up to 21 months from the closing of the IPO, if the Company extends the period of time to consummate a business combination, as described in more detail in the Prospectus); or (B) with respect to any other provision relating to stockholders’ rights or pre-initial business-combination activity; and (iii) to waive its rights to liquidating distributions from the Trust Account with respect to its founder shares if the Company fails to complete its Business Combination within 15 months from the closing of the IPO (or up to 21 months from the closing of the IPO, if the Company extends the period of time to consummate a business combination, as described in more detail in the Prospectus). In addition, the Company’s Sponsor has agreed to vote any founder shares held by them and any public shares purchased during or after the IPO (including in open market and privately negotiated transactions) in favor of the Business Combination. | Note 4— Private Placement Simultaneously with the closing of the IPO, the Company completed a private placement of an aggregate of 6,920,500 1.00 6,920,500 The Private Placement Warrants will be identical to the warrants sold in the Initial Public Offering, except that the Private Placement Warrants: (i) may not (including the Class A common stock issuable upon exercise of these warrants), subject to certain limited exceptions, be transferred, assigned, or sold by the holders until 30 days after the completion of the Business Combination; and (ii) will be entitled to registration rights. OMNILIT ACQUISITION CORP NOTES TO FINANCIAL STATEMENT The Company’s Sponsor has agreed: (i) to waive its redemption rights with respect to its founder shares and public shares in connection with the completion of the Business Combination; (ii) to waive its redemption rights with respect to its founder shares and public shares in connection with a stockholder vote to approve an amendment to the Company’s certificate of incorporation: (A) to modify the substance or timing of the Company’s obligation to redeem 100% of its public shares if the Company does not complete its Business Combination within 24 months from the closing of the IPO (as approved at the 2022 Special Meeting); or (B) with respect to any other provision relating to stockholders’ rights or pre-initial business-combination activity; and (iii) to waive its rights to liquidating distributions from the Trust Account with respect to its founder shares if the Company fails to complete its Business Combination within 24 months from the closing of the IPO (as approved at the 2022 Special Meeting). In addition, the Company’s Sponsor has agreed to vote any founder shares held by them and any public shares purchased during or after the IPO (including in open market and privately negotiated transactions) in favor of the Business Combination. |
Related Party Transactions
Related Party Transactions | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Related Party Transactions [Abstract] | ||
Related Party Transactions | Note 5 — Related Party Transactions Related Party Payable Since our inception our Sponsor has advanced an aggregate of $ 363,995 Promissory Note — Related Party On June 10, 2021, the Company issued an unsecured promissory note to the Sponsor, pursuant to which the Company may borrow up to an aggregate principal amount of $ 300,000 300,000 On June 21, 2023, the Company issued an unsecured promissory note to the Sponsor, pursuant to which the Company may borrow up to an aggregate principal amount of $ 769,941 694,941 100,000 Related Party Loans In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). Such Working Capital Loans would be convertible into private placement-equivalent warrants at a price of $ 1.00 1,500,000 1,500,000 Founder Shares On May 20, 2021, the Company issued Class B shares in an aggregate amount of 4,312,500 718,750 a 1 1/3 for 1 forward stock split 4,791,667 25,000 0.005 12.00 1,000,000 1,000,000 3,000,000 791,667 Commitment Letter On March 31, 2022, the Sponsor provided a Commitment Letter to the Company to provide access to $ 100,000 100,000 | Note 5 — Related Party Transactions Related Party Payables Since our inception our Sponsor has advanced an aggregate of $ 363,995 Promissory Note — Related Party On June 10, 2021, the Company issued an unsecured promissory note to the Sponsor, pursuant to which the Company may borrow up to an aggregate principal amount of $ 300,000 300,000 Related Party Loans In connection with the Special meeting of Stockholders held on December 21, 2022, the Extension Proposal was approved, neither the Sponsor nor the Company are required to deposit additional funds into the trust account in connection with the Extension. In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). Such Working Capital Loans would be convertible into private placement-equivalent warrants at a price of $ 1.00 1,500,000 1,500,000 100,000 Founder Shares On May 20, 2021, the Company issued an aggregate of 4,312,500 718,750 a 1 1/3 for 1 forward stock split 4,791,667 25,000 0.005 12.00 As per 8-K filed on December 15, 2022, nine investors signed non-redemption agreements for 499,992 OMNILIT ACQUISITION CORP NOTES TO FINANCIAL STATEMENT |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Commitments and Contingencies | Note 6 — Commitments and Contingencies Registration Rights The holders of the founder shares, Private Placement Warrants, shares of Class A common stock underlying the Private Placement Warrants, and warrants (including underlying securities) that may be issued upon conversion of working capital loans will have registration rights to require the Company to register a sale of any of its securities held by them pursuant to a registration rights agreement to be signed prior to or on the effective date of the IPO. These holders will be entitled to make up to three demands, excluding short form registration demands, that the Company registers such securities for sale under the Securities Act. In addition, these holders will have “piggy-back” registration rights to include their securities in other registration statements filed by the Company. Notwithstanding the foregoing, the underwriters may not exercise their demand and “piggy-back” registration rights after five and seven years, respectively, after the effective date of the Initial Public Offering and may not exercise their demand rights on more than one occasion. Underwriters Agreement On November 12, 2021, the underwriters were paid a cash underwriting discount of $ 2,875,000 0.20 500,000 Right of First Refusal Subject to certain conditions, the Company granted Imperial Capital, for a period beginning on the closing of the Initial Public Offering and ending 12 months after the date of the consummation of the Business Combination, a right of first refusal to provide investment banking and/or financial advisory services in connection with certain future transaction until the earlier of (x) the date of the consummation of our initial business combination and (y) 18 months from the closing of the IPO. In accordance with FINRA Rule 5110(g)(6), such right of first refusal shall not have a duration of more than three years from the effective date of the registration statement of which the Prospectus forms a part. | Note 6 — Commitments Commitments and Contingencies Registration Rights The holders of the founder shares, Private Placement Warrants, shares of Class A common stock underlying the Private Placement Warrants, and warrants (including underlying securities) that may be issued upon conversion of working capital loans will have registration rights to require the Company to register a sale of any of its securities held by them pursuant to a registration rights agreement to be signed prior to or on the effective date of the IPO. These holders will be entitled to make up to three demands, excluding short form registration demands, that the Company registers such securities for sale under the Securities Act. In addition, these holders will have “piggy-back” registration rights to include their securities in other registration statements filed by the Company. Notwithstanding the foregoing, the underwriters may not exercise their demand and “piggyback” registration rights after five and seven years, respectively, after the effective date of the Initial Public Offering and may not exercise their demand rights on more than one occasion. Underwriters Agreement On November 12, 2021, the underwriters were paid a cash underwriting discount of $ 2,875,000 0.20 0.35 5,031,250 500,000 Right of First Refusal Subject to certain conditions, the Company granted Imperial Capital, for a period beginning on the closing of the Initial Public Offering and ending 12 months after the date of the consummation of the Business Combination, a right of first refusal to provide investment banking and/or financial advisory services in connection with certain future transaction until the earlier of (x) the date of the consummation of our initial business combination and (y) 18 months from the closing of the IPO. In accordance with FINRA Rule 5110(g)(6), such right of first refusal shall not have a duration of more than three years from the effective date of the registration statement of which the Prospectus forms a part. |
Stockholders_ Deficit
Stockholders’ Deficit | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Equity [Abstract] | ||
Stockholders’ Deficit | Note 7 — Stockholders’ Deficit Recapitalization the Company effected a recapitalization whereby a 1 1/3 for 1 forward stock split of its Class B common stock was completed so that the Sponsor owns an aggregate of 4,791,667 Preferred Stock 1,000,000 0.0001 no Class A Common Stock 100,000,000 0.0001 zero 1,348,049 zero 1,348,049 Class B Common Stock 20,000,000 0.0001 791,667 4,791,667 The Company’s initial stockholder has agreed not to transfer, assign, or sell any of its founder shares until the earlier of: (i) one year after the date of the consummation of the Business Combination; or (ii) the date on which the Company consummates a liquidation, merger, stock exchange, or other similar transaction that results in all of its stockholders having the right to exchange their shares of Class A common stock for cash, securities, or other property. Any permitted transferees will be subject to the same restrictions and other agreements of the initial stockholder with respect to any founder shares. Notwithstanding the foregoing, if the closing price of the Company’s Class A common stock equals or exceeds $ 12.00 The shares of Class B common stock will automatically convert into shares of the Company’s Class A common stock at the time of its Business Combination on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations, and the like, and subject to further adjustment as provided herein. In the case that additional shares of Class A common stock, or equity-linked securities, are issued or deemed issued in excess of the amounts offered in the Company’s registration statement and related to the closing of the Business Combination, the ratio at which shares of Class B common stock shall convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the outstanding shares of Class B common stock agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, on an as-converted basis, 25% of the sum of the total number of all shares of common stock outstanding upon the completion of the IPO Holders of the Class A common stock and holders of the Class B common stock will vote together as a single class on all matters submitted to a vote of the Company’s stockholders, with each share of common stock entitling the holder to one vote. On January 26, 2022, the Company held a special meeting of stockholders. At the Meeting, the Company’s stockholders approved an amendment to the Company’s Second Amended and Restated Certificate of Incorporation to provide for the right of a holder of Class B common stock of the Company to convert into Class A common stock of the Company on a one-for-one basis prior to the closing of an initial Business Combination. On January 31, 2023, OmniLit Sponsor LLC voluntarily converted 1,000,00 1,000,000 3,000,000 791,667 Warrants 7,187,500 6,920,500 Each whole warrant entitles the holder thereof to purchase one share of the Company’s Class A common stock at a price of $ 11.50 if: (A) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of its Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Company’s sponsor or its affiliates, without taking into account any founder shares held by the Company’s sponsor or its affiliates, prior to such issuance) (the “Newly Issued Price”); (B) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the Business Combination on the date of the consummation of the Business Combination (net of redemptions); and (C) the volume weighted average trading price of the Company’s common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described below under “Redemption of warrants” will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price The warrants will become exercisable on the later of 12 months from the closing of the IPO, or 30 days after the completion of its Business Combination and will expire five years after the completion of the Business Combination, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation. The Company will not be obligated to deliver any shares of Class A common stock pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the shares of Class A common stock underlying the warrants is then effective and a prospectus is current. No warrant will be exercisable, and the Company will not be obligated to issue shares of Class A common stock upon exercise of a warrant unless Class A common stock issuable upon such warrant exercise has been registered, qualified, or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. In no event will the Company be required to net cash settle any warrant. In the event that a registration statement is not effective for the exercised warrants, the purchaser of a unit containing such warrant will have paid the full purchase price for the unit solely for the share of Class A common stock underlying such unit. Once the warrants become exercisable, the Company may call the warrants for redemption (excluding the Private Placement Warrants): ● in whole and not in part; ● at a price of $ 0.01 ● upon not less than 30 days’ prior written notice of redemption to each warrant holder; and ● if, and only if, the reported last sale price of the Class A common stock equals or exceeds $ 18.00 ● if, and only if, there is a current registration statement in effect with respect to the shares of Class A common stock underlying such warrants. If the Company calls the warrants for redemption as described above, the management will have the option to require any holder that wishes to exercise its warrant to do so on a “cashless basis.” If the management takes advantage of this option, all holders of warrants would pay the exercise price by surrendering their warrants for that number of shares of Class A common stock equal to the quotient obtained by dividing: (A) the product of the number of shares of Class A common stock underlying the warrants, multiplied by the difference between the exercise price of the warrants and the “fair market value” (defined below); by (B) the fair market value. The “fair market value” shall mean the average reported last sale price of the Class A common stock for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants. The exercise price and number of shares of common stock issuable on exercise of the warrants may be adjusted in certain circumstances, including in the event of a stock dividend, extraordinary dividend, or the Company’s recapitalization, reorganization, merger, or consolidation. However, the warrants will not be adjusted for issuances of shares of common stock at a price below their respective exercise prices. | Note 7 — Stockholder’s Deficit Stockholders’ Deficit Recapitalization the Company effected a recapitalization whereby a 1 1/3 for 1 forward stock split of its Class B common stock was completed so that the Sponsor owns an aggregate of 4,791,667 Preferred Stock 1,000,000 0.0001 no Class A Common Stock 100,000,000 0.0001 14,375,000 1,348,049 Class B Common Stock 20,000,000 0.0001 4,791,667 The Company’s initial stockholder has agreed not to transfer, assign, or sell any of its founder shares until the earlier of: (i) one year after the date of the consummation of the Business Combination; or (ii) the date on which the Company consummates a liquidation, merger, stock exchange, or other similar transaction that results in all of its stockholders having the right to exchange their shares of Class A common stock for cash, securities, or other property. Any permitted transferees will be subject to the same restrictions and other agreements of the initial stockholder with respect to any founder shares. Notwithstanding the foregoing, if the closing price of the Company’s Class A common stock equals or exceeds $ 12.00 The shares of Class B common stock will automatically convert into shares of the Company’s Class A common stock at the time of its Business Combination on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations, and the like, and subject to further adjustment as provided herein. In the case that additional shares of Class A common stock, or equity-linked securities, are issued or deemed issued in excess of the amounts offered in the Company’s registration statement and related to the closing of the Business Combination, the ratio at which shares of Class B common stock shall convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the outstanding shares of Class B common stock agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, on an as-converted basis, 25 OMNILIT ACQUISITION CORP NOTES TO FINANCIAL STATEMENT Holders of the Class A common stock and holders of the Class B common stock will vote together as a single class on all matters submitted to a vote of the Company’s stockholders, with each share of common stock entitling the holder to one vote. Warrants 7,187,500 Public Warrants and 6,920,500 Private Placement Warrants outstanding respectively. Each whole warrant entitles the holder thereof to purchase one share of the Company’s Class A common stock at a price of $ 11.50 if: (A) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of its Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Company’s sponsor or its affiliates, without taking into account any founder shares held by the Company’s sponsor or its affiliates, prior to such issuance) (the “Newly Issued Price”); (B) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the Business Combination on the date of the consummation of the Business Combination (net of redemptions); and (C) the volume weighted average trading price of the Company’s common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described below under “Redemption of warrants” will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price. The warrants will become exercisable on the later of 12 months from the closing of the IPO, or 30 days after the completion of its Business Combination and will expire five years after the completion of the Business Combination, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation. The Company will not be obligated to deliver any shares of Class A common stock pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the shares of Class A common stock underlying the warrants is then effective and a prospectus is current. No warrant will be exercisable, and the Company will not be obligated to issue shares of Class A common stock upon exercise of a warrant unless Class A common stock issuable upon such warrant exercise has been registered, qualified, or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. In no event will the Company be required to net cash settle any warrant. In the event that a registration statement is not effective for the exercised warrants, the purchaser of a unit containing such warrant will have paid the full purchase price for the unit solely for the share of Class A common stock underlying such unit. Once the warrants become exercisable, the Company may call the warrants for redemption (excluding the Private Placement Warrants): ● in whole and not in part; ● at a price of $ 0.01 ● upon not less than 30 days’ prior written notice of redemption to each warrant holder; and ● if, and only if, the reported last sale price of the Class A common stock equals or exceeds $ 18.00 ● if, and only if, there is a current registration statement in effect with respect to the shares of Class A common stock underlying such warrants. If the Company calls the warrants for redemption as described above, the management will have the option to require any holder that wishes to exercise its warrant to do so on a “cashless basis.” If the management takes advantage of this option, all holders of warrants would pay the exercise price by surrendering their warrants for that number of shares of Class A common stock equal to the quotient obtained by dividing: (A) the product of the number of shares of Class A common stock underlying the warrants, multiplied by the difference between the exercise price of the warrants and the “fair market value” (defined below); by (B) the fair market value. The “fair market value” shall mean the average reported last sale price of the Class A common stock for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants. The exercise price and number of shares of common stock issuable on exercise of the warrants may be adjusted in certain circumstances, including in the event of a stock dividend, extraordinary dividend, or the Company’s recapitalization, reorganization, merger, or consolidation. However, the warrants will not be adjusted for issuances of shares of common stock at a price below their respective exercise prices. |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | ||
Fair Value Measurements | Note 8 — Fair Value Measurements The following table presents information about the Company’s assets that are measured at fair value on a recurring basis as of June 30, 2023 and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value. Schedule of Fair Value of Assets on Recurring Basis Assets: Level June 30, 2023 December 31, 2022 Marketable securities held in Trust Account 1 $ 14,268,619 $ 14,011,070 Transfers to/from Levels 1, 2, and 3 are recognized at the beginning of the reporting period. There were no transfers between levels for the period from May 20, 2021 (inception) through June 30, 2023. Level 1 instruments include investments in mutual funds invested in government securities. The Company uses inputs such as actual trade data, benchmark yields, quoted market prices from dealers or brokers, and other similar sources to determine the fair value of its investments. | Note 8 — Fair Value Fair Value Measurements The following table presents information about the Company’s assets that are measured at fair value on a recurring basis as of December 31, 2021 and 2022, and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value. Schedule of Fair Value of Assets on Recurring Basis Assets: Level December 31, 2022 December 31, 2021 Marketable securities held in Trust Account 1 $ 14,011,070 $ 146,626,679 Transfers to/from Levels 1, 2, and 3 are recognized at the beginning of the reporting period. There were no transfers between levels for the year ended December 31, 2022 and the period from May 20, 2021 (inception) through December 31, 2021. OMNILIT ACQUISITION CORP NOTES TO FINANCIAL STATEMENT Level 1 instruments include investments in mutual funds invested in government securities. The Company uses inputs such as actual trade data, benchmark yields, quoted market prices from dealers or brokers, and other similar sources to determine the fair value of its investments. Warrant Fair Value Measurement The Company established the initial fair value for the warrants on November 9, 2021, the date of the Company’s Initial Public Offering, using a modified Black-Scholes model for the Public Warrants and Private Placement Warrants and the transaction prices that serve as a proxy for fair value that were observed on the Balance Sheet date. The Company allocated the proceeds received from (i) the sale of Units (which is inclusive of one share of Class A common stock and one-half of one Public Warrant) and (ii) the sale of Private Placement Warrants, first to the warrants based on their fair values as determined at initial measurement, with the remaining proceeds recorded as a charge to accumulated deficit based on their relative fair values recorded at the initial measurement date. The warrants were classified as Level 3 at the initial measurement date due to the use of unobservable inputs. Schedule of Fair Value Measurement of Unobservable Inputs November 9, 2021 Fair Value Measurement Input Public Warrants Private Placement Warrants Common stock price $ 9.79 $ 9.79 Risk-free interest rate 1.34 % 1.34 % Expected term in years 5.87 5.87 Expected volatility 10.0 % 10.0 % Exercise price $ 11.50 $ 11.50 Fair Value per warrant $ 0.50 $ 0.50 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 9- Income Taxes As of December 31, 2022 and December 31, 2021, the Company’s net deferred tax assets are as follows: Schedule of Net Deferred Tax Assets 12/31/2022 12/31/2021 Deferred tax asset: Organizational costs/Startup expenses $ 162,512 $ 11,964 Net operating loss - 29,971 Total deferred tax asset 162,512 41,935 Valuation allowance (162,512 ) (41,935 ) Deferred tax asset, net of allowance $ - $ - The income tax benefit for the period from January 1, 2022 through December 31, 2022 and from May 20, 2021 (Inception) through December 31, 2021, consists of the following: Schedule of Income Tax Benefits January 1, 2022 through December 31, 2022 May 20, 2021 (inception) through December 31, 2021 Federal: Current $ 349,053 - Deferred (100,083 ) (35,944 ) State: Current $ 96,739 - Deferred (20,493 ) (5,991 ) Change in valuation allowance 120,577 41,935 Income tax provision $ 445,793 - A reconciliation of the federal income tax rate to the Company’s effective tax rate on December 31, 2022 and December 31, 2021, consists of the following: Schedule of Reconciliation of the Federal Income Tax Rate 12/31/2022 12/31/2021 Statutory federal income tax rate 21.0 % 21.0 % State taxes, net of federal tax benefit 4.3 % 2.8 % Change in State Tax Rate 2.0 % 0.0 % Net Operating Loss -2.3 % 0.0 % Change in valuation allowance 9.3 % -23.8 % Effective Tax Rate 34.4 % 0.0 % The Company will file taxes in the U.S. Federal jurisdiction and Florida. In 2022, the Company paid $ 355,916 98,641 6,863 1,902 |
Subsequent Events
Subsequent Events | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Subsequent Events [Abstract] | ||
Subsequent Events | Note 9 — Subsequent Events The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date the unaudited condensed financial statements were available to be issued. | Note 10- Subsequent Events The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date the financial statements were available to be issued. The Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements, except as described below. |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Accounting Policies [Abstract] | ||
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in unaudited condensed financial statements prepared in accordance with U.S. GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the period ended December 31, 2022, as filed with the SEC on January 30, 2023. The interim results for the three and six month periods ended June 30, 2023 are not necessarily indicative of the results to be expected for the year ending December 31, 2023, or for any future period. | Basis of Presentation The accompanying financial statements of the Company is presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. |
Emerging Growth Company Status | Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, (the “Securities Act”), as modified by the Jumpstart our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s unaudited condensed financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. | Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, (the “Securities Act”), as modified by the Jumpstart our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. |
Use of Estimates | Use of Estimates The preparation of unaudited condensed financial statements in conformity with 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 unaudited condensed 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 significant 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 unaudited condensed financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Actual results could differ from those estimates. | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. 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 June 30, 2023 and December 31, 2022. | 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. |
Marketable Securities Held in Trust Account | Marketable Securities Held in Trust Account At June 30, 2023 and December 31, 2022, substantially all of the assets held in the Trust Account were held in money market funds, which are primarily invested in treasury securities. The Company’s portfolio of investments is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. When the Company’s investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities. When the Company’s investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. Trading securities and investments in money market funds are presented on the balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in gain on investments held in the Trust Account in the accompanying unaudited condensed statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. | Marketable Securities Held in Trust Account The Company’s portfolio of investments is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. When the Company’s investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities. When the Company’s investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. Trading securities and investments in money market funds are presented on the balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in gain on investments held in the Trust Account in the accompanying condensed statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. |
Concentration of credit risk | Concentration of credit risk Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution which, at times may exceed the Federal depository insurance coverage of $ 250,000 | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution which, at times may exceed the Federal depository insurance coverage of $ 250,000 |
Offering Costs | Offering Costs The Company complies with the requirements of Accounting Standards Codification (“ASC”) 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A-” Expenses of Offering”. Offering costs consist of legal, accounting, underwriting discount and other costs that are directly related to the IPO. Accordingly, offering costs associated with the IPO totaled $ 8,333,135 2,875,000 5,031,250 426,885 500,000 | Offering Costs The Company complies with the requirements of Accounting Standards Codification (“ASC”) 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A-” Expenses of Offering”. Offering costs consist of legal, accounting, underwriting discount and other costs that are directly related to the IPO. Accordingly, on December 31, 2021, offering costs totaling $ 8,333,135 2,875,000 5,031,250 426,885 500,000 OMNILIT ACQUISITION CORP NOTES TO FINANCIAL STATEMENT |
Class A Common Stock Subject to Possible Redemption | Class A Common Stock Subject to Possible Redemption The Company accounts for its shares of Class A common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Shares of Class A common stock subject to mandatory redemption (if any) is classified as a liability instrument and is measured at fair value. Conditionally redeemable shares of Class A common stock (including shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, shares of Class A common stock are classified as stockholders’ equity. The Company’s shares of Class A common stock feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, shares of Class A common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet. All of the 14,375,000 The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid in capital and accumulated deficit. At June 30, 2023 and December 31, 2022, the Class A common stock reflected in the balance sheet are reconciled in the following table: Schedule of Reconciliation of Class A Ordinary Shares 6/30/2023 12/31/2022 Gross proceeds $ 14,000,624 $ 146,625,000 Less: Proceeds allocated to Public Warrants at issuance - Redeemable common stock issuance costs - NRA issuance cost (1,011,984 ) Redemption (133,917,056 ) Add Accretion of Carrying value to redemption value 169,005 2,223,875 Common stock subject to redemption $ 14,169,629 $ 13,919,834 | Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its shares of Class A common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Shares of Class A common stock subject to mandatory redemption (if any) is classified as a liability instrument and is measured at fair value. Conditionally redeemable shares of Class A common stock (including shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, shares of Class A common stock are classified as stockholders’ equity. The Company’s shares of Class A common stock feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, shares of Class A common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet. All of the 14,375,000 Class A ordinary shares sold as part of the Units in the IPO contain a redemption feature which allows for the redemption of such public shares in connection with the Company’s liquidation, if there is a stockholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s amended and restated memorandum and articles of association. In accordance with the accounting treatment for redeemable equity instruments, which has been codified in ASC 480-10-S99, redemption provisions not solely within the control of the Company require Class A ordinary shares subject to redemption to be classified outside of permanent equity. Therefore, all Class A ordinary shares have been classified outside of permanent equity. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable ordinary shares are affected by charges against additional paid in capital and accumulated deficit. At December 31, 2022, the Class A Ordinary shares reflected in the balance sheet are reconciled in the following table: Schedule of Reconciliation of Class A Ordinary Shares 12/31/2022 12/31/2021 Gross proceeds $ 146,625,000 $ 143,750,000 Less: Proceeds allocated to Public Warrants at issuance - (3,566,173 ) Redeemable common stock issuance costs - (8,106,798 ) NRA issuance cost (1,011,984 ) - Redemption (133,917,056 ) - Add Accretion of Carrying value to redemption value 2,223,874 14,547,971 Common stock subject to redemption $ 13,919,834 $ 146,625,000 |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the unaudited condensed financial statement, primarily due to its short-term nature. | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the financial statement, primarily due to its short-term nature. |
Fair Value Measurements | Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. | Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. |
Accounting for Warrants | Accounting for Warrants The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the instruments’ specific terms and applicable authoritative guidance in ASC 480 and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the instruments are free standing financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the instruments meet all of the requirements for equity classification under ASC 815, including whether the instruments are indexed to the Company’s own common stocks and whether the instrument holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, was conducted at the time of warrant issuance and as of each subsequent period end date while the instruments are outstanding. Management has concluded that the Public Warrants and Private Placement Warrants issued pursuant to the warrant agreement qualify for equity accounting treatment. | Accounting for Warrants The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the instruments’ specific terms and applicable authoritative guidance in ASC 480 and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the instruments are free standing financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the instruments meet all of the requirements for equity classification under ASC 815, including whether the instruments are indexed to the Company’s own Common Stocks and whether the instrument holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, was conducted at the time of warrant issuance and as of each subsequent period end date while the instruments are outstanding. Management has concluded that the Public Warrants and Private Placement Warrants issued pursuant to the warrant agreement qualify for equity accounting treatment. |
Income Taxes | Income Taxes The Company accounts for income taxes under ASC 740 Income Taxes (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the unaudited condensed financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more- likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of June 30, 2023. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company has identified the United States and Florida as its only “major” tax jurisdictions. The Company is subject to potential income tax examinations by federal and state taxing authorities. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. OmniLit Acquisition Corp. Provision for Income Taxes For the Three and Six Months Ended June 30, 2023 and the Year Ended December 31, 2022 Schedule of Income Tax Benefits Three Months Ended June 30, 2023 Six Months Ended June 30, 2023 Year Ended December 31, 2022 Current taxes $ 57,876 $ 85,303 $ 445,793 Deferred taxes - - - Income tax expense 57,876 85,303 445,793 Income (loss) before income taxes (200,142 ) (385,362 ) 1,293,416 Effective tax rate (28.92 )% (22.14 )% 34.47 % The accompanying notes are an integral part of the unaudited condensed financial statements Our effective tax rate was ( 28.92 22.14 34.47% 21% | Income Taxes The Company accounts for income taxes under ASC 740 Income Taxes (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carryforwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more- likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2022 and 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 has identified the United States and Florida as its only “major” tax jurisdictions. OMNILIT ACQUISITION CORP NOTES TO FINANCIAL STATEMENT The Company is subject to potential income tax examinations by federal and state taxing authorities. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. |
New Law and Changes | New Law and Changes On August 16, 2022, the Inflation Reduction (the IR) Act was signed into law, which, beginning in 2023, will impose a 1 The IR Act imposes a 1 | New Law and Changes On August 16, 2022, the Inflation Reduction Act (the “ IR Act 1 % excise tax on public company stock buybacks. The company is assessing the potential impact of the Act. The IR Act imposes a 1 % excise tax on the fair market value of stock repurchases made by covered corporations after December 31, 2022. The total taxable value of shares repurchased is reduced by the fair market value of and newly issued shares during the taxable year. Redemption rights are ubiquitous to nearly all SPACs. Stockholders have the ability to require the SPAC to repurchase their shares prior to the merger in what is known as a redemption right, essentially getting their money back. There are two possible scenarios in which redemption rights come into play. First, they can be exercised by the stockholders themselves because they are exiting the transaction, or second, they can be triggered because the SPAC did not find a target with which to merge. The Company will continue to access the potential impact of the IR Act. Based on our preliminary assessment, we do not expect a material impact on our consolidated financial statements. |
Net Income Per Common Stock | Net Income Per Common Stock The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. The Company has two classes of shares, which are referred to as Class A common stock and Class B common stock. Earnings and losses are shared pro rata between the two classes of stock. The warrants are exercisable to purchase 14,108,000 For the Three and Six Months Ended June 30, 2023 and 2022, net income (loss) per common share is as follows: Schedule of Net Income (Loss) Per Common Share Three Months Ended June 30, 2023 Three Months Ended June 30, 2022 Six Months Ended June 30, 2023 Six Months Ended June 30, 2022 Class A Class B Class A Class B Class A Class B Class A Class B Basic and diluted net income (loss) per share Numerator: Allocation of net income (loss) $ (221,978 ) $ (36,040 ) $ 48,426 $ 16,142 $ (404,922 ) $ (65,743 ) $ (80,513 ) $ (26,837 ) Denominator Weighted-average shares outstanding 5,282,115 857,601 14,375,000 4,791,667 5,282,115 857,601 14,375,000 4,791,667 Basic and diluted net income (loss) per share $ (0.04 ) $ (0.04 ) $ 0.01 $ 0.01 $ (0.08 ) $ (0.08 ) $ (0.01 ) $ (0.01 ) | Net Income (Loss) Per Common Stock The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. The Company has two classes of shares, which are referred to as Class A common stock and Class B common stock. Earnings and losses are shared pro rata between the two classes of stock. The warrants are exercisable to purchase 14,108,000 For the Year Ended December 31, 2022 and the period from May 20, 2021 (Inception) Through December 31, 2021, net income (loss) per common share is as follows: Schedule of Net Income (Loss) Per Common Share Class A Class B Class A Class B Year Ended December 31, 2022 May 20, 2021 (Inception) Through December 31, 2021 Class A Class B Class A Class B Basic and diluted net income (loss) per share Numerator: Allocation of net income (loss) $ 631,285 $ 216,337 $ (127,116 ) $ (42,372 ) Denominator Weighted-average shares outstanding 13,982,407 4,791,667 14,375,000 4,330,522 Basic and diluted net income (loss) per share $ 0.05 $ 0.05 $ (0.01 ) $ (0.01 ) |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In August 2020, the FASB issued Accounting Standards Update (“ASU”) No. 2020-06, Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging —Contracts in Entity’ Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’ Own Equity (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. The ASU also removes certain settlement conditions that are required for equity-linked contracts to qualify for the derivative scope exception, and it simplifies the diluted earnings per share calculation in certain areas. The provisions of ASU 2020-06 are applicable for fiscal years beginning after December 15, 2023, with early adoption permitted no earlier than fiscal years beginning after December 15, 2020. The Company is currently evaluating the impact of ASU 2020- 06 on its financial statements. The Company’s management does not believe that any other recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying balance sheet. | Recent Accounting Pronouncements In August 2020, the FASB issued Accounting Standards Update (“ASU”) No. 2020-06, Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging —Contracts in Entity’ Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’ Own Equity (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. The ASU also removes certain settlement conditions that are required for equity-linked contracts to qualify for the derivative scope exception, and it simplifies the diluted earnings per share calculation in certain areas. The provisions of ASU 2020-06 are applicable for fiscal years beginning after December 15, 2023, with early adoption permitted no earlier than fiscal years beginning after December 15, 2020. The Company is currently evaluating the impact of ASU 2020- 06 on its financial statements. The Company’s management does not believe that any other recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying balance sheet. |
Significant Accounting Polici_3
Significant Accounting Policies (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Accounting Policies [Abstract] | ||
Schedule of Reconciliation of Class A Ordinary Shares | Schedule of Reconciliation of Class A Ordinary Shares 6/30/2023 12/31/2022 Gross proceeds $ 14,000,624 $ 146,625,000 Less: Proceeds allocated to Public Warrants at issuance - Redeemable common stock issuance costs - NRA issuance cost (1,011,984 ) Redemption (133,917,056 ) Add Accretion of Carrying value to redemption value 169,005 2,223,875 Common stock subject to redemption $ 14,169,629 $ 13,919,834 | Schedule of Reconciliation of Class A Ordinary Shares 12/31/2022 12/31/2021 Gross proceeds $ 146,625,000 $ 143,750,000 Less: Proceeds allocated to Public Warrants at issuance - (3,566,173 ) Redeemable common stock issuance costs - (8,106,798 ) NRA issuance cost (1,011,984 ) - Redemption (133,917,056 ) - Add Accretion of Carrying value to redemption value 2,223,874 14,547,971 Common stock subject to redemption $ 13,919,834 $ 146,625,000 |
Schedule of Net Income (Loss) Per Common Share | For the Three and Six Months Ended June 30, 2023 and 2022, net income (loss) per common share is as follows: Schedule of Net Income (Loss) Per Common Share Three Months Ended June 30, 2023 Three Months Ended June 30, 2022 Six Months Ended June 30, 2023 Six Months Ended June 30, 2022 Class A Class B Class A Class B Class A Class B Class A Class B Basic and diluted net income (loss) per share Numerator: Allocation of net income (loss) $ (221,978 ) $ (36,040 ) $ 48,426 $ 16,142 $ (404,922 ) $ (65,743 ) $ (80,513 ) $ (26,837 ) Denominator Weighted-average shares outstanding 5,282,115 857,601 14,375,000 4,791,667 5,282,115 857,601 14,375,000 4,791,667 Basic and diluted net income (loss) per share $ (0.04 ) $ (0.04 ) $ 0.01 $ 0.01 $ (0.08 ) $ (0.08 ) $ (0.01 ) $ (0.01 ) | Schedule of Net Income (Loss) Per Common Share Class A Class B Class A Class B Year Ended December 31, 2022 May 20, 2021 (Inception) Through December 31, 2021 Class A Class B Class A Class B Basic and diluted net income (loss) per share Numerator: Allocation of net income (loss) $ 631,285 $ 216,337 $ (127,116 ) $ (42,372 ) Denominator Weighted-average shares outstanding 13,982,407 4,791,667 14,375,000 4,330,522 Basic and diluted net income (loss) per share $ 0.05 $ 0.05 $ (0.01 ) $ (0.01 ) |
Schedule of Income Tax Benefits | Schedule of Income Tax Benefits Three Months Ended June 30, 2023 Six Months Ended June 30, 2023 Year Ended December 31, 2022 Current taxes $ 57,876 $ 85,303 $ 445,793 Deferred taxes - - - Income tax expense 57,876 85,303 445,793 Income (loss) before income taxes (200,142 ) (385,362 ) 1,293,416 Effective tax rate (28.92 )% (22.14 )% 34.47 % | The income tax benefit for the period from January 1, 2022 through December 31, 2022 and from May 20, 2021 (Inception) through December 31, 2021, consists of the following: Schedule of Income Tax Benefits January 1, 2022 through December 31, 2022 May 20, 2021 (inception) through December 31, 2021 Federal: Current $ 349,053 - Deferred (100,083 ) (35,944 ) State: Current $ 96,739 - Deferred (20,493 ) (5,991 ) Change in valuation allowance 120,577 41,935 Income tax provision $ 445,793 - |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | ||
Schedule of Fair Value of Assets on Recurring Basis | The following table presents information about the Company’s assets that are measured at fair value on a recurring basis as of June 30, 2023 and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value. Schedule of Fair Value of Assets on Recurring Basis Assets: Level June 30, 2023 December 31, 2022 Marketable securities held in Trust Account 1 $ 14,268,619 $ 14,011,070 | The following table presents information about the Company’s assets that are measured at fair value on a recurring basis as of December 31, 2021 and 2022, and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value. Schedule of Fair Value of Assets on Recurring Basis Assets: Level December 31, 2022 December 31, 2021 Marketable securities held in Trust Account 1 $ 14,011,070 $ 146,626,679 |
Schedule of Fair Value Measurement of Unobservable Inputs | Schedule of Fair Value Measurement of Unobservable Inputs November 9, 2021 Fair Value Measurement Input Public Warrants Private Placement Warrants Common stock price $ 9.79 $ 9.79 Risk-free interest rate 1.34 % 1.34 % Expected term in years 5.87 5.87 Expected volatility 10.0 % 10.0 % Exercise price $ 11.50 $ 11.50 Fair Value per warrant $ 0.50 $ 0.50 |
Income Taxes (Tables)
Income Taxes (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | ||
Schedule of Net Deferred Tax Assets | As of December 31, 2022 and December 31, 2021, the Company’s net deferred tax assets are as follows: Schedule of Net Deferred Tax Assets 12/31/2022 12/31/2021 Deferred tax asset: Organizational costs/Startup expenses $ 162,512 $ 11,964 Net operating loss - 29,971 Total deferred tax asset 162,512 41,935 Valuation allowance (162,512 ) (41,935 ) Deferred tax asset, net of allowance $ - $ - | |
Schedule of Income Tax Benefits | Schedule of Income Tax Benefits Three Months Ended June 30, 2023 Six Months Ended June 30, 2023 Year Ended December 31, 2022 Current taxes $ 57,876 $ 85,303 $ 445,793 Deferred taxes - - - Income tax expense 57,876 85,303 445,793 Income (loss) before income taxes (200,142 ) (385,362 ) 1,293,416 Effective tax rate (28.92 )% (22.14 )% 34.47 % | The income tax benefit for the period from January 1, 2022 through December 31, 2022 and from May 20, 2021 (Inception) through December 31, 2021, consists of the following: Schedule of Income Tax Benefits January 1, 2022 through December 31, 2022 May 20, 2021 (inception) through December 31, 2021 Federal: Current $ 349,053 - Deferred (100,083 ) (35,944 ) State: Current $ 96,739 - Deferred (20,493 ) (5,991 ) Change in valuation allowance 120,577 41,935 Income tax provision $ 445,793 - |
Schedule of Reconciliation of the Federal Income Tax Rate | A reconciliation of the federal income tax rate to the Company’s effective tax rate on December 31, 2022 and December 31, 2021, consists of the following: Schedule of Reconciliation of the Federal Income Tax Rate 12/31/2022 12/31/2021 Statutory federal income tax rate 21.0 % 21.0 % State taxes, net of federal tax benefit 4.3 % 2.8 % Change in State Tax Rate 2.0 % 0.0 % Net Operating Loss -2.3 % 0.0 % Change in valuation allowance 9.3 % -23.8 % Effective Tax Rate 34.4 % 0.0 % |
Description of Organization a_2
Description of Organization and Business Operations (Details Narrative) - USD ($) | 1 Months Ended | 6 Months Ended | 7 Months Ended | 12 Months Ended | ||||||||
May 09, 2023 | Apr. 03, 2023 | Jan. 31, 2023 | Dec. 15, 2022 | Nov. 21, 2022 | Nov. 12, 2021 | Jun. 30, 2023 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | Mar. 31, 2022 | |
Stock issued during period shares new issues | 499,992 | |||||||||||
Share price | $ 11.50 | $ 10.20 | $ 10.20 | $ 10.20 | ||||||||
Proceeds from issuance of private placement | $ 143,750,000 | |||||||||||
Class of warrant exercise price | $ 0.01 | $ 0.01 | $ 0.01 | |||||||||
Transaction costs | 8,333,135 | |||||||||||
Underwriting discount | 2,875,000 | $ 2,875,000 | $ 2,875,000 | $ 2,875,000 | ||||||||
Deferred underwriting discount | 5,031,250 | 5,031,250 | 5,031,250 | |||||||||
Other offering costs | 426,884 | 426,885 | 426,885 | 426,885 | ||||||||
Number of share issued underwriters excluding deferred fees amount | $ 500,000 | |||||||||||
Cash on hand | 1,579,046 | 467,760 | 467,760 | 117,506 | ||||||||
Interest of dissolution expenses | $ 100,000 | 100,000 | $ 100,000 | |||||||||
Temporary Equity, Redemption Price Per Share | $ 10.20 | $ 10.20 | ||||||||||
Working capital | 100,000 | 100,000 | $ 100,000 | $ 100,000 | ||||||||
Working capital | 117,506 | |||||||||||
Reimbursed cash | 45,120 | 45,120 | $ (66,435) | $ (663,995) | $ 333,814 | |||||||
Sponser [Member] | ||||||||||||
Working capital | $ 100,000 | |||||||||||
Working capital loan | 694,941 | 694,941 | ||||||||||
Sponser [Member] | Promissory Note [Member] | ||||||||||||
Working capital loan | $ 769,941 | $ 769,941 | ||||||||||
Common Class A [Member] | ||||||||||||
Share price | $ 18 | $ 18 | $ 18 | |||||||||
Share issued price per share | $ 11.50 | $ 11.50 | $ 11.50 | $ 11.50 | ||||||||
Common Stock, Shares, Outstanding | 5,348,049 | 5,348,049 | 0 | 5,348,049 | ||||||||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||
Common stock convertible shares | 1,000,000 | |||||||||||
Number of aggregate shares outstanding | 2,348,049 | |||||||||||
Common stock, shares, issued | 5,348,049 | 5,348,049 | 0 | 5,348,049 | ||||||||
Common Class B [Member] | ||||||||||||
Stock issued during period shares new issues | 791,667 | |||||||||||
Common Stock, Shares, Outstanding | 791,667 | 791,667 | 4,791,667 | 4,791,667 | ||||||||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||
Common stock convertible shares | 3,000,000 | 1,000 | ||||||||||
Number of aggregate shares outstanding | 3,791,667 | |||||||||||
Common stock, shares, issued | 791,667 | 791,667 | 4,791,667 | 4,791,667 | ||||||||
Trust [Member] | ||||||||||||
Proceeds from issuance of private placement | $ 146,625,000 | |||||||||||
Share issued price per share | $ 10.20 | |||||||||||
Trust Account [Member] | ||||||||||||
Business acquisition, percentage of voting interests acquired | 80% | |||||||||||
Business Combination Agreement [Member] | ||||||||||||
Share issued price per share | $ 10 | |||||||||||
Common stock, par value | $ 0.0001 | |||||||||||
Stock issued for merger | 31,600,000 | |||||||||||
Business Combination Agreement [Member] | Contingent Earnout [Member] | ||||||||||||
Common stock, shares, issued | 26,000,000 | |||||||||||
Contingent earnout description | additional shares of Common Stock (the “Contingent Earnout”) to the Company’s existing stockholders at the Closing, which Contingent Earnout shares will vest upon OmniLit Common Stock achieving the following stock trading price thresholds (the “Contingent Earnout Trigger Price”) following the Closing: one-third (1/3rd) at $12.50 per share, one-third (1/3rd) at $14.00 per share, and one-third (1/3rd) at $15.50 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like). The Contingent Earnout shares which remain unvested as of the date five (5) years from the Closing (the “Earnout Period”) will be deemed cancelled and no longer subject to vesting. | |||||||||||
Business Combination Agreement [Member] | Performance Based Earnout [Member] | ||||||||||||
Common stock, shares, issued | 2,000,000 | |||||||||||
Performance-based- earnout description | The Performance-based Earnout shares shall be awarded by the Board of Directors based on achieving the following performance thresholds following the Closing: one-half (1/2) at achieving revenue of $75 million and adjusted EBITDA of $22.6 million based on 2024 financial audited statements, and one-half (1/2) at achieving revenue of $196 million and adjusted EBITDA of $50.6 million based on the 2025 financial audit statement. | |||||||||||
IPO [Member] | ||||||||||||
Stock issued during period shares new issues | 14,375,000 | |||||||||||
Share price | $ 0.20 | |||||||||||
Proceeds from issuance of private placement | $ 143,750,000 | |||||||||||
Underwriting discount | $ 2,875,000 | |||||||||||
IPO [Member] | Common Class A [Member] | ||||||||||||
Stock issued during period shares new issues | 14,375,000 | 14,375,000 | ||||||||||
Redeem shares of common stock | 13,026,951 | |||||||||||
Temporary Equity, Redemption Price Per Share | $ 10.28 | |||||||||||
Temporary Equity, Aggregate Amount of Redemption Requirement | $ 133,917,056 | |||||||||||
Common Stock, Shares, Outstanding | 1,348,049 | |||||||||||
Common stock, par value | $ 0.0001 | |||||||||||
Common stock, shares, issued | 1,348,049 | |||||||||||
Over-Allotment Option [Member] | ||||||||||||
Stock issued during period shares new issues | 1,875,000 | |||||||||||
Share price | $ 0.35 | $ 10 | ||||||||||
Proceeds from issuance of private placement | $ 500,000 | |||||||||||
Number of share issued underwriters excluding deferred fees amount | $ 500,000 | |||||||||||
Share issued price per share | $ 10 | |||||||||||
Number of share issued underwriters amount | $ 5,031,250 | |||||||||||
Private Placement [Member] | Omni Lit Sponsor L L C [Member] | ||||||||||||
Class of warrant or right, outstanding | 6,201,750 | |||||||||||
Private Placement [Member] | Imperial Capital L L C [Member] | ||||||||||||
Class of warrant or right, outstanding | 575,000 | |||||||||||
Private Placement [Member] | I Bankers Securities Inc [Member] | ||||||||||||
Class of warrant or right, outstanding | 143,750 | |||||||||||
Private Placement Warrants [Member] | ||||||||||||
Stock issued during period shares new issues | 6,920,500 | 6,920,500 | ||||||||||
Share price | $ 1 | $ 1 | $ 1 | |||||||||
Class of warrant exercise price | $ 1 | |||||||||||
Proceeds from issuance of warrants | $ 6,920,500 |
Schedule of Reconciliation of C
Schedule of Reconciliation of Class A Ordinary Shares (Details) - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |||
Accounting Policies [Abstract] | ||||||
Gross proceeds | $ 14,000,624 | $ 146,625,000 | $ 143,750,000 | |||
Proceeds allocated to Public Warrants at issuance | (3,566,173) | |||||
Redeemable common stock issuance costs | (8,106,798) | |||||
NRA issuance cost | (1,011,984) | |||||
Redemption | (133,917,056) | |||||
Accretion of Carrying value to redemption value | 169,005 | 2,223,875 | 14,547,971 | |||
Common stock subject to redemption | $ 14,169,629 | [1],[2] | $ 13,919,834 | [1],[2],[3] | $ 146,625,000 | [3] |
[1]In connection with the Special Meeting of Stockholders held on December 21, 2022 13,026,951 4,000,000 1 3 13,026,951 |
Schedule of Net Income (Loss) P
Schedule of Net Income (Loss) Per Common Share (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 7 Months Ended | 12 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | |
Common Class A [Member] | ||||||
Allocation of net income (loss) | $ (221,978) | $ 48,426 | $ (404,922) | $ (80,513) | $ (127,116) | |
Weighted-average shares outstanding | 5,282,115 | 14,375,000 | 5,282,115 | 14,375,000 | 14,375,000 | 13,982,407 |
Basic and diluted net income (loss) per share | $ (0.04) | $ 0.01 | $ (0.08) | $ (0.01) | $ (0.01) | $ 0.05 |
Common Class B [Member] | ||||||
Allocation of net income (loss) | $ (36,040) | $ 16,142 | $ (65,743) | $ (26,837) | $ (42,372) | $ 216,337 |
Weighted-average shares outstanding | 857,601 | 4,791,667 | 857,601 | 4,791,667 | 4,330,522 | 4,791,667 |
Basic and diluted net income (loss) per share | $ (0.04) | $ 0.01 | $ (0.08) | $ (0.01) | $ (0.01) | $ 0.05 |
Common Stock [Member] | Common Class A [Member] | ||||||
Allocation of net income (loss) | $ 631,285 | |||||
Weighted-average shares outstanding | 13,982,407 | |||||
Basic and diluted net income (loss) per share | $ 0.05 |
Significant Accounting Polici_4
Significant Accounting Policies (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||
Dec. 15, 2022 | Nov. 21, 2022 | Aug. 16, 2022 | Nov. 12, 2021 | Jun. 30, 2023 | Jun. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Subsidiary, Sale of Stock [Line Items] | ||||||||
Federal depository insurance | $ 250,000 | $ 250,000 | ||||||
Deferred offering costs | $ 8,333,135 | 8,333,135 | 8,333,135 | |||||
Underwriting discount | $ 2,875,000 | 2,875,000 | 2,875,000 | 2,875,000 | ||||
Deferred underwriting discount | 5,031,250 | 5,031,250 | 5,031,250 | |||||
Other offering cost | $ 426,884 | 426,885 | $ 426,885 | $ 426,885 | ||||
Number of share issued underwriters excluding deferred fees amount | $ 500,000 | |||||||
Issuance of Class B common stock to Sponsor, shares | 499,992 | |||||||
Excise tax rate | 1% | 1% | ||||||
Deferred underwriting discount | $ 500,000 | $ 500,000 | ||||||
Effective tax rate | 28.92% | 22.14% | (34.47%) | |||||
Effective tax rate | (28.92%) | (22.14%) | 34.47% | |||||
Effective tax rate | 21% | 21% | 21% | 21% | ||||
Common Class A [Member] | Warrant [Member] | ||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||
Anti dilutive securities | 14,108,000 | 14,108,000 | ||||||
Over-Allotment Option [Member] | ||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||
Number of share issued underwriters excluding deferred fees amount | $ 500,000 | |||||||
Issuance of Class B common stock to Sponsor, shares | 1,875,000 | |||||||
IPO [Member] | ||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||
Underwriting discount | $ 2,875,000 | |||||||
Issuance of Class B common stock to Sponsor, shares | 14,375,000 | |||||||
IPO [Member] | Common Class A [Member] | ||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||
Issuance of Class B common stock to Sponsor, shares | 14,375,000 | 14,375,000 |
Public Offering (Details Narrat
Public Offering (Details Narrative) - USD ($) | 6 Months Ended | 12 Months Ended | ||||
Dec. 15, 2022 | Nov. 12, 2021 | Jun. 30, 2023 | Dec. 31, 2022 | Nov. 21, 2022 | Dec. 31, 2021 | |
Schedule of Capitalization, Equity [Line Items] | ||||||
Issuance of Class B common stock to Sponsor, shares | 499,992 | |||||
Share price | $ 11.50 | $ 10.20 | $ 10.20 | |||
Proceeds from initial public offering | $ 143,750,000 | |||||
Underwriting discount | $ 2,875,000 | $ 2,875,000 | $ 2,875,000 | |||
Common Class A [Member] | ||||||
Schedule of Capitalization, Equity [Line Items] | ||||||
Share price | $ 18 | $ 18 | ||||
Common stock, shares outstanding | 5,348,049 | 5,348,049 | 0 | |||
Common stock, shares issued | 5,348,049 | 5,348,049 | 0 | |||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||
Share price | $ 11.50 | $ 11.50 | $ 11.50 | |||
IPO [Member] | ||||||
Schedule of Capitalization, Equity [Line Items] | ||||||
Issuance of Class B common stock to Sponsor, shares | 14,375,000 | |||||
Share price | $ 0.20 | |||||
Proceeds from initial public offering | $ 143,750,000 | |||||
Underwriting discount | $ 2,875,000 | |||||
IPO [Member] | Common Class A [Member] | ||||||
Schedule of Capitalization, Equity [Line Items] | ||||||
Issuance of Class B common stock to Sponsor, shares | 14,375,000 | 14,375,000 | ||||
Common stock, shares outstanding | 1,348,049 | |||||
Common stock, shares issued | 1,348,049 | |||||
Common stock, par value | $ 0.0001 | |||||
Over-Allotment Option [Member] | ||||||
Schedule of Capitalization, Equity [Line Items] | ||||||
Issuance of Class B common stock to Sponsor, shares | 1,875,000 | |||||
Share price | $ 10 | $ 0.35 | ||||
Proceeds from initial public offering | $ 500,000 | |||||
Share price | $ 10 | |||||
Underwriters [Member] | ||||||
Schedule of Capitalization, Equity [Line Items] | ||||||
Share price | $ 0.20 | |||||
Proceeds from initial public offering | $ 500,000 | |||||
Underwriting discount | $ 2,875,000 |
Private Placement (Details Narr
Private Placement (Details Narrative) - USD ($) | 6 Months Ended | 12 Months Ended | ||
Dec. 15, 2022 | Jun. 30, 2023 | Dec. 31, 2022 | Nov. 12, 2021 | |
Subsidiary, Sale of Stock [Line Items] | ||||
Issuance of Class B common stock to Sponsor, shares | 499,992 | |||
Share price | $ 10.20 | $ 10.20 | $ 11.50 | |
Private Placement Warrants [Member] | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Issuance of Class B common stock to Sponsor, shares | 6,920,500 | 6,920,500 | ||
Share price | $ 1 | $ 1 | ||
Proceeds from private placement | $ 6,920,500 | $ 6,920,500 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | 1 Months Ended | 6 Months Ended | 7 Months Ended | 12 Months Ended | 25 Months Ended | ||||||||||||
Apr. 03, 2023 | Jan. 31, 2023 | Jan. 30, 2023 | Dec. 15, 2022 | Nov. 12, 2021 | Nov. 01, 2021 | Sep. 27, 2021 | May 20, 2021 | Jul. 31, 2021 | Jun. 30, 2021 | Jun. 30, 2023 | Dec. 31, 2021 | Dec. 31, 2022 | Jun. 30, 2023 | Jun. 21, 2023 | Mar. 31, 2022 | Jun. 10, 2021 | |
Related Party Transaction [Line Items] | |||||||||||||||||
Proceeds from related party debt | $ 363,995 | $ 363,995 | |||||||||||||||
Proceeds from related party debt | $ 300,000 | ||||||||||||||||
Warrants price, per share | $ 0.01 | $ 0.01 | $ 0.01 | ||||||||||||||
Additional working capital | $ 100,000 | $ 100,000 | $ 100,000 | $ 100,000 | |||||||||||||
Stock issued during period shares new issues | 499,992 | ||||||||||||||||
Stock split, description | a 1 1/3 for 1 forward stock split | ||||||||||||||||
Stock issued during period value new issues | $ 25,000 | ||||||||||||||||
Share price | $ 11.50 | $ 10.20 | $ 10.20 | $ 10.20 | |||||||||||||
Number of shares converted | 3,000,000 | 1,000,000 | 1,000,000 | ||||||||||||||
Sponser [Member] | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Additional working capital | $ 100,000 | ||||||||||||||||
Working capital loan | $ 694,941 | $ 694,941 | |||||||||||||||
Common Class A [Member] | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Share price | $ 18 | $ 18 | $ 18 | ||||||||||||||
Number of shares converted | 1,000,000 | ||||||||||||||||
Conversion of class B common stock to class A, shares | 1,000,000 | ||||||||||||||||
Common Class B [Member] | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Stock issued during period shares new issues | 791,667 | ||||||||||||||||
Number of shares converted | 1,000,000 | ||||||||||||||||
Conversion of class B common stock to class A, shares | 3,000,000 | 1,000 | |||||||||||||||
Sponsor [Member] | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Stock issued during period shares new issues | 4,791,667 | 4,312,500 | |||||||||||||||
Number of shares forfeited | 718,750 | ||||||||||||||||
Stock split, description | the Company effected a 1 1/3 for 1 forward stock split of its Class B common stock, so that the Sponsor owns an aggregate of 4,791,667 Founder Shares. | ||||||||||||||||
Sponsor [Member] | Common Class B [Member] | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Stock issued during period shares new issues | 4,791,667 | ||||||||||||||||
Founder Shares [Member] | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Stock issued during period shares new issues | 4,791,667 | 4,312,500 | |||||||||||||||
Number of shares forfeited | 718,750 | ||||||||||||||||
Stock split, description | a 1 1/3 for 1 forward stock split | ||||||||||||||||
Stock issued during period value new issues | $ 25,000 | ||||||||||||||||
Share price | $ 0.005 | ||||||||||||||||
Founder Shares [Member] | Common Class A [Member] | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Share price | $ 12 | ||||||||||||||||
Founder Shares [Member] | Common Class B [Member] | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Stock issued during period shares new issues | 4,791,667 | ||||||||||||||||
Stock split, description | the Company effected a recapitalization whereby a 1 1/3 for 1 forward stock split of its Class B common stock was completed so that the Sponsor owns an aggregate of 4,791,667 founder shares. | ||||||||||||||||
IPO [Member] | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Stock issued during period shares new issues | 14,375,000 | ||||||||||||||||
Share price | $ 0.20 | ||||||||||||||||
IPO [Member] | Common Class A [Member] | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Stock issued during period shares new issues | 14,375,000 | 14,375,000 | |||||||||||||||
Unsecured Promissory Note [Member] | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Debt instrument, face amount | $ 769,941 | ||||||||||||||||
Unsecured Promissory Note [Member] | Sponsor [Member] | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Proceeds from related party debt | $ 300,000 | ||||||||||||||||
Unsecured Promissory Note [Member] | IPO [Member] | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Debt instrument, face amount | $ 300,000 | ||||||||||||||||
Working Capital Loans [Member] | Private Placement [Member] | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Warrants price, per share | $ 1 | $ 1 | $ 1 | ||||||||||||||
Debt conversion, converted instrument, warrants | 1,500,000 | 1,500,000 | |||||||||||||||
Debt conversion, converted instrument, amount | $ 1,500,000 | $ 1,500,000 |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) - USD ($) | Nov. 21, 2022 | Nov. 12, 2021 | Jun. 30, 2023 | Dec. 31, 2022 |
Subsidiary, Sale of Stock [Line Items] | ||||
SharePrice | $ 11.50 | $ 10.20 | $ 10.20 | |
Deferred offering costs | $ 8,333,135 | $ 8,333,135 | ||
Number of share issued underwriters excluding deferred fees amount | $ 500,000 | |||
Underwriting discount | $ 2,875,000 | $ 2,875,000 | $ 2,875,000 | |
Underwriters Agreement [Member] | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Deferred offering costs | $ 5,031,250 | |||
IPO [Member] | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
SharePrice | $ 0.20 | |||
Underwriting discount | $ 2,875,000 | |||
IPO [Member] | Underwriters Agreement [Member] | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Other underwriting expense | $ 2,875,000 | |||
Underwriting discount, price per share | $ 0.20 | |||
SharePrice | $ 0.35 | |||
Deferred offering costs | $ 500,000 | |||
Over-Allotment Option [Member] | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
SharePrice | $ 0.35 | $ 10 | ||
Number of share issued underwriters excluding deferred fees amount | $ 500,000 |
Stockholders_ Deficit (Details
Stockholders’ Deficit (Details Narrative) - $ / shares | 1 Months Ended | 6 Months Ended | 12 Months Ended | |||||||||
Apr. 03, 2023 | Jan. 31, 2023 | Dec. 15, 2022 | Nov. 01, 2021 | May 20, 2021 | Jun. 30, 2021 | Jun. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2023 | Jan. 26, 2023 | Dec. 31, 2021 | Nov. 12, 2021 | |
Class of Stock [Line Items] | ||||||||||||
Stock split description | a 1 1/3 for 1 forward stock split | |||||||||||
Stock issued during period shares new issues | 499,992 | |||||||||||
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | 1,000,000 | |||||||||
Preferred stock par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||
Preferred stock shares outstanding | 0 | 0 | 0 | |||||||||
Preferred stock shares issued | 0 | 0 | 0 | 0 | ||||||||
Temporary equity possible redemption | 1,348,049 | 4,000,000 | 1,348,049 | |||||||||
Conversion of stock, description | as-converted basis, 25% of the sum of the total number of all shares of common stock outstanding upon the completion of the IPO | 25 | ||||||||||
Sale of stock description | if: (A) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of its Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Company’s sponsor or its affiliates, without taking into account any founder shares held by the Company’s sponsor or its affiliates, prior to such issuance) (the “Newly Issued Price”); (B) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the Business Combination on the date of the consummation of the Business Combination (net of redemptions); and (C) the volume weighted average trading price of the Company’s common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described below under “Redemption of warrants” will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price | if: (A) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of its Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Company’s sponsor or its affiliates, without taking into account any founder shares held by the Company’s sponsor or its affiliates, prior to such issuance) (the “Newly Issued Price”); (B) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the Business Combination on the date of the consummation of the Business Combination (net of redemptions); and (C) the volume weighted average trading price of the Company’s common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described below under “Redemption of warrants” will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price. | ||||||||||
Warrant to purchase common stock price per share | $ 0.01 | $ 0.01 | ||||||||||
Share price | $ 10.20 | $ 10.20 | $ 11.50 | |||||||||
Public Warrants [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Number of warrants outstanding | 7,187,500 | 7,187,500 | ||||||||||
Private Placement Warrants [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Number of warrants outstanding | 6,920,500 | 6,920,500 | ||||||||||
Common Class B [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Stock issued during period shares new issues | 791,667 | |||||||||||
Common stock, shares authorizied | 1,000 | 20,000,000 | 20,000,000 | 20,000,000 | ||||||||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||
Common stock, shares outstanding | 791,667 | 4,791,667 | 4,791,667 | |||||||||
Common stock, shares issued | 791,667 | 4,791,667 | 4,791,667 | |||||||||
Conversion of class B common stock to class A, shares | 3,000,000 | 1,000 | ||||||||||
Common Class B [Member] | Common Stock [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Stock issued during period shares new issues | 4,791,667 | |||||||||||
Common Class A [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Common stock, shares authorizied | 1,000,000 | 100,000,000 | 100,000,000 | 100,000,000 | ||||||||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||
Temporary equity possible redemption | 1,348,049 | 1,348,049 | 14,375,000 | |||||||||
Common stock shares of redemption | 1,348,049 | 1,348,049 | 1,348,049 | |||||||||
Common stock, shares outstanding | 5,348,049 | 5,348,049 | 0 | |||||||||
Common stock, shares issued | 5,348,049 | 5,348,049 | 0 | |||||||||
Common stock price issued, per share | $ 11.50 | $ 11.50 | $ 11.50 | |||||||||
Share price | $ 18 | $ 18 | ||||||||||
Conversion of class B common stock to class A, shares | 1,000,000 | |||||||||||
Common Class A [Member] | Common Stock [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Common stock, shares outstanding | 0 | 0 | ||||||||||
Common stock, shares issued | 0 | 0 | ||||||||||
Founder Shares [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Stock split description | a 1 1/3 for 1 forward stock split | |||||||||||
Stock issued during period shares new issues | 4,791,667 | 4,312,500 | ||||||||||
Share price | $ 0.005 | |||||||||||
Founder Shares [Member] | Common Class B [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Stock split description | the Company effected a recapitalization whereby a 1 1/3 for 1 forward stock split of its Class B common stock was completed so that the Sponsor owns an aggregate of 4,791,667 founder shares. | |||||||||||
Stock issued during period shares new issues | 4,791,667 | |||||||||||
Founder Shares [Member] | Common Class A [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Common stock price issued, per share | $ 12 | |||||||||||
Share price | $ 12 | |||||||||||
Founder Shares [Member] | Common Class A [Member] | Maximum [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Common stock price issued, per share | $ 12 | |||||||||||
Sponsor [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Stock split description | the Company effected a 1 1/3 for 1 forward stock split of its Class B common stock, so that the Sponsor owns an aggregate of 4,791,667 Founder Shares. | |||||||||||
Stock issued during period shares new issues | 4,791,667 | 4,312,500 | ||||||||||
Sponsor [Member] | Common Class B [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Stock issued during period shares new issues | 4,791,667 |
Schedule of Fair Value of Asset
Schedule of Fair Value of Assets on Recurring Basis (Details) - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Marketable securities held in trust account | $ 14,268,619 | $ 14,011,070 | $ 146,626,679 |
Fair Value, Inputs, Level 1 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Marketable securities held in trust account | $ 14,268,619 | $ 14,011,070 | $ 146,626,679 |
Schedule of Fair Value Measurem
Schedule of Fair Value Measurement of Unobservable Inputs (Details) | Nov. 09, 2021 $ / shares |
Private Placement Warrants [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Fair Value per warrant | 0.50 |
Public Warrants [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Fair Value per warrant | 0.50 |
Measurement Input, Share Price [Member] | Private Placement Warrants [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Exercise price | 9.79 |
Measurement Input, Share Price [Member] | Public Warrants [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Exercise price | 9.79 |
Measurement Input, Risk Free Interest Rate [Member] | Private Placement Warrants [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Exercise price | 0.0134 |
Measurement Input, Risk Free Interest Rate [Member] | Public Warrants [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Exercise price | 0.0134 |
Measurement Input, Expected Term [Member] | Private Placement Warrants [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Exercise price | 5.87 |
Measurement Input, Expected Term [Member] | Public Warrants [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Exercise price | 5.87 |
Measurement Input, Price Volatility [Member] | Private Placement Warrants [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Exercise price | 10 |
Measurement Input, Price Volatility [Member] | Public Warrants [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Exercise price | 10 |
Measurement Input, Exercise Price [Member] | Private Placement Warrants [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Exercise price | 11.50 |
Measurement Input, Exercise Price [Member] | Public Warrants [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Exercise price | 11.50 |
Schedule of Net Deferred Tax As
Schedule of Net Deferred Tax Assets (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Income Tax Disclosure [Abstract] | ||
Organizational costs/Startup expenses | $ 162,512 | $ 11,964 |
Net operating loss | 29,971 | |
Total deferred tax asset | 162,512 | 41,935 |
Valuation allowance | (162,512) | (41,935) |
Deferred tax asset, net of allowance |
Schedule of Income Tax Benefits
Schedule of Income Tax Benefits (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 7 Months Ended | 12 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | ||||||
Current | $ 349,053 | |||||
Deferred | (35,944) | (100,083) | ||||
Current | 96,739 | |||||
Deferred | (5,991) | (20,493) | ||||
Change in valuation allowance | 41,935 | 120,577 | ||||
Income tax provision | 445,793 | |||||
Current taxes | $ 57,876 | $ 85,303 | 445,793 | |||
Deferred taxes | ||||||
Income tax expense | 57,876 | $ 6,387 | 85,303 | $ 6,387 | 445,793 | |
Income (loss) before income taxes | $ (200,142) | $ 70,955 | $ (385,362) | $ (100,962) | $ (169,488) | $ 1,293,416 |
Effective tax rate | (28.92%) | (22.14%) | 34.47% |
Schedule of Reconciliation of t
Schedule of Reconciliation of the Federal Income Tax Rate (Details) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||||
Statutory federal income tax rate | 21% | 21% | 21% | 21% |
State taxes, net of federal tax benefit | 4.30% | 2.80% | ||
Change in State Tax Rate | 2% | 0% | ||
Net Operating Loss | (2.30%) | 0% | ||
Change in valuation allowance | 9.30% | (23.80%) | ||
Effective Tax Rate | 34.40% | 0% |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | 7 Months Ended | 12 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | |
Operating Loss Carryforwards [Line Items] | ||||||
Income tax expenses | $ 57,876 | $ 6,387 | $ 85,303 | $ 6,387 | $ 445,793 | |
Domestic Tax Authority [Member] | ||||||
Operating Loss Carryforwards [Line Items] | ||||||
Income tax expenses | 355,916 | |||||
Tax receivables | 6,863 | |||||
State and Local Jurisdiction [Member] | ||||||
Operating Loss Carryforwards [Line Items] | ||||||
Income tax expenses | 98,641 | |||||
Tax receivables | $ 1,902 |