Document And Entity Information
Document And Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Apr. 12, 2023 | Jun. 30, 2022 | |
Document Information Line Items | |||
Entity Registrant Name | Inception Growth Acquisition Ltd | ||
Trading Symbol | IGTA | ||
Document Type | 10-K | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Common Stock, Shares Outstanding | 7,114,136 | ||
Entity Public Float | $ 128,056,750 | ||
Amendment Flag | false | ||
Entity Central Index Key | 0001866838 | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Well-known Seasoned Issuer | No | ||
Document Period End Date | Dec. 31, 2022 | ||
Document Fiscal Year Focus | 2022 | ||
Document Fiscal Period Focus | FY | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Entity Shell Company | true | ||
Entity Ex Transition Period | false | ||
ICFR Auditor Attestation Flag | false | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Entity File Number | 001-41134 | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 86-2648456 | ||
Entity Address, Address Line One | 875 Washington Street | ||
Entity Address, City or Town | New York | ||
Entity Address, State or Province | NY | ||
Entity Address, Postal Zip Code | 10014 | ||
City Area Code | (315) | ||
Local Phone Number | 636-6638 | ||
Title of 12(b) Security | Common Stock, par value $0.0001 per share | ||
Security Exchange Name | NASDAQ | ||
Entity Interactive Data Current | Yes | ||
Auditor Firm ID | 688 | ||
Auditor Name | Marcum llp | ||
Auditor Location | Marlton, NJ |
Balance Sheets
Balance Sheets - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash | $ 680,812 | $ 1,365,181 |
Prepayment | 161,905 | 404,762 |
Total current assets | 842,717 | 1,769,943 |
Cash and investments held in trust account | 106,052,337 | 104,535,351 |
TOTAL ASSETS | 106,895,054 | 106,305,294 |
Current liabilities: | ||
Accrued liabilities | 119,405 | 475,948 |
Income tax payable | 299,230 | |
Amount due to a related party | 181,835 | 10,253 |
Total current liabilities | 600,470 | 486,201 |
Deferred underwriting compensation | 2,587,500 | 2,587,500 |
TOTAL LIABILITIES | 3,187,970 | 3,073,701 |
Commitments and contingencies | ||
Common stock, subject to possible redemption 10,350,000 shares (at redemption value of $10.25 and $10.10 per share) | 106,051,986 | 104,535,000 |
Stockholders’ deficit: | ||
Common stock, $0.0001 par value; 26,000,000 shares authorized; 2,637,500 shares issued and outstanding (excluding 10,350,000 shares subject to possible redemption) | 264 | 264 |
Accumulated deficit | (2,345,166) | (1,303,671) |
Total stockholders’ deficit | (2,344,902) | (1,303,407) |
TOTAL LIABILITIES, TEMPORARY EQUITY AND STOCKHOLDERS’ DEFICIT | $ 106,895,054 | $ 106,305,294 |
Balance Sheets (Parentheticals)
Balance Sheets (Parentheticals) - $ / shares | Dec. 31, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Common stock, subject to possible redemption, shares | 10,350,000 | 10,350,000 |
Redemption value, per share (in Dollars per share) | $ 10.25 | $ 10.1 |
Common stock par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 26,000,000 | 26,000,000 |
Common stock, shares issued | 2,637,500 | 2,637,500 |
Common stock, shares outstanding | 2,637,500 | 2,637,500 |
Statements of Operations
Statements of Operations - USD ($) | 10 Months Ended | 12 Months Ended |
Dec. 31, 2021 | Dec. 31, 2022 | |
Formation, general and administrative expenses | $ (182,311) | $ (742,265) |
Other income | ||
Dividend income | 351 | 1,217,668 |
Interest income | 299,318 | |
Total other income, net | 351 | 1,516,986 |
Income (loss) before income taxes | (181,960) | 774,720 |
Income taxes | (299,230) | |
NET INCOME (LOSS) | $ (181,960) | $ 475,491 |
Basic and diluted weighted average shares outstanding (in Shares) | 616,887 | 10,350,000 |
Basic and diluted net income per share (in Dollars per share) | $ 17.67 | $ 0.07 |
Inception Growth Acquisition Limited | ||
Other income | ||
Basic and diluted weighted average shares outstanding (in Shares) | 2,590,480 | 2,637,500 |
Basic and diluted net income per share (in Dollars per share) | $ (4.28) | $ (0.08) |
Statements of Operations (Paren
Statements of Operations (Parentheticals) - $ / shares | 10 Months Ended | 12 Months Ended |
Dec. 31, 2021 | Dec. 31, 2022 | |
Diluted weighted average shares outstanding | 616,887 | 10,350,000 |
Diluted net loss per share | $ 17.67 | $ 0.07 |
Inception Growth Acquisition Limited | ||
Diluted weighted average shares outstanding | 2,590,480 | 2,637,500 |
Diluted net loss per share | $ (4.28) | $ (0.08) |
Statements of Changes in Stockh
Statements of Changes in Stockholders’ Deficit - USD ($) | Common stock | Accumulated deficit | Additional paid-in capital | Total |
Balance at Mar. 03, 2021 | ||||
Issuance of common stock to founders | $ 259 | 24,741 | 25,000 | |
Issuance of common stock to founders (in Shares) | 2,587,500 | |||
Sale of units in initial public offering | $ 1,035 | 98,666,268 | 98,667,303 | |
Sale of units in initial public offering (in Shares) | 10,350,000 | |||
Sale of private warrants to the founder in private placement | 4,721,250 | 4,721,250 | ||
Sale of representative share | $ 5 | (5) | ||
Sale of representative share (in Shares) | 50,000 | |||
Initial classification of common stock subject to possible redemption | $ (1,035) | (93,506,991) | (93,508,026) | |
Initial classification of common stock subject to possible redemption (in Shares) | (10,350,000) | |||
Allocation of offering costs to common stock subject to possible redemption | 2,511,906 | 2,511,906 | ||
Accretion of carrying value to redemption value | (1,121,711) | (12,417,169) | (13,538,880) | |
Net income (loss) | (181,960) | (181,960) | ||
Balance at Dec. 31, 2021 | $ 264 | (1,303,671) | (1,303,407) | |
Balance (in Shares) at Dec. 31, 2021 | 2,637,500 | |||
Accretion of carrying value to redemption value | (1,516,986) | (1,516,986) | ||
Net income (loss) | 475,491 | 475,491 | ||
Balance at Dec. 31, 2022 | $ 264 | $ (2,345,166) | $ (2,344,902) | |
Balance (in Shares) at Dec. 31, 2022 | 2,637,500 |
Statement of Cash Flows
Statement of Cash Flows - USD ($) | 10 Months Ended | 12 Months Ended |
Dec. 31, 2021 | Dec. 31, 2022 | |
Cash flows from operating activities: | ||
Net income (loss) | $ (181,960) | $ 475,491 |
Interest income and dividend income earned in cash and investments income held in trust account | (351) | (1,516,986) |
Change in operating assets and liabilities: | ||
Decrease (increase) in prepayment | (404,762) | 242,857 |
(Decrease) increase in accrual liabilities | 475,948 | (356,543) |
Increase in income tax payable | 299,230 | |
Net cash used in operating activities | (111,125) | (855,951) |
Proceeds deposited in Trust Account | (104,535,000) | |
Net cash used in investing activities | (104,535,000) | |
Proceed from issuance of common stock | 25,000 | |
Proceed from public offering, net with $2,245,197 of offering costs | 101,254,803 | |
Proceed from private placement | 4,721,250 | |
Proceed from promissory note – related party | 134,885 | |
Repayment to promissory note – related party | (134,885) | |
Advance from a related party | 10,253 | 171,582 |
Net cash provided by financing activities | 106,011,306 | 171,582 |
NET CHANGE IN CASH | 1,365,181 | (684,369) |
CASH, BEGINNING OF PERIOD | 1,365,181 | |
CASH, END OF PERIOD | 1,365,181 | 680,812 |
SUPPLEMENTAL CASH FLOW INFORMATION: | ||
Income tax paid | ||
Interest paid | ||
Non-cash investing and financing activities | ||
Initial classification of common stock subject to possible redemption | (93,508,026) | |
Allocation of offering costs to common stock subject to possible redemption | 2,511,906 | |
Accretion of carrying value to redemption value | (13,538,880) | (1,516,986) |
Accrued underwriting compensation | $ 2,587,500 |
Statement of Cash Flows (Parent
Statement of Cash Flows (Parentheticals) - USD ($) | 10 Months Ended | 12 Months Ended |
Dec. 31, 2021 | Dec. 31, 2022 | |
Statement of Cash Flows [Abstract] | ||
Offering costs | $ 2,245,197 | $ 2,245,197 |
Organization and Business Backg
Organization and Business Background | 12 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
ORGANIZATION AND BUSINESS BACKGROUND | NOTE 1 – ORGANIZATION AND BUSINESS BACKGROUND Inception Growth Acquisition Limited (the “Company”) is a newly organized blank check company incorporated on March 4, 2021, under the laws of the State of Delaware for the purpose of acquiring, engaging in a share exchange, share reconstruction and amalgamation, purchasing all or substantially all of the assets of, entering into contractual arrangements, or engaging in any other similar business combination with one or more businesses or entities (“Business Combination”). Although the Company is not limited to a particular industry or geographic region for purposes of consummating a Business Combination, the Company intends to focus on businesses that have a connection to the Asian market and shall not undertake an initial business combination with any entity with its principal business operations in China (including Hong Kong and Macau). The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. The Company has selected December 31 as its fiscal year end. At December 31, 2022, the Company had not yet commenced any operations. All activities through December 13, 2021 relate to the Company’s formation and the initial public offering (the “Initial Public Offering”). Since the Initial Public Offering, the Company’s activity has been limited to the evaluation of business combination candidates. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering. Financing The registration statement for the Company’s Initial Public Offering became effective on December 8, 2021. On December 13, 2021, the Company consummated the Initial Public Offering of 10,350,000 ordinary units (the “Public Units”), which includes the full exercise by the underwriter of its over-allotment option in the amount of 1,350,000 Public Units, at $10.00 per Public Unit, generating gross proceeds of $103,500,000 which is described in Note 3. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 4,721,250 Warrants (the “Private Warrants”) at a price of $1.00 per warrant in a private placement to Soul Venture Partners LLC (the “Sponsor”), generating gross proceeds of $4,721,250, which is described in Note 4. Transaction costs amounted to $4,832,697, consisting of $1,811,250 of underwriting fees, $2,587,500 of deferred underwriting fees and $433,947 of other offering costs. In addition, at December 13, 2021, cash of $1,498,937 were held outside of the Trust Account (as defined below) and is available for the payment of offering costs and for working capital purposes net with $104,535,000 transferred to the Trust Account on December 13, 2021. Trust Account Following the closing of the Initial Public Offering and exercise of the over-allotment option on December 13, 2021, the aggregate amount of $104,535,000 ($10.10 per Public Unit) held in Trust Account was 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 185 days or less, or in any open-ended investment company that holds itself out as a money market fund meeting certain conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the funds in the Trust Account to the Company’s stockholders, as described below, except that interest earned on the Trust Account can be released to the Company to pay its tax obligations. As of December 31, 2022, investment securities in the Company’s Trust Account consisted of $106,047,848 in United States Treasury Bills and $4,489 in cash. Business Combination The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and sale of the Private Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. NASDAQ rules provide that the 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) (less any deferred underwriting commissions and taxes payable on interest earned) at the time of the signing of an agreement to enter into a Business Combination. The Company will only complete a 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 a Business Combination. The Company will provide its stockholders with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. In connection with an Initial Business Combination, the Company may seek stockholder approval of a Business Combination at a meeting called for such purpose at which stockholders may seek to redeem their shares, regardless of whether they vote for or against a Business Combination. The Company will proceed with a Business Combination only if the Company has net tangible assets of at least $5,000,001 upon such consummation of a Business Combination and, if the Company seeks stockholder approval, a majority of the outstanding shares voted are voted in favor of the Business Combination. Notwithstanding the foregoing, if the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Company’s Amended and Restated Memorandum and Articles of Association provides that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from seeking redemption rights with respect to 15% or more of the Public Shares without the Company’s prior written consent. If a stockholder vote is not required and the Company does not decide to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Memorandum and Articles of Association, offer such redemption pursuant to the tender offer rules of the Securities and Exchange Commission (“SEC”), and file tender offer documents containing substantially the same information as would be included in a proxy statement with the SEC prior to completing a Business Combination. The stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially $10.10 per Public Share, subject to increase of up to an additional $0.30 per Public Share in the event that the Sponsor elects to extend the period of time to consummate a Business Combination (see below), 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). The per-share amount to be distributed to stockholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriter (as discussed in Note 8). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s rights or warrants. The common stock will be recorded at redemption value and classified as temporary equity upon the completion of the Initial Public Offering, in accordance with Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity” (“ASC 480”). The Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 upon such consummation of a Business Combination and, if the Company seeks stockholder approval, a majority of the outstanding shares voted are voted in favor of the Business Combination. If a stockholder vote is not required and the Company does not decide to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation, offer such redemption pursuant to the tender offer rules of the Securities and Exchange Commission (“SEC”), and file tender offer documents containing substantially the same information as would be included in a proxy statement with the SEC prior to completing a Business Combination. The Sponsor and any of the Company’s officers or directors that may hold Founder Shares (as defined in Note 5) (the “stockholders”) and the underwriters will agree (a) to vote their Founder Shares, the common stock included in the Private Units (the “Private Shares”) and any Public Shares purchased during or after the Initial Public Offering in favor of a Business Combination, (b) not to propose an amendment to the Company’s Amended and Restated Memorandum and Articles of Association with respect to the Company’s pre-Business Combination activities prior to the consummation of a Business Combination unless the Company provides dissenting public stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment; (c) not to redeem any shares (including the Founder Shares) and Private Shares into the right to receive cash from the Trust Account in connection with a stockholder vote to approve a Business Combination (or to sell any shares in a tender offer in connection with a Business Combination if the Company does not seek stockholder approval in connection therewith) or a vote to amend the provisions of the Amended and Restated Memorandum and Articles of Association relating to stockholders’ rights of pre-Business Combination activity and (d) that the Founder Shares and Private Shares shall not participate in any liquidating distributions upon winding up if a Business Combination is not consummated. However, the stockholders will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares purchased during or after the Initial Public Offering if the Company fails to complete its Business Combination. On March 13, 2023, the Company entered into an amendment to the investment management trust agreement with Continental Stock Transfer & Trust Company, allowing to extend the time available for us to consummate an initial business combination for an additional six (6) months from March 13, 2023 to September 13, 2023 without having to make any extension payment. On March 13, 2023, the Company decided to extend the available time to complete a business combination for an additional six (6) months from March 13, 2023 to September 13, 2023. Public stockholders were not offered the opportunity to vote on or redeem their shares in connection with any such extension. On March 3, 2023, the Company and Sponsor entered into non-redemption agreements (“Non-Redemption Agreement”) with an unaffiliated third parties in exchange for such third party agreeing not to redeem an aggregate of 400,000 shares of the Company’s common stock sold in its initial public offering (“Non-Redeemed Shares”) in connection with the annual meeting of the stockholders called by the Company and held on March 13, 2023 (the “Meeting”) to consider and approve, among other things, an amendment to the Company’s investment management trust agreement dated December 8, 2021, (the “Trust Amendment Proposal”) to extend the time for the Company to complete its initial business combination for a period of six months without having to make any payment to the trust account established in connection with the Company’s initial public offering. In exchange for the foregoing commitments not to redeem such Non-Redeemed Shares, the Sponsor has agreed to transfer to such third party an aggregate of up to 120,000 shares of the Common Stock held by the Sponsor following the Meeting if they continue to hold such Non-Redeemed Shares through the Meeting. The Company has waived the transfer restrictions set forth in the Letter Agreement dated December 8, 2021, between the Company and Sponsor (the “Letter Agreement”), regarding the transfers of the shares contemplated by the Non-Redemption Agreement. Pursuant to the Underwriting Agreement, dated as of December 8, 2021, by and between the Company and EF Hutton, division of Benchmark Investments, LLC (“EF Hutton”). EF Hutton has consented in writing to waive the transfer restrictions set forth in Sections 15 and 18 of the Letter Agreement in connection to the transfers of the shares contemplated by the Non-Redemption Agreements. On March 6, 2023, the Company and the Sponsor entered into Non-Redemption Agreement with certain unaffiliated third parties in exchange for such third parties agreeing not to redeem an aggregate of 2,100,000 shares of the Common Stock sold in its initial public offering (“Non-Redeemed Shares”) in connection with the annual meeting of the stockholders called by the Company and held on March 13, 2023 (the “Meeting”) to consider and approve, among other things, an amendment to the Company’s investment management trust agreement dated December 8, 2021, (the “Trust Amendment Proposal”) to extend the time for the Company to complete its initial business combination for a period of six months without having to make any payment to the trust account established in connection with the Company’s initial public offering. In exchange for the foregoing commitments not to redeem such Non-Redeemed Shares, the Sponsor has agreed to transfer to such third party an aggregate of up to 630,000 shares of the Common Stock held by the Sponsor following the Meeting if they continue to hold such Non-Redeemed Shares through the Meeting. On March 7, 2023, the Company and the Sponsor entered into additional Non-Redemption Agreements with certain unaffiliated third parties in exchange for such parties agreeing not to redeem an aggregate of 625,000 Non-Redeemed Shares. In exchange for the foregoing commitments not to redeem such Non-Redeemed Shares, the Sponsor has agreed to transfer to such third party an aggregate of up to 187,500 shares of the Common Stock held by the Sponsor following the Meeting if they continue to hold such Non-Redeemed Shares through the Meeting. On March 8, 2023, the Company and the Sponsor entered into Non-Redemption Agreement with certain unaffiliated third parties in exchange for such third parties agreeing not to redeem an aggregate of 1,200,000 shares of the Common Stock sold in its initial public offering (“Non-Redeemed Shares”) in connection with the annual meeting of the stockholders called by the Company and held on March 13, 2023 (the “Meeting”) to consider and approve, among other things, an amendment to the Company’s investment management trust agreement dated December 8, 2021, (the “Trust Amendment Proposal”) to extend the time for the Company to complete its initial business combination for a period of six months without having to make any payment to the trust account established in connection with the Company’s initial public offering. In exchange for the foregoing commitments not to redeem such Non-Redeemed Shares, the Sponsor has agreed to transfer to such third party an aggregate of up to 360,000 shares of the Common Stock held by the Sponsor following the Meeting if they continue to hold such Non-Redeemed Shares through the Meeting. Liquidation If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than ten business days thereafter, redeem 100% of the outstanding Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned (net of taxes payable and less interest to pay dissolution expenses up to $50,000), divided by the number of then outstanding Public Shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and the Company’s board of directors, proceed to commence a voluntary liquidation and thereby a formal dissolution of the Company, subject in each case to its obligations to provide for claims of creditors and the requirements of applicable law. The underwriter has agreed to waive its rights to the deferred underwriting commission held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering price per Unit ($10.00). The Sponsor has agreed that it will be liable to the Company, if and to the extent any claims by a vendor for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amounts in the Trust Account to below (i) $10.10 per share or (ii) such lesser amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). In the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers, prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Liquidity and going concern As of December 31, 2022, the Company had cash balance of $680,812 and working capital of $242,247. The Company has incurred and expects to continue to incur significant costs in pursuit of its acquisition plans. Based on the foregoing, the Company believes it will not have sufficient cash to meet its needs to execute its intended initial Business Combination in the next twelve months from the date of the issuance of the accompanying financial statements. The Company initially had 15 months from the consummation of this offering to consummate the initial business combination. If the Company does not complete a business combination within 15 months from the consummation of the Public Offering, the Company will trigger an automatic winding up, dissolution and liquidation pursuant to the terms of the amended and restated memorandum and articles of association. As a result, this has the same effect as if the Company had formally gone through a voluntary liquidation procedure under the Companies Law. Accordingly, no vote would be required from our shareholders to commence such a voluntary winding up, dissolution and liquidation. However, the Company may extend the period of time to consummate a business combination two times by an additional three months each time (for a total of up to 21 months from the consummation of the Public Offering to complete a business combination). If Company is unable to consummate the Company’s initial business combination by September 13, 2023 (unless further extended), the Company will, as promptly as possible but not more than ten business days thereafter, redeem 100% of the Company’s outstanding public shares for a pro rata portion of the funds held in the Trust Account, including a pro rata portion of any interest earned on the funds held in the Trust Account and not necessary to pay taxes, and then seek to liquidate and dissolve. However, the Company may not be able to distribute such amounts as a result of claims of creditors which may take priority over the claims of the Company’s public shareholders. In the event of dissolution and liquidation, the public rights will expire and will be worthless. Accordingly, the Company may not be able to obtain additional financing. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead expenses. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. These conditions raise substantial doubt about the Company’s ability to continue as a going concern due to business combination is not consummated by September 13, 2023 (unless further extended). These financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES ● Basis of presentation These accompanying financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). ● Emerging growth company The Company is an “ emerging growth company 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 In preparing these financial statements in conformity with U.S. GAAP, management makes 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 expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, Actual results may differ from these 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. ● Cash and investment held in trust account At December 31, 2022 and 2021, substantially all of the assets held in the Trust Account were held in money market funds, which are invested primarily in U.S. Treasury securities. These securities are presented on the Balance Sheets at fair value at the end of each reporting period. Earnings on these securities is included in dividend income in the accompanying Statement of Operations and is automatically reinvested. The fair value for these securities is determined using quoted market prices in active markets. ● Deferred offering costs Deferred offering costs consist of underwriting, legal, accounting and other expenses incurred through the balance sheet date that are directly related to the Initial public Offering and that were charged to shareholders’ equity upon the completion of the Initial Public Offering. ● Warrant accounting The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, “ Distinguishing Liabilities from Equity Derivatives and Hedging For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of equity at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded as liabilities at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations. As the warrants issued upon the IPO and private placements meet the criteria for equity classification under ASC 480, therefore, the warrants are classified as equity. ● Common stock subject to possible redemption The Company accounts for its common stock subject to possible redemption in accordance with the guidance in ASC Topic 480. Common stocks subject to mandatory redemption (if any) are classified as a liability instrument and are measured at fair value. Conditionally redeemable common stocks (including common stocks 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) are classified as temporary equity. At all other times, common stocks are classified as stockholders’ equity. The Company’s common stocks feature certain redemption rights that are subject to the occurrence of uncertain future events and considered to be outside of the Company’s control. Accordingly, at December 31, 2022 and 2021, 10,350,000 shares of common stock subject to possible redemption, respectively, are presented as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet. ● Offering costs The Company complies with the requirements of the ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A – “ Expenses of Offering ● Fair value of financial instruments FASB ASC Topic 820 “ Fair Value Measurements and Disclosures” The fair value hierarchy is categorized into three levels based on the inputs as follows: Level 1 — Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Valuation adjustments and block discounts are not being applied. Since valuations are based on quoted prices that are readily and regularly available in an active market, the valuation of these securities does not entail a significant degree of judgment. Level 2 — Valuations based on (i) quoted prices in active markets for similar assets and liabilities, (ii) quoted prices in markets that are not active for identical or similar assets, (iii) inputs other than quoted prices for the assets or liabilities, or (iv) inputs that are derived principally from or corroborated by the market through correlation or other means. Level 3 — Valuations based on inputs that are unobservable and significant to the overall fair value measurement. The fair value of the Company’s certain assets and liabilities, which qualify as financial instruments under ASC 820, “ Fair Value Measurements and Disclosures ● Income taxes The Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2022 and 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company may be subject to potential examination by federal, state and city taxing authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal, state and city 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. ● Net loss per share The Company calculates net loss per share in accordance with ASC Topic 260, “ Earnings per Share The net income (loss) per share presented in the statement of operations is based on the following: December 31, Period from 2022 2021 Net income (loss) $ 475,491 $ (181,960 ) Accretion of carrying value to redemption value (1,516,986 ) (13,538,880 ) Net loss including accretion of carrying value to redemption value $ (1,041,495 ) $ (13,720,840 ) For the year ended Period from March 4 (inception) 2022 2021 Redeemable Ordinary Share Non- Redeemable Ordinary Share Redeemable Ordinary Share Non-Redeemable Ordinary Basic and diluted net income (loss) per share: Numerators: Allocation of net loss including carrying value to redemption value $ (829,988 ) $ (211,507 ) $ (2,638,991 ) $ (11,081,849 ) Accretion of carrying value to redemption value 1,516,986 - 13,538,880 - Allocation of net income (loss) $ 686,998 $ (211,507 ) $ 10,899,889 $ (11,081,849 ) Denominators: Weighted-average shares outstanding 10,350,000 2,637,500 616,887 2,590,480 Basic and diluted net income (loss) per share $ 0.07 $ (0.08 ) $ 17.67 $ (4.28 ) ● Related parties Parties, which can be a corporation or individual, are considered to be related if the Company has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operational decisions. Companies are also considered to be related if they are subject to common control or common significant influence. ● 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. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. ● Stock-based compensation The Company accounts for stock awards in accordance with ASC 718, “Compensation - Stock Compensation,” which requires that all equity awards be accounted for at their “fair value.” Fair value is measured at fair value upon the grant date and recognized over the requisite service period. To the extent a stock-based award is subject to a performance condition, the amount of expense recorded in a given period, if any, reflects an assessment of the probability of achieving such performance condition, with compensation recognized once the event is deemed probable to occur. Forfeitures are recognized as incurred. The fair value of stock-based compensation on the grant date were $537,075, or approximately $10.23 per share. ● Recent accounting pronouncements The Company has considered all new accounting pronouncements and has concluded that there are no new pronouncements that may have a material impact on the results of operations, financial condition, or cash flows, based on the current information. |
Initial Public Offering
Initial Public Offering | 12 Months Ended |
Dec. 31, 2022 | |
Initial Public Offering [Abstract] | |
INITIAL PUBLIC OFFERING | NOTE 3 – INITIAL PUBLIC OFFERING Pursuant to the Initial Public Offering, the Company sold 10,350,000 Units, which includes a full exercise by the underwriters of their over-allotment option in the amount of 1,350,000 Public Units, at a purchase price of $10.00 per Unit. Each Unit consists of one share of common stock, one-half (1/2) of one redeemable warrant (“Public Warrant”) and one right (“Public Right”) to receive one-tenth (1/10) of one share of common stock. Each Public Warrant will entitle the holder to purchase one share of common stock at an exercise price of $11.50 per whole share. All of the 10,350,000 (including over-allotment shares) Public Shares sold as part of the Public Units in the IPO contain a redemption feature which allows for the redemption of such Public Shares 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 certificate of incorporation, or in connection with the Company’s liquidation. In accordance with the SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, redemption provisions not solely within the control of the Company require common stocks subject to redemption to be classified outside of permanent equity. The Company’s redeemable common stock is subject to SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99. If it is probable that the equity instrument will become redeemable, the Company has the option to either accrete changes in the redemption value over the period from the date of issuance (or from the date that it becomes probable that the instrument will become redeemable, if later) to the earliest redemption date of the instrument or to recognize changes in the redemption value immediately as they occur and adjust the carrying amount of the instrument to equal the redemption value at the end of each reporting period. The Company has elected to recognize the changes immediately. The accretion or remeasurement is treated as a deemed dividend (i.e., a reduction to retained earnings, or in absence of retained earnings, additional paid-in capital). As of December 31, 2022 and 2021, the shares of common stock reflected on the balance sheet are reconciled in the following table. December 31, 2022 2021 Gross proceeds $ 103,500,000 $ 10,350,000 Less: Proceeds allocated Public Warrants (2,572,990 ) (2,572,990 ) Proceeds allocated Public Rights (7,418,984 ) (7,418,984 ) Offering costs of Public Shares (2,511,906 ) (2,511,906 ) Plus: Accretion of carrying value to redemption value – 2021 13,538,880 13,538,880 Accretion of carrying value to redemption value – 2022 1,516,986 - Common stock subject to possible redemption $ 106,051,986 $ 104,535,000 |
Private Placement
Private Placement | 9 Months Ended |
Sep. 30, 2022 | |
Private Placement [Abstract] | |
PRIVATE PLACEMENT | NOTE 4 – PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Sponsor and the underwriters purchased an aggregate of 4,721,250 Warrants at a price of $1.00 per Warrant, ($4,721,250 in the aggregate), in each case, in a private warrant that will occur simultaneously with the closing of the Initial Public Offering (the “Private Warrants”). Each Private Warrant is exercisable to purchase one share of common stock at a price of $11.50 per whole share. The Private Warrants may only be exercised for a whole number of shares. The proceeds from the sale of the Private Placement Warrants will be added to the net proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Warrants will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Warrants will expire worthless. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2022 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 5 – RELATED PARTY TRANSACTIONS Founder Shares On March 4, 2021, the Company issued an aggregate of 2,587,500 founder shares to the initial shareholder for an aggregate purchase price of $25,000. On December 13, 2021, the Company issued an aggregate of 50,000 representative shares to the underwriter. As of December 31, 2022 and 2021, the Company’s total issued and outstanding is 2,637,500 shares of common stock, excluding 10,350,000 share of common stock subject to possible redemption. Advances from a Related Party On April 1, 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 $1,000,000 (the “Promissory Note”). The Promissory Note is non-interest bearing and payable on the earlier of (i) April 30, 2021 or (ii) the date on which the Company determines not to conduct an initial public offering. As of December 13, 2021, the Company drew $134,885 against the promissory note and the entire balance was repaid on December 16, 2021. As of December 31, 2022 and 2021, the Company had a temporary advance of $181,835 and $10,253 from the Sponsor, respectively. The balance is unsecured, interest-free and has no fixed terms of repayment. Administrative Services Agreement The Company is obligated, commencing from March 4, 2021, to pay Soul Venture Partners LLC a monthly fee of $10,000 for general and administrative services. This agreement will terminate upon completion of the Company’s Business Combination or the liquidation of the trust account to public stockholders. |
Stockholders_ Equity
Stockholders’ Equity | 12 Months Ended |
Dec. 31, 2022 | |
Stockholders' Equity Note [Abstract] | |
STOCKHOLDERS’ EQUITY | NOTE 6 – STOCKHOLDERS’ EQUITY Common stocks The Company is authorized to issue 26,000,000 shares of common stock at par value $0.0001. Holders of the Company’s common stocks are entitled to one vote for each share. As of December 31, 2022, 2,637,500 shares of common stocks were issued and outstanding, excluding 10,350,000 shares of common stock subject to possible redemption. Rights Each holder of a right will receive one-tenth (1/10) of one share of common stock upon consummation of a Business Combination, even if the holder of such right redeemed all shares held by it in connection with a Business Combination. No fractional shares will be issued upon exchange of the rights. No additional consideration will be required to be paid by a holder of rights in order to receive its additional shares upon consummation of a Business Combination as the consideration related thereto has been included in the Unit purchase price paid for by investors in the Initial Public Offering. If the Company enters into a definitive agreement for a Business Combination in which the Company will not be the surviving entity, the definitive agreement will provide for the holders of rights to receive the same per share consideration the holders of the common stock will receive in the transaction on an as-converted into common stock basis and each holder of a right will be required to affirmatively convert its rights in order to receive 1/10 share underlying each right (without paying additional consideration). The shares issuable upon exchange of the rights will be freely tradable (except to the extent held by affiliates of the Company). If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of rights will not receive any of such funds with respect to their rights, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such rights, and the rights will expire worthless. Further, there are no contractual penalties for failure to deliver securities to the holders of the rights upon consummation of a Business Combination. Additionally, in no event will the Company be required to net cash settle the rights. Accordingly, the rights may expire worthless. Warrants The Public Warrants will become exercisable on the later of (a) the completion of a Business Combination or (b) 21 months from the closing of this Initial Public Offering. No Public Warrants will be exercisable for cash unless the Company has an effective and current registration statement covering the common stock issuable upon exercise of the Public Warrants and a current prospectus relating to such common stock. Notwithstanding the foregoing, if a registration statement covering the common stock issuable upon the exercise of the Public Warrants is not effective within 52 business days from the consummation of a Business Combination, the holders may, until such time as there is an effective registration statement and during any period when the Company shall have failed to maintain an effective registration statement, exercise the Public Warrants on a cashless basis pursuant to the exemption from registration provided by Section 3(a)(9) of the Securities Act provided that such exemption is available. If an exemption from registration is not available, holders will not be able to exercise their Public Warrants on a cashless basis. The Public Warrants 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 may call the warrants for redemption (excluding the Private Warrants), in whole and not in part, at a price of $0.01 per warrant: ● at any time while the Public Warrants are exercisable, ● upon not less than 30 days’ prior written notice of redemption to each Public Warrant holder, ● if, and only if, the reported last sale price of the common stock equals or exceeds $18 per share, for any 20 trading days within a 30 trading day period ending on the third trading day prior to the notice of redemption to Public Warrant holders, and ● if, and only if, there is a current registration statement in effect with respect to the issuance of the common stock underlying such warrants at the time of redemption and for the entire 30-day trading period referred to above and continuing each day thereafter until the date of redemption. The Private Warrants will be identical to the Public Warrants underlying the Units being sold in the Proposed Public Offering, except that the Private Warrants and the common stock issuable upon the exercise of the Private Warrants will not be transferable, assignable or salable until after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Warrants will be exercisable on a cashless basis and will be non-redeemable so long as they are held by the initial purchasers or their permitted transferees. If the Private Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of common stock issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a share dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. However, the warrants will not be adjusted for issuances of common stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such warrants. Accordingly, the warrants may expire worthless. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENTS | NOTE 7 – FAIR VALUE MEASUREMENTS The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. The following table presents information about the Company’s assets and liabilities that were measured at fair value on a recurring basis as of December 31, 2022 and 2021, and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. December 31, Quoted Prices In Significant Other Significant Other Description 2022 (Level 1) (Level 2) (Level 3) Assets: U.S. Treasury Securities held in Trust Account* $ 106,047,848 $ 106,047,848 $ - $ - December Quoted Significant Significant Other Description 2021 (Level 1) (Level 2) (Level 3) Assets: U.S. Treasury Securities held in Trust Account* $ 104,535,263 $ 104,535,263 $ - $ - * included in cash and investments held in trust account on the Company’s balance sheet. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 8 – COMMITMENTS AND CONTINGENCIES 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, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. On August 16, 2022, the Inflation Reduction Act (“IRA”) was enacted into law. The IRA enacted a 15% corporate minimum tax effective in 2023, a 1% tax on share repurchases after December 31, 2022, and created and extended certain tax-related energy incentives. We currently do not expect the tax-related provisions of the IRA to have a material impact on our financial results. Registration Rights Pursuant to a registration rights agreement entered into on December 13, 2021 the holders of the Founder Shares, Private Placement Warrants (and their underlying securities) and any securities our initial stockholders, officers, directors or their affiliates may be issued in payment of working capital loans made to us, will be entitled to registration rights pursuant to an agreement to be signed prior to or on the effective date of this Proposed Public Offering. The holders of the majority of the founder shares can elect to exercise these registration rights at any time commencing three months prior to the date on which these shares of common stock are to be released from escrow. The holders of a majority of the Private Placement Warrants (and underlying securities) and securities issued in payment of working capital loans (or underlying securities) or loans to extend our life can elect to exercise these registration rights at any time after the Company consummates a Business Combination. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to our consummation of a Business Combination. We will bear the expenses incurred in connection with the filing of any such registration statements. Underwriter Agreement The Company is committed to pay the Deferred Discount of the Initial Public Offering, to the underwriter upon the Company’s consummation of the business combination. The deferred fee can be paid in cash. |
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 2021, the Company’s net deferred tax assets are as follows: December 31, 2022 2021 Deferred tax asset: Organizational costs/Startup expenses $ 174,750 $ 38,212 Net operating loss - - Total deferred tax asset 174,750 38,212 Valuation allowance (174,750 ) (38,212 ) Deferred tax asset, net of allowance $ - $ - The income tax expense for the period from January 1, 2022 through December 31, 2022 and from March 4, 2021 (Inception) through December 31, 2021, consists of the following: December 31, Period from March 4, 2022 2021 Federal: Current $ 299,230 $ - Deferred (136,538 ) (38,212 ) State: Current - - Deferred - - Change in valuation allowance 136,538 38,212 Income tax provision $ 299,230 $ - In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amount become deductible. Management considers the scheduled reversal of deferred tax assets, projected future taxable income and tax planning strategies in making this assessment. After consideration of all of the information available, management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance. At the years ended December 31, 2022 and December 31, 2021, the change in valuation allowance was 136,538 and 38,212. A reconciliation of the federal income tax rate to the Company’s effective tax rate at December 31, 2022 and 2021, consists of the following: December 31, 2022 2021 Statutory federal income tax rate 21.0 % 21.0 % Change in valuation allowance 17.6 % (21.0 )% Effective Tax Rate 38.6 % 0.00 % The effective tax rate differs from the statutory tax rate of 21% for the years ended December 31, 2022 and 2021, primarily due to the valuation allowance on the deferred tax assets. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2022 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 10 – SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred the balance sheet date, up through the date was that the Company issued the financial statements. Other than as described in these financial statements, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements. On March 3, 2023, the Company and Sponsor entered into non-redemption agreements (“Non-Redemption Agreement”) with an unaffiliated third parties in exchange for such third party agreeing not to redeem an aggregate of 400,000 shares of the Company’s common stock sold in its initial public offering (“Non-Redeemed Shares”) in connection with the annual meeting of the stockholders called by the Company to be held on March 13, 2023 (the “Meeting”) to consider and approve, among other things, an amendment to the Company’s investment management trust agreement dated December 8, 2021, (the “Trust Amendment Proposal”) to extend the time for the Company to complete its initial business combination for a period of six months without having to make any payment to the trust account established in connection with the Company’s initial public offering. In exchange for the foregoing commitments not to redeem such Non-Redeemed Shares, the Sponsor has agreed to transfer to such third party an aggregate of up to 120,000 shares of the Common Stock held by the Sponsor following the Meeting if they continue to hold such Non-Redeemed Shares through the Meeting. The Company has waived the transfer restrictions set forth in the Letter Agreement dated December 8, 2021, between the Company and Sponsor (the “Letter Agreement”), regarding the transfers of the Common Stock contemplated by the Non-Redemption Agreement. Pursuant to the Underwriting Agreement, dated as of December 8, 2021, by and between the Company and EF Hutton, division of Benchmark Investments, LLC (“EF Hutton”). EF Hutton has consented in writing to waive the transfer restrictions set forth in Sections 15 and 18 of the Letter Agreement in connection to the transfers of the Common Stock contemplated by the Non-Redemption Agreements. On March 6, 2023, the “Company and the Sponsor entered into Non-Redemption Agreement with certain unaffiliated third parties in exchange for such third parties agreeing not to redeem an aggregate of 2,100,000 shares of the Common Stock sold in its initial public offering (“Non-Redeemed Shares”) in connection with the annual meeting of the stockholders called by the Company to be held on March 13, 2023 (the “Meeting”) to consider and approve, among other things, an amendment to the Company’s investment management trust agreement dated December 8, 2021, (the “Trust Amendment Proposal”) to extend the time for the Company to complete its initial business combination for a period of six months without having to make any payment to the trust account established in connection with the Company’s initial public offering. In exchange for the foregoing commitments not to redeem such Non-Redeemed Shares, the Sponsor has agreed to transfer to such third party an aggregate of up to 630,000 shares of the Common Stock held by the Sponsor following the Meeting if they continue to hold such Non-Redeemed Shares through the Meeting. On March 7, 2023, the Company and the Sponsor entered into additional Non-Redemption Agreements with certain unaffiliated third parties in exchange for such parties agreeing not to redeem an aggregate of 625,000 Non-Redeemed Shares. In exchange for the foregoing commitments not to redeem such Non-Redeemed Shares, the Sponsor has agreed to transfer to such third party an aggregate of up to 187,500 shares of the Common Stock held by the Sponsor following the Meeting if they continue to hold such Non-Redeemed Shares through the Meeting. On March 8, 2023, the Company and the Sponsor entered into Non-Redemption Agreement with certain unaffiliated third parties in exchange for such third parties agreeing not to redeem an aggregate of 1,200,000 shares of the Common Stock sold in its initial public offering (“Non-Redeemed Shares”) in connection with the annual meeting of the stockholders called by the Company to be held on March 13, 2023 (the “Meeting”) to consider and approve, among other things, an amendment to the Company’s investment management trust agreement dated December 8, 2021, (the “Trust Amendment Proposal”) to extend the time for the Company to complete its initial business combination for a period of six months without having to make any payment to the trust account established in connection with the Company’s initial public offering. In exchange for the foregoing commitments not to redeem such Non-Redeemed Shares, the Sponsor has agreed to transfer to such third party an aggregate of up to 360,000 shares of the Common Stock held by the Sponsor following the Meeting if they continue to hold such Non-Redeemed Shares through the Meeting. On March 13, 2023, the Company amend the Company’s investment management trust agreement, dated as of December 8, 2021, by and between the Company and Continental Stock Transfer & Trust Company to provide that the time for the Company to complete its initial business combination under the Trust Agreement shall be extended for a period of six months from March 13, 2023 to September 13, 2023 without having to make any payment to the Trust Account. On March 13, 2023, in connection with the stockholders vote at the Annual Meeting, 5,873,364 shares were redeemed by certain shareholders at a price of approximately $10.29 per share, including interest generated and extension payments deposited in the Trust Account, in an aggregate amount of $60,411,251. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Basis of presentation | ● Basis of presentation These accompanying financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). |
Emerging growth company | ● Emerging growth company The Company is an “ emerging growth company 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 In preparing these financial statements in conformity with U.S. GAAP, management makes 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 expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, Actual results may differ from these estimates. |
Cash and cash equivalents | ● Cash and cash equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2022 and 2021. |
Cash and investment held in trust account | ● Cash and investment held in trust account At December 31, 2022 and 2021, substantially all of the assets held in the Trust Account were held in money market funds, which are invested primarily in U.S. Treasury securities. These securities are presented on the Balance Sheets at fair value at the end of each reporting period. Earnings on these securities is included in dividend income in the accompanying Statement of Operations and is automatically reinvested. The fair value for these securities is determined using quoted market prices in active markets. |
Deferred offering costs | ● Deferred offering costs Deferred offering costs consist of underwriting, legal, accounting and other expenses incurred through the balance sheet date that are directly related to the Initial public Offering and that were charged to shareholders’ equity upon the completion of the Initial Public Offering. |
Warrant accounting | ● Warrant accounting The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, “ Distinguishing Liabilities from Equity Derivatives and Hedging For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of equity at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded as liabilities at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations. As the warrants issued upon the IPO and private placements meet the criteria for equity classification under ASC 480, therefore, the warrants are classified as equity. |
Common stock subject to possible redemption | ● Common stock subject to possible redemption The Company accounts for its common stock subject to possible redemption in accordance with the guidance in ASC Topic 480. Common stocks subject to mandatory redemption (if any) are classified as a liability instrument and are measured at fair value. Conditionally redeemable common stocks (including common stocks 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) are classified as temporary equity. At all other times, common stocks are classified as stockholders’ equity. The Company’s common stocks feature certain redemption rights that are subject to the occurrence of uncertain future events and considered to be outside of the Company’s control. Accordingly, at December 31, 2022 and 2021, 10,350,000 shares of common stock subject to possible redemption, respectively, are presented as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet. |
Offering costs | ● Offering costs The Company complies with the requirements of the ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A – “ Expenses of Offering |
Fair value of financial instruments | ● Fair value of financial instruments FASB ASC Topic 820 “ Fair Value Measurements and Disclosures” The fair value hierarchy is categorized into three levels based on the inputs as follows: Level 1 — Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Valuation adjustments and block discounts are not being applied. Since valuations are based on quoted prices that are readily and regularly available in an active market, the valuation of these securities does not entail a significant degree of judgment. Level 2 — Valuations based on (i) quoted prices in active markets for similar assets and liabilities, (ii) quoted prices in markets that are not active for identical or similar assets, (iii) inputs other than quoted prices for the assets or liabilities, or (iv) inputs that are derived principally from or corroborated by the market through correlation or other means. Level 3 — Valuations based on inputs that are unobservable and significant to the overall fair value measurement. The fair value of the Company’s certain assets and liabilities, which qualify as financial instruments under ASC 820, “ Fair Value Measurements and Disclosures |
Income taxes | ● Income taxes The Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2022 and 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company may be subject to potential examination by federal, state and city taxing authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal, state and city 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. |
Net loss per share | ● Net loss per share The Company calculates net loss per share in accordance with ASC Topic 260, “ Earnings per Share The net income (loss) per share presented in the statement of operations is based on the following: December 31, Period from 2022 2021 Net income (loss) $ 475,491 $ (181,960 ) Accretion of carrying value to redemption value (1,516,986 ) (13,538,880 ) Net loss including accretion of carrying value to redemption value $ (1,041,495 ) $ (13,720,840 ) For the year ended Period from March 4 (inception) 2022 2021 Redeemable Ordinary Share Non- Redeemable Ordinary Share Redeemable Ordinary Share Non-Redeemable Ordinary Basic and diluted net income (loss) per share: Numerators: Allocation of net loss including carrying value to redemption value $ (829,988 ) $ (211,507 ) $ (2,638,991 ) $ (11,081,849 ) Accretion of carrying value to redemption value 1,516,986 - 13,538,880 - Allocation of net income (loss) $ 686,998 $ (211,507 ) $ 10,899,889 $ (11,081,849 ) Denominators: Weighted-average shares outstanding 10,350,000 2,637,500 616,887 2,590,480 Basic and diluted net income (loss) per share $ 0.07 $ (0.08 ) $ 17.67 $ (4.28 ) |
Related parties | ● Related parties Parties, which can be a corporation or individual, are considered to be related if the Company has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operational decisions. Companies are also considered to be related if they are subject to common control or common significant influence. |
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. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. |
Stock-based compensation | ● Stock-based compensation The Company accounts for stock awards in accordance with ASC 718, “Compensation - Stock Compensation,” which requires that all equity awards be accounted for at their “fair value.” Fair value is measured at fair value upon the grant date and recognized over the requisite service period. To the extent a stock-based award is subject to a performance condition, the amount of expense recorded in a given period, if any, reflects an assessment of the probability of achieving such performance condition, with compensation recognized once the event is deemed probable to occur. Forfeitures are recognized as incurred. The fair value of stock-based compensation on the grant date were $537,075, or approximately $10.23 per share. |
Recent accounting pronouncements | ● Recent accounting pronouncements The Company has considered all new accounting pronouncements and has concluded that there are no new pronouncements that may have a material impact on the results of operations, financial condition, or cash flows, based on the current information. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Schedule of net income (loss) per share | December 31, Period from 2022 2021 Net income (loss) $ 475,491 $ (181,960 ) Accretion of carrying value to redemption value (1,516,986 ) (13,538,880 ) Net loss including accretion of carrying value to redemption value $ (1,041,495 ) $ (13,720,840 ) |
Schedule of basic and diluted net loss per share | For the year ended Period from March 4 (inception) 2022 2021 Redeemable Ordinary Share Non- Redeemable Ordinary Share Redeemable Ordinary Share Non-Redeemable Ordinary Basic and diluted net income (loss) per share: Numerators: Allocation of net loss including carrying value to redemption value $ (829,988 ) $ (211,507 ) $ (2,638,991 ) $ (11,081,849 ) Accretion of carrying value to redemption value 1,516,986 - 13,538,880 - Allocation of net income (loss) $ 686,998 $ (211,507 ) $ 10,899,889 $ (11,081,849 ) Denominators: Weighted-average shares outstanding 10,350,000 2,637,500 616,887 2,590,480 Basic and diluted net income (loss) per share $ 0.07 $ (0.08 ) $ 17.67 $ (4.28 ) ● Stock-based compensation |
Initial Public Offering (Tables
Initial Public Offering (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Regulated Operations [Abstract] | |
Schedule of the shares of common stock reflected on the balance sheet are reconciled | December 31, 2022 2021 Gross proceeds $ 103,500,000 $ 10,350,000 Less: Proceeds allocated Public Warrants (2,572,990 ) (2,572,990 ) Proceeds allocated Public Rights (7,418,984 ) (7,418,984 ) Offering costs of Public Shares (2,511,906 ) (2,511,906 ) Plus: Accretion of carrying value to redemption value – 2021 13,538,880 13,538,880 Accretion of carrying value to redemption value – 2022 1,516,986 - Common stock subject to possible redemption $ 106,051,986 $ 104,535,000 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Schedule of assets and liabilities that are measured at fair value on a recurring basis | December 31, Quoted Prices In Significant Other Significant Other Description 2022 (Level 1) (Level 2) (Level 3) Assets: U.S. Treasury Securities held in Trust Account* $ 106,047,848 $ 106,047,848 $ - $ - December Quoted Significant Significant Other Description 2021 (Level 1) (Level 2) (Level 3) Assets: U.S. Treasury Securities held in Trust Account* $ 104,535,263 $ 104,535,263 $ - $ - * included in cash and investments held in trust account on the Company’s balance sheet. |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Schedule of net deferred tax assets | December 31, 2022 2021 Deferred tax asset: Organizational costs/Startup expenses $ 174,750 $ 38,212 Net operating loss - - Total deferred tax asset 174,750 38,212 Valuation allowance (174,750 ) (38,212 ) Deferred tax asset, net of allowance $ - $ - |
Schedule of income tax expense | December 31, Period from March 4, 2022 2021 Federal: Current $ 299,230 $ - Deferred (136,538 ) (38,212 ) State: Current - - Deferred - - Change in valuation allowance 136,538 38,212 Income tax provision $ 299,230 $ - |
Schedule of reconciliation of the federal income tax rate | December 31, 2022 2021 Statutory federal income tax rate 21.0 % 21.0 % Change in valuation allowance 17.6 % (21.0 )% Effective Tax Rate 38.6 % 0.00 % |
Organization and Business Bac_2
Organization and Business Background (Details) - USD ($) | 12 Months Ended | |||||
Mar. 07, 2023 | Dec. 13, 2021 | Dec. 31, 2022 | Mar. 08, 2023 | Mar. 06, 2023 | Mar. 03, 2023 | |
Organization and Business Background (Details) [Line Items] | ||||||
Generating gross proceeds | $ 4,721,250 | |||||
Price per unit (in Dollars per share) | $ 10.1 | |||||
Transaction costs | $ 4,832,697 | |||||
Underwriting fees | 1,811,250 | |||||
Deferred underwriting fees | 2,587,500 | |||||
Other offering costs | 433,947 | |||||
Cash | $ 1,498,937 | |||||
Working capital | $ 104,535,000 | |||||
Public unit shares (in Shares) | 10.1 | |||||
Investments | 106,047,848 | |||||
Cash | $ 4,489 | |||||
Fair market value percentage | 80% | |||||
Percentage of outstanding voting securities | 50% | |||||
Net tangible assets | $ 5,000,001 | |||||
Public shares percentage | 15% | |||||
Trust account public per shares (in Dollars per share) | $ 10.1 | |||||
Additional public per shares (in Dollars per share) | $ 0.3 | |||||
Common stock sold (in Shares) | 50,000 | |||||
Aggregate shares (in Shares) | 187,500 | 360,000 | 630,000 | 120,000 | ||
Aggregate non redeemed shares. (in Shares) | 625,000 | |||||
Net loss | $ 680,812 | |||||
Working capital equity | $ 242,247 | |||||
Private Placement Warrants [Member] | ||||||
Organization and Business Background (Details) [Line Items] | ||||||
Sale of warrants (in Shares) | 4,721,250 | |||||
Price per unit (in Dollars per share) | $ 1 | |||||
Initial Public Offering [Member] | ||||||
Organization and Business Background (Details) [Line Items] | ||||||
Number of shares (in Shares) | 10,350,000 | |||||
Price per unit (in Dollars per share) | $ 10 | |||||
Common stock sold (in Shares) | 1,200,000 | 2,100,000 | 400,000 | |||
Over-Allotment Option [Member] | ||||||
Organization and Business Background (Details) [Line Items] | ||||||
Number of shares (in Shares) | 1,350,000 | |||||
Price per unit (in Dollars per share) | $ 10 | |||||
Generating gross proceeds | $ 103,500,000 | |||||
Sale of warrants (in Shares) | 1,350,000 | |||||
Trust account | $ 104,535,000 | |||||
Business Combination [Member] | ||||||
Organization and Business Background (Details) [Line Items] | ||||||
Net tangible assets | $ 5,000,001 | |||||
Business combination, description | If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than ten business days thereafter, redeem 100% of the outstanding Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned (net of taxes payable and less interest to pay dissolution expenses up to $50,000), divided by the number of then outstanding Public Shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and the Company’s board of directors, proceed to commence a voluntary liquidation and thereby a formal dissolution of the Company, subject in each case to its obligations to provide for claims of creditors and the requirements of applicable law. | |||||
Business redeem percentage | 100% |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Accounting Policies [Abstract] | ||
Common stock subject to possible redemption | 10,350,000 | 10,350,000 |
Aggregate of purchase shares | 9,896,250 | |
Fair value of stock-based compensation (in Dollars) | $ 537,075 | |
Fair value of stock-based compensation per share (in Dollars per share) | $ 10.23 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - Schedule of net income (loss) per share - USD ($) | 10 Months Ended | 12 Months Ended |
Dec. 31, 2021 | Dec. 31, 2022 | |
Schedule of Net Income Loss Per Share [Abstract] | ||
Net income (loss) | $ (181,960) | $ 475,491 |
Accretion of carrying value to redemption value | (13,538,880) | (1,516,986) |
Net loss including accretion of carrying value to redemption value | $ (13,720,840) | $ (1,041,495) |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Details) - Schedule of basic and diluted net loss per share - USD ($) | 10 Months Ended | 12 Months Ended |
Dec. 31, 2021 | Dec. 31, 2022 | |
Redeemable Ordinary Shares [Member] | ||
Numerators: | ||
Allocation of net loss including carrying value to redemption value | $ (2,638,991) | $ (829,988) |
Accretion of carrying value to redemption value | 13,538,880 | 1,516,986 |
Allocation of net income (loss) | $ 10,899,889 | $ 686,998 |
Denominators: | ||
Weighted-average shares outstanding (in Shares) | 616,887 | 10,350,000 |
Basic and diluted net income (loss) per share (in Dollars per share) | $ 17.67 | $ 0.07 |
Non-Redeemable Ordinary Shares [Member] | ||
Numerators: | ||
Allocation of net loss including carrying value to redemption value | $ (11,081,849) | $ (211,507) |
Accretion of carrying value to redemption value | ||
Allocation of net income (loss) | $ (11,081,849) | $ (211,507) |
Denominators: | ||
Weighted-average shares outstanding (in Shares) | 2,590,480 | 2,637,500 |
Basic and diluted net income (loss) per share (in Dollars per share) | $ (4.28) | $ (0.08) |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies (Details) - Schedule of basic and diluted net loss per share (Parentheticals) - $ / shares | 10 Months Ended | 12 Months Ended |
Dec. 31, 2021 | Dec. 31, 2022 | |
Redeemable Ordinary Shares [Member] | ||
Summary of Significant Accounting Policies (Details) - Schedule of basic and diluted net loss per share (Parentheticals) [Line Items] | ||
Diluted net income (loss) per share | $ 17.67 | $ 0.07 |
Non-Redeemable Ordinary Shares [Member] | ||
Summary of Significant Accounting Policies (Details) - Schedule of basic and diluted net loss per share (Parentheticals) [Line Items] | ||
Diluted net income (loss) per share | $ (4.28) | $ (0.08) |
Initial Public Offering (Detail
Initial Public Offering (Details) - $ / shares | 10 Months Ended | 12 Months Ended |
Dec. 31, 2021 | Dec. 31, 2022 | |
Initial Public Offering (Details) [Line Items] | ||
Sale of shares | 10,350,000 | |
Common Stock [Member] | ||
Initial Public Offering (Details) [Line Items] | ||
Sale of shares | 10,350,000 | |
Exercise price (in Dollars per share) | $ 11.5 | |
Initial Public Offering [Member] | ||
Initial Public Offering (Details) [Line Items] | ||
Sale of shares | 10,350,000 | |
Offering price per unit (in Dollars per share) | $ 10 | |
Over-Allotment Option [Member] | ||
Initial Public Offering (Details) [Line Items] | ||
Sale of shares | 1,350,000 |
Initial Public Offering (Deta_2
Initial Public Offering (Details) - Schedule of the shares of common stock reflected on the balance sheet are reconciled - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule Of The Shares Of Common Stock Reflected On The Balance Sheet Are Reconciled Abstract | ||
Gross proceeds | $ 103,500,000 | $ 10,350,000 |
Less: | ||
Proceeds allocated Public Warrants | (2,572,990) | (2,572,990) |
Proceeds allocated Public Rights | (7,418,984) | (7,418,984) |
Offering costs of Public Shares | (2,511,906) | (2,511,906) |
Plus: | ||
Accretion of carrying value to redemption value – 2021 | 13,538,880 | 13,538,880 |
Accretion of carrying value to redemption value – 2022 | 1,516,986 | |
Common stock subject to possible redemption | $ 106,051,986 | $ 104,535,000 |
Private Placement (Details)
Private Placement (Details) | 12 Months Ended |
Dec. 31, 2022 USD ($) $ / shares shares | |
Initial Public Offering [Member] | |
Private Placement (Details) [Line Items] | |
Aggregate of purchase (in Shares) | shares | 4,721,250 |
Warrant price per share | $ 1 |
Private Placement Warrant [Member] | |
Private Placement (Details) [Line Items] | |
Aggregate of purchase amount (in Dollars) | $ | $ 4,721,250 |
Price per share | $ 11.5 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | 10 Months Ended | 12 Months Ended | |||
Dec. 13, 2021 | Mar. 04, 2021 | Dec. 31, 2021 | Dec. 31, 2022 | Apr. 01, 2021 | |
Related Party Transactions (Details) [Line Items] | |||||
Aggregate of founder shares (in Shares) | 2,587,500 | ||||
Aggregate purchase price | $ 25,000 | $ 93,508,026 | |||
Aggregate shares (in Shares) | 50,000 | ||||
Common stock, shares outstanding (in Shares) | 2,637,500 | 2,637,500 | |||
Common stock, shares issued (in Shares) | 2,637,500 | 2,637,500 | |||
Common stock subject to possible redemption (in Shares) | 10,350,000 | 10,350,000 | |||
Aggregate principal amount | $ 1,000,000 | ||||
Promissory note amount | $ 134,885 | ||||
Temporary advance | $ 10,253 | $ 181,835 | |||
Soul Venture Partners LLC [Member] | |||||
Related Party Transactions (Details) [Line Items] | |||||
General and administrative services | $ 10,000 |
Stockholders_ Equity (Details)
Stockholders’ Equity (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Stockholders' Equity Note [Abstract] | ||
Common stock, shares authorized | 26,000,000 | 26,000,000 |
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, voting rights | one | |
Common stock, shares outstanding | 2,637,500 | 2,637,500 |
Common stock, shares issued | 2,637,500 | 2,637,500 |
Common stock subject to possible redemption | 10,350,000 | |
Warrants expire | 5 years | |
Warrants, description | The Company may call the warrants for redemption (excluding the Private Warrants), in whole and not in part, at a price of $0.01 per warrant: ●at any time while the Public Warrants are exercisable, ●upon not less than 30 days’ prior written notice of redemption to each Public Warrant holder, ●if, and only if, the reported last sale price of the common stock equals or exceeds $18 per share, for any 20 trading days within a 30 trading day period ending on the third trading day prior to the notice of redemption to Public Warrant holders, and ●if, and only if, there is a current registration statement in effect with respect to the issuance of the common stock underlying such warrants at the time of redemption and for the entire 30-day trading period referred to above and continuing each day thereafter until the date of redemption. |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - Schedule of assets and liabilities that are measured at fair value on a recurring basis - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | ||
Fair Value Measurements (Details) - Schedule of assets and liabilities that are measured at fair value on a recurring basis [Line Items] | |||
U.S. Treasury Securities held in Trust Account | [1] | $ 106,047,848 | $ 104,535,263 |
Quoted Prices In Active Markets (Level 1) [Member] | |||
Fair Value Measurements (Details) - Schedule of assets and liabilities that are measured at fair value on a recurring basis [Line Items] | |||
U.S. Treasury Securities held in Trust Account | [1] | 106,047,848 | 104,535,263 |
Significant Other Observable Inputs (Level 2) [Member] | |||
Fair Value Measurements (Details) - Schedule of assets and liabilities that are measured at fair value on a recurring basis [Line Items] | |||
U.S. Treasury Securities held in Trust Account | [1] | ||
Significant Other Unobservable Inputs (Level 3) [Member] | |||
Fair Value Measurements (Details) - Schedule of assets and liabilities that are measured at fair value on a recurring basis [Line Items] | |||
U.S. Treasury Securities held in Trust Account | [1] | ||
[1] included in cash and investments held in trust account on the Company’s balance sheet. |
Commitments and Contingencies (
Commitments and Contingencies (Details) | Aug. 16, 2022 |
Maximum [Member] | |
Commitments and Contingencies (Details) [Line Items] | |
Effective income tax rate | 15% |
Minimum [Member] | |
Commitments and Contingencies (Details) [Line Items] | |
Effective income tax rate | 1% |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | 10 Months Ended | 12 Months Ended |
Dec. 31, 2021 | Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | ||
Change in valuation allowance | $ 38,212 | $ 136,538 |
Statutory tax rate, percentage | 21% | 21% |
Income Taxes (Details) - Schedu
Income Taxes (Details) - Schedule of net deferred tax assets - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Deferred tax asset: | ||
Organizational costs/Startup expenses | $ 174,750 | $ 38,212 |
Net operating loss | ||
Total deferred tax asset | 174,750 | 38,212 |
Valuation allowance | (174,750) | (38,212) |
Deferred tax asset, net of allowance |
Income Taxes (Details) - Sche_2
Income Taxes (Details) - Schedule of income tax expense - USD ($) | 10 Months Ended | 12 Months Ended |
Dec. 31, 2021 | Dec. 31, 2022 | |
Federal: | ||
Current | $ 299,230 | |
Deferred | (38,212) | (136,538) |
State: | ||
Current | ||
Deferred | ||
Change in valuation allowance | 38,212 | 136,538 |
Income tax provision | $ 299,230 |
Income Taxes (Details) - Sche_3
Income Taxes (Details) - Schedule of reconciliation of the federal income tax rate | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule of Reconciliation of the Federal Income Tax Rate [Abstract] | ||
Statutory federal income tax rate | 21% | 21% |
Change in valuation allowance | 17.60% | (21.00%) |
Effective Tax Rate | 38.60% | 0% |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) | Mar. 13, 2023 | Mar. 07, 2023 | Mar. 08, 2023 | Mar. 06, 2023 | Mar. 03, 2023 | Dec. 31, 2022 | Dec. 13, 2021 |
Subsequent Events (Details) [Line Items] | |||||||
Common stock sold | 50,000 | ||||||
Aggregate shares | 187,500 | 360,000 | 630,000 | 120,000 | |||
Aggregate non redeemed shares | 625,000 | ||||||
Price per share (in Dollars per share) | $ 10.1 | ||||||
IPO [Member] | |||||||
Subsequent Events (Details) [Line Items] | |||||||
Common stock sold | 1,200,000 | 2,100,000 | 400,000 | ||||
Price per share (in Dollars per share) | $ 10 | ||||||
Subsequent Event [Member] | |||||||
Subsequent Events (Details) [Line Items] | |||||||
Shares of common stock | 5,873,364 | ||||||
Price per share (in Dollars per share) | $ 10.29 | ||||||
Aggregate amount (in Dollars) | $ 60,411,251 | ||||||
Forecast [Member] | |||||||
Subsequent Events (Details) [Line Items] | |||||||
Aggregate shares | 187,500 | 360,000 | 630,000 | 120,000 | |||
Aggregate non redeemed shares | 625,000 | ||||||
Forecast [Member] | IPO [Member] | |||||||
Subsequent Events (Details) [Line Items] | |||||||
Common stock sold | 1,200,000 | 2,100,000 | 400,000 |