Blockchain Moon Acquisition (BMAQ) 10-K17 Apr 232022 FY Annual reportFinancial data

Company Profile

Document and Entity Information

Document and Entity Information - USD ($)	12 Months Ended
Document and Entity Information - USD ($)	Dec. 31, 2022	Apr. 14, 2023	Jun. 30, 2022
Document and Entity Information
Document Type	10-K
Document Annual Report	true
Document Period End Date	Dec. 31, 2022
Document Transition Report	false
Entity File Number	001-40922
Entity Registrant Name	BLOCKCHAIN MOON ACQUISITION CORP.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	86-1839124
Entity Address, Address Line One	4651 Salisbury Road, Suite 400
Entity Address, City or Town	Jacksonville
Entity Address State Or Province	FL
Entity Address, Postal Zip Code	32256
City Area Code	424
Local Phone Number	262-6097
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	No
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
ICFR Auditor Attestation Flag	false
Entity Shell Company	true
Entity Public Float			$ 113,735,000
Entity Common Stock, Shares Outstanding		5,080,892
Entity Central Index Key	0001867757
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	FY
Amendment Flag	false
Transition Report	false
Auditor Name	BDO USA, LLP
Auditor Firm ID	243
Auditor Location	New York
Units
Document and Entity Information
Title of 12(b) Security	Units, each consisting of one share of Common Stock, one Right and one Redeemable Warrant
Trading Symbol	BMAQU
Security Exchange Name	NASDAQ
Common Stock
Document and Entity Information
Title of 12(b) Security	Common Stock, par value $0.0001 per share
Trading Symbol	BMAQ
Security Exchange Name	NASDAQ
Rights
Document and Entity Information
Title of 12(b) Security	Rights, each to receive one-tenth of one share of Common Stock
Trading Symbol	BMAQR
Security Exchange Name	NASDAQ
Warrants
Document and Entity Information
Title of 12(b) Security	Redeemable Warrants, each exercisable for one-half of one share of Common Stock at an exercise price of $11.50
Trading Symbol	BMAQW
Security Exchange Name	NASDAQ

BALANCE SHEETS

BALANCE SHEETS - USD ($)	Dec. 31, 2022	Dec. 31, 2021
Current assets:
Cash	$ 189,771	$ 831,693
Due from Related Party		37,778
Prepaid expenses	134,437	405,319
Total current assets	324,208	1,274,790
Investments held in Trust account	18,430,006	115,010,229
Total Assets	18,754,214	116,285,019
Current liabilities:
Accrued expenses	4,336,547	131,381
Accrued offering costs		75,000
Income taxes payable	198,311
Due to Related Party	82,223
Extension Loan	345,005
Conversion Option Liability	20,104
Total current liabilities	4,982,190	206,381
Warrant liability	9,334	175,861
Deferred underwriters' discount	4,025,000	4,025,000
Total Liabilities	9,016,524	4,407,242
Commitments and Contingencies
Common stock subject to possible redemption $0.0001 par value; 1,775,892 and 11,500,000 shares at redemption value, at December 31, 2022 and 2021, respectively	18,430,006
Stockholder's Deficit:
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding
Accumulated deficit	(8,692,647)	(3,132,783)
Total Stockholders' deficit	(8,692,316)	(3,132,452)
Total Liabilities, Common Stock Subject to Possible Redemption and Stockholders' Deficit	18,754,214	116,285,019
Common stock subject to possible redemption
Current liabilities:
Common stock subject to possible redemption $0.0001 par value; 1,775,892 and 11,500,000 shares at redemption value, at December 31, 2022 and 2021, respectively	18,430,006	115,010,229
Common stock not subject to redemption
Stockholder's Deficit:
Common stock, $0.0001 par value; 100,000,000 shares authorized; 3,305,000 shares issued and outstanding (excluding 1,775,892 and 11,500,000 shares subject to possible redemption, respectively) as of December 31, 2022 and 2021	$ 331	$ 331

BALANCE SHEETS (Parenthetical)

BALANCE SHEETS (Parenthetical) - $ / shares	Dec. 31, 2022	Dec. 31, 2021
Preferred stock, par value, (per share)	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common stock, par value, (per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized	100,000,000	100,000,000
Common stock subject to possible redemption
Common stock subject to possible redemption, par value	$ 0.0001	$ 0.0001
Common stock subject to possible redemption, shares	1,775,892	11,500,000
Common stock not subject to possible redemption
Common stock, shares issued	3,305,000	3,305,000
Common stock, shares outstanding	3,305,000	3,305,000

STATEMENTS OF OPERATIONS

STATEMENTS OF OPERATIONS - USD ($)	11 Months Ended	12 Months Ended
STATEMENTS OF OPERATIONS - USD ($)	Dec. 31, 2021	Dec. 31, 2022
Formation and operating costs	$ 278,354	$ 5,406,038
Loss from Operations	(278,354)	(5,406,038)
Other income
Realized gain on marketable securities held in Trust Account	10,229	963,636
Interest and dividends on marketable securities, held in Trust Account		191,490
Interest Expense		(5,271)
Change in fair value of Conversion Option liability		162
Offering costs allocated to private warrants	(679)
Change in fair value of warrant liability	(60,676)	166,527
Total other income, net	(51,126)	1,316,544
Loss before provision for income taxes	(329,480)	(4,089,494)
Provision for income taxes		(198,311)
Net loss	$ (329,480)	$ (4,287,805)
Weighted average shares outstanding, basic	2,575,392	3,305,000
Weighted average shares outstanding, diluted	2,575,392	3,305,000
Basic net (loss) income per share	$ (0.88)	$ (0.43)
Diluted net (loss) income per share	$ (0.88)	$ (0.43)
Common stock subject to possible redemption
Other income
Net loss	$ 1,934,314	$ (2,855,982)
Weighted average shares outstanding, basic	2,385,174	9,528,537
Weighted average shares outstanding, diluted	2,385,174	9,528,537
Basic net (loss) income per share	$ 0.81	$ (0.30)
Diluted net (loss) income per share	$ 0.81	$ (0.30)
Common stock not subject to possible redemption
Other income
Net loss	$ (2,263,794)	$ (1,431,823)
Weighted average shares outstanding, basic	2,575,392	3,305,000
Weighted average shares outstanding, diluted	2,575,392	3,305,000
Basic net (loss) income per share	$ (0.88)	$ (0.43)
Diluted net (loss) income per share	$ (0.88)	$ (0.43)

STATEMENTS OF CHANGES IN COMMON

STATEMENTS OF CHANGES IN COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION AND STOCKHOLDERS' DEFICIT - USD ($)	Common stock subject to possible redemption Common Stock	Common stock subject to possible redemption	Common Stock	Additional Paid-in Capital	Retained Earnings	Total
Balance at the beginning at Jan. 22, 2021	$ 0		$ 0	$ 0	$ 0	$ 0
Balance at the beginning (in shares) at Jan. 22, 2021	0		0
Increase (Decrease) in Stockholders' Equity
Common stock issued to Sponsor			$ 288	24,712		25,000
Common stock issued to Sponsor (in shares)			2,875,000
Sales of public units, net of issuance cost	$ 105,212,293			2,785,049		2,785,049
Sales of public units, net of issuance cost (in shares)	11,500,000
Proceeds from sale of 430,000 Private Placement Units, net of fair value of warrant liability			$ 43	4,184,772		4,184,815
Proceeds from sale of 430,000 Private Placement Units, net of fair value of warrant liability (in shares)			430,000
Proceeds from Unit Purchase Option				100		100
Remeasurement of Common Stock to redemption value	$ 9,797,936			$ (6,994,633)	(2,803,303)	(9,797,936)
Net loss					(329,480)	(329,480)
Balance at the end at Dec. 31, 2021	$ 115,010,229		$ 331		(3,132,783)	(3,132,452)
Balance at the end (in shares) at Dec. 31, 2021	11,500,000		3,305,000
Increase (Decrease) in Stockholders' Equity
Remeasurement of Common Stock to redemption value	$ 1,272,059				(1,272,059)	(1,272,059)
Redemption of Common Stock	$ (97,852,282)					97,852,282
Redemption of Common Stock (in shares)	(9,724,108)
Net loss		$ (2,855,982)			(4,287,805)	(4,287,805)
Balance at the end at Dec. 31, 2022	$ 18,430,006		$ 331		$ (8,692,647)	$ (8,692,316)
Balance at the end (in shares) at Dec. 31, 2022	1,775,892		3,305,000

STATEMENTS OF CHANGES IN COMM_2

STATEMENTS OF CHANGES IN COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION AND STOCKHOLDERS' DEFICIT (Parenthetical)	Dec. 31, 2022 shares
Private placement warrants
Sale of Private Placement Warrants (in shares)	430,000

STATEMENTS OF CASH FLOWS

STATEMENTS OF CASH FLOWS - USD ($)	11 Months Ended	12 Months Ended
STATEMENTS OF CASH FLOWS - USD ($)	Dec. 31, 2021	Dec. 31, 2022
Cash flows from Operating Activities:
Net loss	$ (329,480)	$ (4,287,805)
Adjustments to reconcile net loss to net cash used in operating activities:
Realized gain on marketable securities held in Trust Account	(10,229)	(963,636)
Accrued interest and dividends on marketable securities held in Trust Account		(58,819)
Offering costs allocated to private warrants	679
Change in fair value of warrant liability	60,676	(166,527)
Change in fair value of conversion option liability		(162)
Amortization of debt discount		5,271
Changes in current assets and current liabilities:
Prepaid expenses	(405,319)	270,882
Due from related party	(37,778)	37,778
Due to related party		82,223
Income taxes payable		198,311
Accrued expenses	131,381	4,205,166
Net cash used in operating activities	(590,070)	(677,318)
Cash flows from Investing Activities:
Investments of cash in Trust Account	(115,000,000)	(360,000)
Purchase of investment held in Trust Account		(461,192,363)
Redemption of investments in Trust Account		461,059,692
Cash withdrawn from Trust Account to pay franchise and income taxes		243,067
Cash withdrawn from Trust Account in connection with redemption		97,852,282
Net cash provided by (used in) investing activities	(115,000,000)	97,602,678
Cash flows from Financing Activities:
Proceeds from Initial Public Offering, net of underwriters' commissions	112,700,000
Proceeds from issuance of Private Placement Units	4,300,000
Proceeds from issuance of promissory note to related party	75,000	360,000
Proceeds from underwriters' unit purchase option	100
Repayment of promissory note to related party	(75,000)
Payment of offering costs	(578,337)	(75,000)
Redemption of common stock		(97,852,282)
Net cash (used in) provided by financing activities	116,421,763	(97,567,282)
Net change in cash	831,693	(641,922)
Cash, beginning of the period		831,693
Cash, end of the period	831,693	189,771
Supplemental disclosure of noncash investing and financing activities:
Deferred underwriters' discount payable charged to additional paid-in capital	4,025,000
Initial recognition of conversion option liability		20,266
Accretion of Common Stock to redemption value	9,797,936	$ 1,272,059
Accrued offering costs	$ 75,000

DESCRIPTION OF ORGANIZATION AND

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS	12 Months Ended
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS	Dec. 31, 2022
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS	Organization and General Blockchain Moon Acquisition Corp. (the “Company”) is a blank check company incorporated in Delaware on January 22, 2021. The Company was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. While the Company may pursue an initial business combination target in any business, industry or geographical location, it intends to focus its search on high growth businesses in blockchain technologies in North America, Europe, and Asia. The Company has selected December 31 as its fiscal year end. As of December 31, 2022, the Company had not commenced any operations. All activity for the period from January 22, 2021 (inception) through December 31, 2022 relates to the Company’s formation, the IPO described below and searching for a business combination target. The Company will not generate any operating revenues until after the completion of its initial business combination, at the earliest. The Company generates non-operating income in the form of interest income and gains from the marketable securities held in the Trust Account (as defined below), and gains or losses from the change in fair value of the warrant liabilities. It is an emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. Sponsor and IPO Financing The Company’s sponsor is Jupiter Sponsor LLC, a Delaware limited liability company (the “Sponsor”). The registration statement for the Company’s IPO was declared effective on October 18, 2021 (the “Effective Date”). On October 21, 2021, the Company consummated its IPO of 10,000,000 units at $10.00 per unit (the “Units”), for gross proceeds of $100,000,000, which is discussed in Note 3, and the sale of 400,000 units to the Sponsor, (the “Private Units”) at a price of $10.00 per Unit, for a gross proceeds of $4,000,000, in a private placement that closed simultaneously with the IPO. Each Unit consists of one share of common stock, one warrant and one right. Each right entitles the holder thereof to receive one one Transaction costs related to the IPO and overallotment amounted to $7,003,337 consisting of $2,300,000 of underwriting commissions, $4,025,000 of deferred underwriting commissions, and $678,337 of other offering costs, of which $679 was allocated to the private warrants underlying the Private Units (the “Private Warrants”) and recorded in operations, $180,585 was allocated to the public warrants issued in connection with the IPO (the “Public Warrants”) and charged against additional paid-in capital and $6,822,073 were allocated to common stock reducing the initial carrying amount of such shares. Trust Account Following the closing of the IPO on October 21, 2021 and the full exercise of the over-allotment option by the underwriters on October 26, 2021, an amount of $115,000,000 from the net proceeds of the sale of the Units in the IPO, sale of the Units in the over-allotment option and the sale of the Private Units were placed in a trust account (the “Trust Account”) and were invested only in U.S. government securities with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations. The Trust Account is intended as a holding place for funds pending the earliest to occur of: (i) the completion of the initial business combination; (ii) the redemption of any public shares properly submitted in connection with a stockholder vote to amend the Company’s amended and restated articles and memorandum of association (A) to modify the substance or timing of the Company’s obligation to redeem 100% of the public shares if the Company does not complete an initial business combination within 12 months from the closing of the IPO or (B) with respect to any other provision relating to stockholders’ rights or pre-initial business combination activity; or (iii) absent an initial business combination within 12 months from the closing of the IPO, the return of the funds held in the Trust Account to the public stockholders as part of redemption of the public shares. In connection with the Extension Meeting, as described below, the Company extended the date of which it has to consummate a business combination an additional three months with the option to extend on a monthly basis for up to six times by an additional one month through July 21, 2023. Initial Business Combination The Company’s business combination must be with one or more target businesses that together have a fair market value equal to at least 80% of the value of the assets held in the Trust Account (as defined below) (excluding any deferred underwriter’s fees and taxes payable on the interest earned on the Trust Account) at the time of the agreement to enter into the initial business combination. However, the Company will only complete a business combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. There is no assurance that the Company will be able to successfully effect a business combination. The Company will provide its public stockholders with the opportunity to redeem all or a portion of their public shares upon the completion of the initial business combination either (i) in connection with a stockholder meeting called to approve the initial business combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a proposed initial business combination or conduct a tender offer will be made by the Company, solely in its discretion. The stockholders will be entitled to redeem all or a portion of their public shares upon the completion of the initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account as of two If the Company holds a stockholder vote or there is a tender offer for shares in connection with an initial business combination, a stockholder will have the right to redeem his, her or its public Shares for an amount in cash equal to his, her or its pro rata share of the aggregate amount on deposit in the Trust Account as of two The Company initially had 12 months from the closing of the IPO (or up to 18 months from the closing of the IPO if the Company extends the period of time to consummate a business combination by the maximum amount as described in more detail below) to complete its initial business combination (the “Combination Period”). On October 19, 2022, the Company held an extension meeting to approve an amendment to the Company’s amended and restated certificate of incorporation to allow the Company to have 15 months from the closing of the IPO (or up to 24 from the closing of the IPO if the Company extends the period of time to consummate a business combination by the maximum amount as described in more detail below) to complete its initial business combination. If the Company is unable to complete an initial business combination within such period, it will: (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten The Sponsor, officers and directors have agreed to (i) waive their redemption rights with respect to their Founder Shares and any public shares they purchase in connection with the completion of the initial business combination and (ii) to waive their redemption rights with respect to their founder shares if the Company fails to complete its initial business combination within the Combination Period (although they will be entitled to redemption rights with respect to any public shares they hold if the Company fails to complete business combination within the prescribed time frame); and (iii) vote their Founder Shares and any public shares purchased during or after the IPO in favor of an initial business combination. The Company’s Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party (other than the Company’s independent auditors) for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (i) $10.00 per public share or (ii) such lesser amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay taxes. This liability will not apply with respect to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under the Company’s indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company has not independently verified whether the Sponsor has sufficient funds to satisfy their indemnity obligations and believe that the Sponsor’s only assets are securities of the Company. The Company has not asked the Sponsor to reserve for such obligations. Going Concern and Liquidity As of December 31, 2022, the Company had $189,771 in cash and working capital deficit of $4,657,982. Prior to the consummation of the IPO, the Company’s liquidity needs have been satisfied through receipt of a $25,000 capital contribution from the Sponsor in exchange for the issuance of the Founder Shares (Note 5) to the Sponsor, and a $250,000 note payable to the Sponsor. Subsequent to the consummation of the IPO, the Company received the net proceeds not held in the Trust Account of approximately $1.4 million. The Company has incurred and expects to continue to incur significant costs in pursuit of its financing and acquisition plans. 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, suspending the pursuit of a business combination. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. On October 19, 2022, the Company held the Extension Meeting (the “Extension Meeting”) to approve an amendment to the Company’s amended and restated certificate of incorporation (the “Charter Amendment”) to extend the date (the “Termination Date”) by which the Company has to consummate a business combination from October 21, 2022 (the “Original Termination Date”) to January 21, 2023 (the “Charter Extension Date”) and to allow the Company, without another stockholder vote, to elect to extend the Termination Date to consummate a business combination on a monthly basis for up to six times by an additional one month Accordingly, on October 21, 2022, the Company issued an unsecured promissory note in the principal amount of $360,000 (the “Note”) to the Sponsor. The Note does not bear interest and matures upon closing of the Company’s initial business combination. In the event that the Company does not consummate a business combination, the Note will be repaid only from amounts remaining outside of the Trust Account, if any. The proceeds of the Note have been deposited in the Trust Account in connection with the Charter Amendment. Upon consummation of a business combination, the Payee shall have the option, but not the obligation, to convert the Principal Amount of this Note, in whole or in part at the option of the Payee, into units of the Maker (each, a “Private Placement Unit”), each Private Placement Unit consisting of one share of common stock of the Maker, one warrant to purchase one-half of one share of common stock of the Maker and one right to purchase one In connection with the vote to approve the Charter Amendment, the holders of 9,724,108 public shares of our common stock properly exercised their right to redeem their shares (and did not withdraw their redemption) for cash at a redemption price of approximately $10.06 per share, for an aggregate redemption amount of $97,852,282. Following such redemptions on October 19, 2022, approximately $17,870,500 was left in trust and 1,775,892 shares of common stock held by public stockholders remained outstanding. On January 20, 2023, the Company elected to exercise a one Extension 5 one Note one one In addition, in order to finance transaction costs in connection with a business combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company Working Capital Loans (Note 5). Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a business combination, without interest, or, at the lender’s discretion, up to $1.5 million of such Working Capital Loans may be convertible into warrants at a price of $10.00 per unit. The units would be identical to the Private Placement Units. As of December 31, 2022, the Company has no borrowings under the Working Capital Loans. In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standard Board’s ASC Topic 205-40, “Basis of Presentation - Going Concern”, the Company has until April 21, 2023 (absent any extensions of such period by the Sponsor, pursuant to the terms described above) to consummate a business combination. It is uncertain that the Company will be able to consummate a business combination by this time. If a business combination is not consummated by this date, there will be a mandatory liquidation and subsequent dissolution of the Company. Management has determined that the liquidity condition and mandatory liquidation, should a business combination not occur, and potential subsequent dissolution, raises substantial doubt about the Company’s ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after April 21, 2023. The Company intends to complete a business combination before the mandatory liquidation date. However, there can be no assurance that the Company will be able to consummate any business combination by April 21, 2023. Risks and Uncertainties Management continues to evaluate 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 the financial statements. The accompanying financial statements does not include any adjustments that might result from the outcome of this uncertainty. In February 2022, the Russian Federation and Belarus commenced a military action with the country of Ukraine. As a result of this action, various nations, including the United States, have instituted economic sanctions against the Russian Federation and Belarus. Further, the impact of this action and related sanctions on the world economy are not determinable as of the date of these financial statements. The specific impact on the Company’s financial condition, results of operations, and cash flows is also not determinable as of the date of these financial statements. On August 16, 2022, the Inflation Reduction Act of 2022 (the “IR Act”) was signed into federal law. The IR Act provides for, among other things, a new U.S. federal 1% excise tax on certain repurchases of stock by publicly traded U.S. domestic corporations and certain U.S. domestic subsidiaries of publicly traded foreign corporations occurring on or after January 1, 2023. The excise tax is imposed on the repurchasing corporation itself, not its stockholders from which shares are repurchased. The amount of the excise tax is generally 1% of the fair market value of the shares repurchased at the time of the repurchase. However, for purposes of calculating the excise tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year. In addition, certain exceptions apply to the excise tax. The U.S. Department of the Treasury (the “Treasury”) has been given authority to provide regulations and other guidance to carry out and prevent the abuse or avoidance of the excise tax. Any redemption or other repurchase that occurs after December 31, 2022, in connection with a Business Combination, extension vote or otherwise, may be subject to the excise tax. Whether and to what extent the Company would be subject to the excise tax in connection with a Business Combination, extension vote or otherwise would depend on a number of factors, including (i) the fair market value of the redemptions and repurchases in connection with the Business Combination, extension or otherwise, (ii) the structure of a Business Combination, (iii) the nature and amount of any “PIPE” or other equity issuances in connection with a Business Combination (or otherwise issued not in connection with a Business Combination but issued within the same taxable year of a Business Combination) and (iv) the content of regulations and other guidance from the Treasury. In addition, because the excise tax would be payable by the Company and not by the redeeming holder, the mechanics of any required payment of the excise tax have not been determined. The foregoing could cause a reduction in the cash available on hand to complete a Business Combination and in the Company’s ability to complete a Business Combination.

SUMMARY OF SIGNIFICANT ACCOUNTI

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	12 Months Ended
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	Dec. 31, 2022
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying financial statements are presented in U.S. dollars and have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the accounting and disclosure rules and regulations of the Securities and Exchange Commission (the “SEC”). Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Use of Estimates The preparation of financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and 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, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. Investment Held in Trust Account At December 31, 2022, the Company’s investments held in the Trust Account is comprised of $0 in cash and $18,430,006 in money market funds which are invested primarily in U.S. Treasury Securities. At December 31, 2021, the Company’s investments held in the Trust Account is comprised of $907 in cash and $115,009,322 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, investments in money market funds that invest in U.S. government securities, cash, or a combination thereof. Gains and losses resulting from the change in fair value of these securities is included in gain on investment held in Trust Account. The estimated fair values of the investments held in the Trust Account are determined using available market information (see Note 7). Offering Costs The Company complies with the requirements of the ASC 340-10-S99-1. Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the IPO that were directly related to the IPO. The Company incurred offering costs amounting to $7,003,337 as a result of the IPO and over-allotment consisting of $2,300,000 of underwriting commissions, $4,025,000 of deferred underwriting commissions, and $678,337 of other offering costs. Offering costs in the amount of $679 were allocated to the Private Warrants and recorded in operations, $180,585 of the offering costs were allocated to the Public Warrants and charged against additional paid-in capital and $6,822,073 of the offering costs were allocated to common stock reducing the initial carrying amount of such shares. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities which qualify as financial instruments other than warrant liability approximates the carrying amounts represented in the balance sheet, primarily due to its short-term nature. Fair value measurements are classified on a three-tier hierarchy as follows: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In many cases, a valuation technique used to measure fair value includes inputs from multiple levels of the fair value hierarchy described above. The lowest level of significant input determines the placement of the entire fair value measurement in the hierarchy. Common Stock Subject to Possible Redemption All of the 11,500,000 shares of common stock sold as part of the Units in the IPO contain a redemption feature which allows for the redemption of such public Shares in connection with the Company’s liquidation, if there is a stockholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s amended and restated certificate of incorporation. In accordance with SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, redemption provisions not solely within the control of the Company require common stock subject to redemption to be classified outside of permanent equity. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Such changes are reflected in additional paid-in-capital, or in the absence of additional paid-in capital, in accumulated deficit. On December 31, 2021, the Company accreted $9,797,936, of which $6,994,633 was recorded against additional paid in capital and the remaining $2,803,303 was recorded against accumulated deficit. For the year ended December 31, 2022, the Company accreted $1,272,059, which was recorded against accumulated deficit. As of December 31, 2022 and 2021, the common stock reflected in the balance sheets are reconciled in the following table: Gross proceeds $ 115,000,000 Less: Proceeds allocated to Public Warrants (2,965,634) Less: Common stock issuance costs (6,822,073) Add: Remeasurement of common stock to redemption value 9,797,936 Common stock subject to possible redemption, as of December 31, 2021 115,010,229 Add: Remeasurement of common stock to redemption value 1,272,059 Redemption (97,852,282) Common stock subject to possible redemption, as of December 31, 2022 $ 18,430,006 Warrant Liabilities The Company accounts for Private Placement Warrants for shares of the Company’s common stock that are not indexed to its own shares as liabilities at fair value on the balance sheet. The warrants will be re-evaluated for the proper accounting treatment at each reporting period and are subject to remeasurement at each balance sheet date and any change in fair value is recognized as a component of other income (expense), net on the statement of operations. The Company will continue to adjust the liability for changes in fair value until the earlier of the exercise or expiration of the Private Placement Warrants. At that time, the portion of the liability related to the Private Placement Warrants will be reclassified to additional paid-in capital. Income Taxes The Company accounts for income taxes under ASC 740 Income Taxes (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statement and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2022. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company has not yet filed its 2021 tax return. There is no material interest or penalty due as there is no tax due with the 2021 return. The Company has identified the United States as its only “major” tax jurisdiction. The Company may be subject to potential examination by federal and state 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 and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. Net Loss per Common Share The Company has two classes of shares, which are referred to as the redeemable common stock and the non-redeemable common stock. Earnings and losses are shared pro rata between the two classes of shares. Net loss per common stock is calculated by dividing the net loss by the weighted average common stock outstanding for the respective period. Net loss for the period from inception to IPO was allocated fully to non-redeemable common stock. Diluted net loss per share attributable to common stockholders adjusts the basic net loss per share attributable to common stockholders and the weighted-average common stock outstanding for the potentially dilutive impact of outstanding warrants. However, because the warrants are anti-dilutive, diluted loss per common stock is the same as basic loss per common stock for the period presented. In addition, the Company has not considered the effect of the unit purchase option sold to the underwriter and/or its designees, in the calculation of diluted loss per share, since the exercise of the unit purchase option is contingent upon the occurrence of future events. With respect to the accretion of common stock subject to possible redemption and consistent with ASC Topic 480-10-S99-3A, the Company treated accretion in the same manner as a dividend, paid to the stockholder in the calculation of the net loss per common stock. The following table reflects the calculation of basic and diluted net loss per common stock (in dollars, except per share amounts): For the period from January 22, For the Year 2021 (Inception) Ended through December 31, December 31, 2022 2021 Net loss $ (4,287,805) $ (329,480) Accretion of temporary equity to redemption value (1,272,059) (9,797,936) Net loss including accretion of temporary equity to redemption value $ (5,559,864) $ (10,127,416) For the Year Ended For the period from January 22, 2021 December 31, 2022 (Inception) through December 31, 2021 Redeemable Non Redeemable Redeemable Non Redeemable Basic and diluted net loss per share: Numerator: Allocation of net loss including accretion of temporary equity $ (4,128,041) $ (1,431,823) $ (7,863,622) $ (2,263,794) Deemed dividend for accretion of temporary equity to redemption value 1,272,059 — 9,797,936 — Allocation of net (loss) income $ (2,855,982) $ (1,431,823) $ 1,934,314 $ (2,263,794) Denominator: Weighted-average shares outstanding 9,528,537 3,305,000 2,385,174 2,575,392 Basic and diluted net (loss) income per common stock $ (0.30) $ (0.43) $ 0.81 $ (0.88) In connection with the underwriters’ full exercise of their over-allotment option on October 26, 2021, 375,000 Founder Shares were no longer subject to forfeiture. These shares were excluded from the calculation of weighted average shares outstanding until they were no longer subject to forfeiture. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the federal depository insurance coverage of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. Recent Accounting Standards In August 2020, the FASB issued Accounting Standards Update (“ASU”) 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective January 1, 2024 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company has determined not to early adopt. The Company is currently assessing the impact, if any, that ASU 2020-06 would have on its financial position, results of operations or cash flows. Management does not believe that any other recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.

INITIAL PUBLIC OFFERING

INITIAL PUBLIC OFFERING	12 Months Ended
INITIAL PUBLIC OFFERING	Dec. 31, 2022
INITIAL PUBLIC OFFERING
INITIAL PUBLIC OFFERING	NOTE 3. INITIAL PUBLIC OFFERING On October 21, 2021, the Company sold 10,000,000 Units, at a purchase price of $10.00 per Unit, generating gross proceeds of $100.0 million. Each Unit consists of one share of common stock, one right (“Public Right”) and one Public Warrant. Each right entitles the holder thereof to receive one -tenth (1/10) of one share of common stock upon the consummation of an initial business combination. There will be no redemption rights or liquidating distributions with respect to the Company’s rights, which will expire worthless if the Company fails to complete its initial business combination within the Combination Period. Each Public Warrant entitles the holder to purchase one -half of one share of common stock at an exercise price of $11.50 per whole share. The Company deposited net proceeds of $98.0 million into the Trust Account. The underwriters had a 45-day option from the date of IPO to purchase up to an additional 1,500,000 units (“Over-Allotment Option Units”) to cover over-allotments, if any. On October 26, 2021 the underwriters fully exercised their over-allotment option, purchasing 1,500,000 units, generating additional gross proceeds of $15,000,000 . The Company deposited net proceeds of $ 14,700,000 into the Trust Account.

PRIVATE PLACEMENT

PRIVATE PLACEMENT	12 Months Ended
PRIVATE PLACEMENT	Dec. 31, 2022
PRIVATE PLACEMENT
PRIVATE PLACEMENT	NOTE 4. PRIVATE PLACEMENT On October 21, 2021, simultaneously with the closing of the IPO, the Sponsor purchased from the Company 400,000 Private Units, at $10.00 per Private Unit, for a total purchase price of $4,000,000 . Each Private Unit is identical to the Public Units, except as provided herein. Of the $4,000,000 gross proceeds, the Company deposited $2,000,000 into the Trust account. On October 26, 2021, simultaneously with the sale of the Over-Allotment Option Units, the Company consummated the private sale of an additional 30,000 Private Units, generating gross proceeds to the Company of $300,000. The Company deposited the proceeds of $300,000 into the Trust Account. The Private Units, underlying private shares of common stock and private rights and private warrants will not be transferable, assignable or salable until 30 days after the consummation of the initial Business Combination except to permitted transferees.

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS	12 Months Ended
RELATED PARTY TRANSACTIONS	Dec. 31, 2022
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS	NOTE 5. RELATED PARTY TRANSACTIONS Founder Shares On February 3, 2021, the Sponsor paid $25,000, or approximately $0.009 per share, to cover certain of the offering and formation costs in exchange for an aggregate of 2,875,000 shares of common stock, par value $0.0001 per share (the “Founder Shares”). The Founder Shares included an aggregate of up to 375,000 shares subject to forfeiture if the over-allotment option was not exercised by the underwriters in full. On October 26, 2021, the underwriters fully exercised their over-allotment option, so there was no forfeiture of shares. The Sponsor has agreed not to transfer, assign or sell any of the Founder Shares (except to certain permitted transferees) until, with respect to 50% of the Founder Shares, the earlier of six months after the date of the consummation of the initial business combination and the date on which the closing price of the Company’s common stock equals or exceeds $12.50 per share for any 20 trading days within a 30- trading day period following the consummation of the initial business combination and, with respect to the remaining 50% of the Founder Shares, six months after the date of the consummation of an initial business combination, or earlier in each case if, subsequent to the initial business combination, the Company completes a liquidation, merger, stock exchange or other similar transaction which results in all of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property (the “Lock-up”). The Founder Shares are held in escrow with Continental Stock Transfer & Trust Company during the period in which they are subject to the transfer restrictions described above. Administrative Service Fee The Company has agreed, commencing on the effective date of the IPO, to pay the Sponsor a total of $10,000 per month for office space, administrative and support services. Upon completion of the Company’s initial business combination or its liquidation, the Company will cease paying these monthly fees. For the year ended December 31, 2022, the Company incurred and settled $120,000 for these services. For the period from January 22, 2021 (inception) through December 31, 2021, the Company incurred and settled $24,666 for these services. For these services the Company had $82,223 included in due to related party as of December 31, 2022 and $37,778 included in due from related party as of December 31, 2021. Promissory Notes — Related Party On May 1, 2021, the Company issued an unsecured promissory note to the Sponsor, pursuant to which the Company could borrow up to an aggregate principal amount of $250,000 to be used for a portion of the expenses of the IPO. This loan was non-interest bearing, unsecured and due at the earlier of the closing of the IPO or on the date the Company determines not to pursue the IPO. The Company drew down $75,000 under the promissory note prior to the IPO and this amount was repaid in full at closing of the IPO. Related Party Loans In order to finance transaction costs in connection with a business combination, the Sponsor or an affiliate of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a business combination, the Company will repay the Working Capital Loans. In the event that a business combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay the Working Capital Loans but no proceeds from the Trust Account would be used to repay the Working Capital Loans. Up to $1,500,000 of such Working Capital Loans may be convertible into units at a price of $10.00 per unit at the option of the lender. The units would be identical to the Private Units. The terms of Working Capital Loans by the Company’s officers and directors, if any, have not been determined and no written agreements exist with respect to such loans. At December 31, 2022 and 2021, no Working Capital Loans were outstanding. Extension Loans The Company will have 12 months from the closing of the IPO to consummate an initial business combination. In addition, if the Company anticipates that it may not be able to consummate an initial business combination within 12 months, the insiders or their affiliates may, but are not obligated to, extend the period of time to consummate a business combination two times by an additional three months On October 19, 2022, the stockholders of Blockchain Moon approved the Extension Amendment Proposal (as defined in Note 1) at the Extension Meeting. Accordingly, on October 21, 2022, the Company issued an unsecured promissory note in the principal amount of $360,000 (the “ Note The Company assessed the provisions of the Convertible Promissory Note under ASC 470-20. The derivative component of the obligation is initially valued and classified as a derivative liability. The conversion option was valued using an option pricing framework, which is considered to be a Level 3 fair value measurement and based on the assumptions described in Note 9. The debt discount was amortized to interest expense as a non-cash charge over the term of the Convertible Promissory Note, which was assumed to mature in July 2022, the Company’s expected Business Combination date. During the year ended December 31, 2022, the Company recorded $5,271 of interest expense related to the amortization of the debt discount. The remaining balance of the debt discount at December 31, 2022 amounted to $14,995.

COMMITMENTS

COMMITMENTS	12 Months Ended
COMMITMENTS	Dec. 31, 2022
COMMITMENTS
COMMITMENTS	NOTE 6. COMMITMENTS Registration Rights The holders of the Founder Shares, Private Units, Unit Purchase Option (the “UPO”), and units that may be issued on conversion of Working Capital Loans or Extension Loans (and any securities underlying the Private Units, the UPO, or units issued upon conversion of the Working Capital Loans or Extension Loans) will be entitled to registration rights pursuant to a registration rights agreement to be signed prior to or on the effective date of the IPO requiring the Company to register such securities for resale (in the case of the Founder Shares, only after redemption to the Company’s common stock). The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company registers such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the Company’s completion of its initial business combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. Furthermore, notwithstanding the foregoing, pursuant to FINRA Rule 5110, Chardan Capital Markets, LLC (the representative of the underwriters) may not exercise its demand and “piggyback” registration rights after five and seven years, respectively, after the effective date of the registration statement and may not exercise its demand rights on more than one occasion. Underwriting Agreement The underwriters had a 45-day option from the date of IPO to purchase up to an additional 1,500,000 units to cover over-allotments at $10.00 per unit, if any. On October 26, 2021 the underwriters exercised the over-allotment option in full, resulting in total gross proceeds to the Company of $15,000,000, and incurred $300,000 of underwriting commissions, and $525,000 of deferred underwriting commissions. The underwriters were entitled to a cash underwriting discount of two percent (2%) of the gross proceeds of the Proposed Public Offering, or $2,000,000 (or up to $2,300,000 if the underwriters’ over-allotment is exercised in full). On October 21, 2021 and October 26, 2021, the Company paid a cash underwriting commissions of $2,300,000 and recorded it as offering costs. The underwriters are entitled to a deferred underwriting discount of 3.5% of the gross proceeds of the IPO held in the Trust Account, or $4,025,000 in the aggregate, upon the completion of the Company’s initial business combination subject to the terms of the underwriting agreement, which were accounted as deferred underwriters’ discount. Unit Purchase Option On October 21, 2021, the Company sold to the underwriters and/or its designees, for $100, an option to purchase up to a total of 550,000 units, at $11.50 per unit. The purchase option may be exercised for cash or on a cashless basis, at the holder’s option, and expires five years from commencement of sales of the IPO. The Company accounted for the UPO, inclusive of the receipt of $100 cash payment, as an expense of the IPO resulting in a charge directly to stockholders’ equity. As of October 21, 2021, the Company estimated the fair value of the unit purchase option is approximately $682,000 (or $1.24 per Unit) using the Monte Carlo simulation. The fair value of the unit purchase option granted to the underwriters is estimated as of the date of grant using the following assumptions: (1) expected volatility of 14%, (2) risk-free interest rate of 1.23% and (3) fair value per common stock of $9.17. The option and the 550,000 units, as well as the 550,000 shares of common stock, 550,000 warrants to purchase 275,000 shares of common stock for $11.50 per whole share and the rights to purchase 55,000 shares of common stock that may be issued upon exercise of the option, have been deemed compensation by FINRA and are therefore subject to a lock-up for a period of 180 days immediately following the commencement of sales in our IPO pursuant to FINRA Rule 5110(e)(1), during which time the option may not be sold, transferred, assigned, pledged or hypothecated, or be subject of any hedging, short sale, derivative or put or call transaction that would result in the economic disposition of the securities, except as permitted under FINRA Rule 5110(e)(2). The option grants to holders one demand and unlimited “piggy- back” rights for periods of five and seven years, respectively, from the commencement of sales of the IPO with respect to the registration under the Securities Act of the securities directly and indirectly issuable upon exercise of the option. The Company will bear all fees and expenses attendant to registering the securities, other than underwriting commissions, if any, which would be paid for by the holders themselves. The exercise price and number of units issuable upon exercise of the option may be adjusted in certain circumstances including the Company’s recapitalization, reorganization, merger or consolidation. However, the option will not be adjusted for issuances of common stock at a price below its exercise price. The Proposed DLTx Business Combination On October 15, 2022, the Company announced that it executed a Business Combination Agreement (the “Business Combination Agreement”), dated as of October 14, 2022, with Malibu Parent Inc., a Delaware corporation (“New BMAC”), Hermosa Merger Sub LLC, a Delaware limited liability company (“Merger Sub”), and DLTx ASA, a Norwegian public limited liability company (“DLTx”) (the transactions contemplated by the Business Combination Agreement, the “Business Combination”). On March 12, 2023, the Company delivered a unilateral notice of termination (the “Notice”) to DLTx pursuant to both Section 8.1(b) and Section 8.1(k) of the Business Combination Agreement. The Notice terminated the Business Combination Agreement effective immediately pursuant to Section 8.1(b) of the Business Combination Agreement. By virtue of the termination of the Business Combination Agreement, all other ancillary agreements related to the Business Combination terminate in accordance with their terms.

STOCKHOLDERS' DEFICIT

STOCKHOLDERS' DEFICIT	12 Months Ended
STOCKHOLDERS' DEFICIT	Dec. 31, 2022
STOCKHOLDERS' DEFICIT
STOCKHOLDERS' DEFICIT	NOTE 7. STOCKHOLDERS’ DEFICIT Preferred Stock — The Company is authorized to issue a total of 1,000,000 preferred shares at par value of $0.0001 each. At December 31, 2022 and 2021, there were no shares of preferred shares issued or outstanding . Common Stock issued Common stockholders of record are entitled to one vote for each share held on all matters to be voted on by stockholders. The stockholders have no redemption, preemptive or other subscription rights and there are no sinking fund or redemption provisions applicable to the shares of common stock, except that public stockholders have the right to sell their shares to the Company in any tender offer or have their shares of common stock redeemed to cash equal to their pro rata share of the Trust Account if they vote on a proposed business combination and a business combination is completed. If the Company holds a stockholder vote to amend any provisions of its certificate of incorporation relating to stockholder’s rights or pre-business combination activity (including the substance or timing within which the Company has to complete a Business Combination), it will provide its public stockholders with the opportunity to redeem their shares of common stock upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its franchise and income taxes, divided by the number of then outstanding public shares, in connection with any such vote. In either of such events, redeeming stockholders would be paid their pro rata portion of the Trust Account promptly following consummation of the business combination or the approval of the amendment to the certificate of incorporation. If the business combination is not consummated or the amendment is not approved, stockholders will not be paid such amounts. Rights one one stock upon consummation of a business combination. 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 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. The Company will not issue fractional shares in connection with an exchange of rights. Fractional shares will either be rounded down to the nearest whole share or otherwise addressed in accordance with the applicable provisions of the Delaware law. As a result, the holders of the rights must hold rights in multiples of ten in order to receive shares for all of the holders’ rights upon closing of a business combination. 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. Public and Private Warrants Public Warrants may only be exercised for a whole number of shares. No fractional shares will be issued upon exercise of the Public Warrants. The Public Warrants will become exercisable on the later of (a) the completion of a business combination or (b) one year from the closing of the IPO. The Public Warrants will expire five years after the completion of a business combination or earlier upon redemption or liquidation. No Public Warrants will be exercisable for cash unless the Company has an effective and current registration statement covering the shares of common stock issuable upon exercise of the warrants and a current prospectus relating to such shares. Notwithstanding the foregoing, if a registration statement covering the shares of common stock issuable upon exercise of the warrants is not effective within 90 days from the consummation of an initial business combination, warrant 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 warrants on a cashless basis pursuant to the exemption from registration the Securities Act. No Public Warrants will be exercisable and the Company will not be obligated to issue shares of common stock unless at the time a holder seeks to exercise such warrant, a prospectus relating to the shares of common stock issuable upon exercise of the warrants is current and the shares of common stock have been registered or qualified or deemed to be exempt under the securities laws of the state of residence of the holder of the warrants. Under the terms of the warrant agreement, the Company has agreed to use its best efforts to meet these conditions and to maintain a current prospectus relating to the shares of common stock issuable upon exercise of the warrants until the expiration of the warrants. However, the Company cannot guarantee that it will be able to do so and, if the Company does not maintain a current prospectus relating to the shares of common stock issuable upon exercise of the warrants, holders will be unable to exercise their warrants and the Company will not be required to settle any such warrant exercise. If the prospectus relating to the shares of common stock issuable upon the exercise of the warrants is not current or if the shares of common stock are not qualified or exempt from qualification in the jurisdictions in which the holders of the warrants reside, the Company will not be required to net cash settle or cash settle the warrant exercise, the warrants may have no value, the market for the warrants may be limited and the warrants may expire worthless. The Company may call the warrants for redemption, in whole and not in part, at a price of $0.01 per warrant: ● at any time while the warrants are exercisable; ● upon not less than 30 days’ prior written notice of redemption to each warrant holder; ● if, and only if, the reported last sale price of the shares of common stock equals or exceeds $16.50 per share, for any 20 trading days within a 30 trading day period ending on the third business day prior to the notice of redemption to warrant holders; and ● if, and only if, there is a current registration statement in effect with respect to the shares of common stock underlying such warrants at the time of redemption and for the entire 30-day trading period referred to above and continuing each day thereafter until the date of redemption. If the Company calls the warrants for redemption as described above, management will have the option to require all holders that wish to exercise warrants to do so on a “cashless basis.” In such event, each holder would pay the exercise price by surrendering the whole warrants for that number of shares of common stock equal to the quotient obtained by dividing (x) the product of the number of shares of common stock underlying the warrants, multiplied by the difference between the exercise price of the warrants and the fair market value by (y) the fair market value. The fair market value shall mean the volume weighted average trading price of the Company’s common stock for the 20 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants. Whether the Company will exercise its option to require all holders to exercise their warrants on a “cashless basis” will depend on a variety of factors, including the price of the Company’s shares of common stock at the time the warrants are called for redemption, the Company’s cash needs at such time and concerns regarding dilutive share issuances. In addition, if (x) the Company issues additional shares of common stock or equity-linked securities for capital raising purposes in connection with the closing of its initial business combination at an issue price or effective issue price of less than $9.50 per share (with such issue price or effective issue price to be determined in good faith by the board of directors), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of an initial business combination, and (z) the volume weighted average trading price of the Company’s shares of common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates an initial business combination (such price, the “Market Price”) is below $9.50 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the Market Price, and the $16.50 per share redemption trigger price described above will be adjusted (to the nearest cent) to be equal to 165% of the Market Price. The Private Units and their component securities will not be transferable, assignable or salable until 30 days after the completion of an initial business combination, subject to certain limited exceptions. Except as described above, the Private Units are identical to the Units being offered in the IPO. The Private Warrants will be non-redeemable and exercisable on a cashless basis so long as they are held by the Sponsor or its permitted transferees. If the Private Warrants are held by holders other than the Sponsor or its permitted transferees, the Private Warrants will be redeemable by the Company and exercisable by the holders on the same basis as the warrants included in the Units being sold in the IPO. The Company evaluated the Public and Private Warrants as either equity-classified or liability-classified instruments based on an assessment of the warrants’ specific terms and applicable authoritative guidance in FASB ASC 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own common stock, among other conditions for equity classification. Pursuant to such evaluation, the Company further evaluated the Public and Private Warrants under ASC 815-40, Derivatives and Hedging - Contracts in Entity’s Own Equity, and concluded that the Private Warrants do not meet the criteria to be classified in stockholders’ equity. However, the public warrants do meet the criteria to be classified in stockholders’ equity. Certain adjustments to the settlement amount of the Private warrants are based on a variable that is not an input to the fair value of an option as defined under ASC 815 - 40, and thus the warrants are not considered indexed to the Company’s own stock and not eligible for an exception from derivative accounting. The accounting treatment of derivative financial instruments requires that the Company record a derivative liability upon issuance of the warrants at the closing of the IPO. Accordingly, the Company has classified each Private Warrant as a liability at its fair value, with subsequent changes in their respective fair values recognized in the statement of operations and comprehensive income (loss) at each reporting date.

INCOME TAX

INCOME TAX	12 Months Ended
INCOME TAX	Dec. 31, 2022
INCOME TAX
INCOME TAX	NOTE 8. INCOME TAX The Company’s net deferred tax asset (liabilities) are as follows: December 31, December 31, 2022 2021 Deferred tax asset (liabilities) Organizational costs/Startup expenses $ 1,147,038 $ 43,113 Federal Net Operating loss — 13,563 Total deferred tax asset (liabilities) 1,147,038 56,676 Valuation allowance (1,147,038) (56,676) Deferred tax asset (liabilities), net of allowance $ — $ — The income tax provision for the year ended December 31, 2022 and for the period from January 22, 2021 (inception) through December 31, 2021 consists of the following: December 31, December 31, 2022 2021 Federal Current $ 198,311 $ — Deferred (1,090,363) (56,676) State Current — — Deferred — — Change in valuation allowance 1,090,363 56,676 Income tax provision $ 198,311 $ — As of December 31, 2022 and 2021, the Company had $0 and $64,584 of U.S. federal operating loss carryovers available to offset future taxable income, which do not expire. In assessing the realization of the deferred tax assets, management considers whether it is more likely than not that some portion of all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. After consideration of all of the information available, management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance. For the year ended December 31, 2022, the change in the valuation allowance was $1,090,363. For the period from January 22, 2021 (inception) to December 31, 2021, the change in the valuation allowance was $56,676. Reconciliations of the federal income tax rate to the Company’s effective tax rate at December 31, 2022 and 2021 are as follows: December 31, December 31, 2022 2021 Statutory federal income tax rate 21.0 % 21.0 % State taxes, net of federal tax benefit 0.0 % 0.0 % Permanent Book/Tax Differences 3.89 % 3.89 % Change in fair value of warrants 0.0 % 0.0 % Change in valuation allowance (26.7) % (17.11) % Effective income tax rate (4.9) % — % The Company files income tax returns in the U.S. federal jurisdiction in various state and local jurisdictions and is subject to examination by the various taxing authorities.

FAIR VALUE MEASUREMENTS

FAIR VALUE MEASUREMENTS	12 Months Ended
FAIR VALUE MEASUREMENTS	Dec. 31, 2022
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS	NOTE 9. FAIR VALUE MEASUREMENTS The following table presents information about the Company’s assets and liabilities that are measured at fair value at December 31, 2022 and 2021, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: December 31, December 31, Description Level 2022 2021 Assets Marketable Securities held in Trust Account—US Treasuries 1 $ 18,430,006 $ 115,010,229 Liabilities: Warrant liability – Private Placement Warrants 3 $ — $ 175,861 Warrant liability – Private Placement Warrants 2 $ 9,334 $ — Conversion option liability 3 $ 20,104 $ — The Private Placement Warrants were accounted for as liabilities in accordance with ASC Topic 815-40 and are presented within liabilities on the balance sheet. The warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented within change in fair value of warrant liabilities in the statement of operations. The fair value of the Private Placement Warrants was initially measured at fair value using a Monte Carlo simulation model. The fair value of the Private Placement Warrants has subsequently been measured by reference to the trading price of the Public Warrants, which is considered to be a Level 2 fair value measurement. The following table provides quantitative information regarding Level 3 fair value measurements for Private Placement Warrants at December 31, 2021: December 31, 2021 Risk-free interest rate 1.35 % Expected term 5.98 years Expected volatility of underlying stock 13.4 % Dividends 0 % Probability of Business Combination 85 % The Company accounts for conversion options embedded in convertible notes in accordance with ASC 815. ASC 815 generally requires companies to bifurcate conversion options embedded in convertible notes from their host instruments and to account for them as free-standing derivative financial instruments. The conversion option liability of the Convertible Promissory Note was valued using a Monte Carlo model which values each borrowing at borrowing date and is revalued at each subsequent reporting date. The Monte Carlo model’s primary unobservable input utilized in determining the fair value of the conversion option liability is the expected volatility of the common stock. The expected volatility was implied from the Company’s own pricing of the components in the Unit. Other key assumptions used in connection with the Monte Carlo model were holding period, risk free rate, dividend yield, exercise price, and underlying Unit value, which were based on market conditions, management assumptions, and terms of the Convertible Promissory Note (see Note 5). The conversion option was valued using an option pricing framework, which is considered to be a Level 3 fair value measurement and based on the following assumptions: October 21, 2022 December 31, (Initial 2022 Measurement) Synthetic Unit Price $ 10.326 $ 10.270 Exercise price $ 10.00 $ 10.00 Holding period 0.70 0.44 Risk-free rate % 4.75 % 4.35 % Volatility % 4.4 % 4.50 % Dividend yield % 0.0 % 0.0 % The following table presents the change in the fair value of Level 3 warrant liabilities and conversion option liability: Private Conversion Placement Option Warrants Liability Fair value as of October 21, 2021 (initial measurement of private placement warrants) $ 115,185 — Change in fair value 60,676 — Fair value as of December 31, 2021 175,861 — Initial measurement of conversion option liability on October 21, 2022 — 20,266 Change in fair value (79,921) (162) Transfer of private warrants to Level 2 measurement (95,940) — Fair value as of December 31, 2022 $ — 20,104 Transfers to/from Levels 1, 2 and 3 are recognized at the end of the quarterly reporting period in which a change in valuation technique or methodology occurs. The estimated fair value of the Private Placement Warrants that transferred from a Level 3 measurement to a Level 2 fair value measurement during the year ended December 31, 2022 was $95,940.

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	12 Months Ended
SUBSEQUENT EVENTS	Dec. 31, 2022
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS	NOTE 10. SUBSEQUENT EVENTS On January 20, 2023, Blockchain Moon Acquisition Corp. (“Blockchain Moon” or the “Company”) elected to exercise a one one one $159,3210 one On March 12, 2023, the Company terminated the Business Combination Agreement, as described in Note 6.

SUMMARY OF SIGNIFICANT ACCOUN_2

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	12 Months Ended
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	Dec. 31, 2022
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation	Basis of Presentation The accompanying financial statements are presented in U.S. dollars and have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the accounting and disclosure rules and regulations of the Securities and Exchange Commission (the “SEC”).
Emerging Growth Company	Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.
Use of Estimates	Use of Estimates The preparation of financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and 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, the actual results could differ significantly from those estimates.
Cash and Cash Equivalents	Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents.
Investment Held in Trust Account	Investment Held in Trust Account At December 31, 2022, the Company’s investments held in the Trust Account is comprised of $0 in cash and $18,430,006 in money market funds which are invested primarily in U.S. Treasury Securities. At December 31, 2021, the Company’s investments held in the Trust Account is comprised of $907 in cash and $115,009,322 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, investments in money market funds that invest in U.S. government securities, cash, or a combination thereof. Gains and losses resulting from the change in fair value of these securities is included in gain on investment held in Trust Account. The estimated fair values of the investments held in the Trust Account are determined using available market information (see Note 7).
Offering Costs	Offering Costs The Company complies with the requirements of the ASC 340-10-S99-1. Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the IPO that were directly related to the IPO. The Company incurred offering costs amounting to $7,003,337 as a result of the IPO and over-allotment consisting of $2,300,000 of underwriting commissions, $4,025,000 of deferred underwriting commissions, and $678,337 of other offering costs. Offering costs in the amount of $679 were allocated to the Private Warrants and recorded in operations, $180,585 of the offering costs were allocated to the Public Warrants and charged against additional paid-in capital and $6,822,073 of the offering costs were allocated to common stock reducing the initial carrying amount of such shares.
Fair Value of Financial Instruments	Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities which qualify as financial instruments other than warrant liability approximates the carrying amounts represented in the balance sheet, primarily due to its short-term nature. Fair value measurements are classified on a three-tier hierarchy as follows: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In many cases, a valuation technique used to measure fair value includes inputs from multiple levels of the fair value hierarchy described above. The lowest level of significant input determines the placement of the entire fair value measurement in the hierarchy.
Common Stock Subject to Possible Redemption	Common Stock Subject to Possible Redemption All of the 11,500,000 shares of common stock sold as part of the Units in the IPO contain a redemption feature which allows for the redemption of such public Shares in connection with the Company’s liquidation, if there is a stockholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s amended and restated certificate of incorporation. In accordance with SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, redemption provisions not solely within the control of the Company require common stock subject to redemption to be classified outside of permanent equity. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Such changes are reflected in additional paid-in-capital, or in the absence of additional paid-in capital, in accumulated deficit. On December 31, 2021, the Company accreted $9,797,936, of which $6,994,633 was recorded against additional paid in capital and the remaining $2,803,303 was recorded against accumulated deficit. For the year ended December 31, 2022, the Company accreted $1,272,059, which was recorded against accumulated deficit. As of December 31, 2022 and 2021, the common stock reflected in the balance sheets are reconciled in the following table: Gross proceeds $ 115,000,000 Less: Proceeds allocated to Public Warrants (2,965,634) Less: Common stock issuance costs (6,822,073) Add: Remeasurement of common stock to redemption value 9,797,936 Common stock subject to possible redemption, as of December 31, 2021 115,010,229 Add: Remeasurement of common stock to redemption value 1,272,059 Redemption (97,852,282) Common stock subject to possible redemption, as of December 31, 2022 $ 18,430,006
Warrant Liabilities	Warrant Liabilities The Company accounts for Private Placement Warrants for shares of the Company’s common stock that are not indexed to its own shares as liabilities at fair value on the balance sheet. The warrants will be re-evaluated for the proper accounting treatment at each reporting period and are subject to remeasurement at each balance sheet date and any change in fair value is recognized as a component of other income (expense), net on the statement of operations. The Company will continue to adjust the liability for changes in fair value until the earlier of the exercise or expiration of the Private Placement Warrants. At that time, the portion of the liability related to the Private Placement Warrants will be reclassified to additional paid-in capital.
Income Taxes	Income Taxes The Company accounts for income taxes under ASC 740 Income Taxes (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statement and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2022. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company has not yet filed its 2021 tax return. There is no material interest or penalty due as there is no tax due with the 2021 return. The Company has identified the United States as its only “major” tax jurisdiction. The Company may be subject to potential examination by federal and state 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 and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.
Net Loss per Common Share	Net Loss per Common Share The Company has two classes of shares, which are referred to as the redeemable common stock and the non-redeemable common stock. Earnings and losses are shared pro rata between the two classes of shares. Net loss per common stock is calculated by dividing the net loss by the weighted average common stock outstanding for the respective period. Net loss for the period from inception to IPO was allocated fully to non-redeemable common stock. Diluted net loss per share attributable to common stockholders adjusts the basic net loss per share attributable to common stockholders and the weighted-average common stock outstanding for the potentially dilutive impact of outstanding warrants. However, because the warrants are anti-dilutive, diluted loss per common stock is the same as basic loss per common stock for the period presented. In addition, the Company has not considered the effect of the unit purchase option sold to the underwriter and/or its designees, in the calculation of diluted loss per share, since the exercise of the unit purchase option is contingent upon the occurrence of future events. With respect to the accretion of common stock subject to possible redemption and consistent with ASC Topic 480-10-S99-3A, the Company treated accretion in the same manner as a dividend, paid to the stockholder in the calculation of the net loss per common stock. The following table reflects the calculation of basic and diluted net loss per common stock (in dollars, except per share amounts): For the period from January 22, For the Year 2021 (Inception) Ended through December 31, December 31, 2022 2021 Net loss $ (4,287,805) $ (329,480) Accretion of temporary equity to redemption value (1,272,059) (9,797,936) Net loss including accretion of temporary equity to redemption value $ (5,559,864) $ (10,127,416) For the Year Ended For the period from January 22, 2021 December 31, 2022 (Inception) through December 31, 2021 Redeemable Non Redeemable Redeemable Non Redeemable Basic and diluted net loss per share: Numerator: Allocation of net loss including accretion of temporary equity $ (4,128,041) $ (1,431,823) $ (7,863,622) $ (2,263,794) Deemed dividend for accretion of temporary equity to redemption value 1,272,059 — 9,797,936 — Allocation of net (loss) income $ (2,855,982) $ (1,431,823) $ 1,934,314 $ (2,263,794) Denominator: Weighted-average shares outstanding 9,528,537 3,305,000 2,385,174 2,575,392 Basic and diluted net (loss) income per common stock $ (0.30) $ (0.43) $ 0.81 $ (0.88) In connection with the underwriters’ full exercise of their over-allotment option on October 26, 2021, 375,000 Founder Shares were no longer subject to forfeiture. These shares were excluded from the calculation of weighted average shares outstanding until they were no longer subject to forfeiture.
Concentration of Credit Risk	Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the federal depository insurance coverage of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts.
Recent Accounting Standards	Recent Accounting Standards In August 2020, the FASB issued Accounting Standards Update (“ASU”) 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective January 1, 2024 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company has determined not to early adopt. The Company is currently assessing the impact, if any, that ASU 2020-06 would have on its financial position, results of operations or cash flows. Management does not believe that any other recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.

SUMMARY OF SIGNIFICANT ACCOUN_3

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)	12 Months Ended
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)	Dec. 31, 2022
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Schedule of common stock reflected in the balance sheets reconciled	As of December 31, 2022 and 2021, the common stock reflected in the balance sheets are reconciled in the following table: Gross proceeds $ 115,000,000 Less: Proceeds allocated to Public Warrants (2,965,634) Less: Common stock issuance costs (6,822,073) Add: Remeasurement of common stock to redemption value 9,797,936 Common stock subject to possible redemption, as of December 31, 2021 115,010,229 Add: Remeasurement of common stock to redemption value 1,272,059 Redemption (97,852,282) Common stock subject to possible redemption, as of December 31, 2022 $ 18,430,006
Schedule of basic and diluted net loss per common stock	For the period from January 22, For the Year 2021 (Inception) Ended through December 31, December 31, 2022 2021 Net loss $ (4,287,805) $ (329,480) Accretion of temporary equity to redemption value (1,272,059) (9,797,936) Net loss including accretion of temporary equity to redemption value $ (5,559,864) $ (10,127,416) For the Year Ended For the period from January 22, 2021 December 31, 2022 (Inception) through December 31, 2021 Redeemable Non Redeemable Redeemable Non Redeemable Basic and diluted net loss per share: Numerator: Allocation of net loss including accretion of temporary equity $ (4,128,041) $ (1,431,823) $ (7,863,622) $ (2,263,794) Deemed dividend for accretion of temporary equity to redemption value 1,272,059 — 9,797,936 — Allocation of net (loss) income $ (2,855,982) $ (1,431,823) $ 1,934,314 $ (2,263,794) Denominator: Weighted-average shares outstanding 9,528,537 3,305,000 2,385,174 2,575,392 Basic and diluted net (loss) income per common stock $ (0.30) $ (0.43) $ 0.81 $ (0.88)

Income Tax (Tables)

Income Tax (Tables)	12 Months Ended
Income Tax (Tables)	Dec. 31, 2022
INCOME TAX
Schedule of company's net deferred tax asset (liabilities)	December 31, December 31, 2022 2021 Deferred tax asset (liabilities) Organizational costs/Startup expenses $ 1,147,038 $ 43,113 Federal Net Operating loss — 13,563 Total deferred tax asset (liabilities) 1,147,038 56,676 Valuation allowance (1,147,038) (56,676) Deferred tax asset (liabilities), net of allowance $ — $ —
Schedule of income tax provision	The income tax provision for the year ended December 31, 2022 and for the period from January 22, 2021 (inception) through December 31, 2021 consists of the following: December 31, December 31, 2022 2021 Federal Current $ 198,311 $ — Deferred (1,090,363) (56,676) State Current — — Deferred — — Change in valuation allowance 1,090,363 56,676 Income tax provision $ 198,311 $ —
Schedule of reconciliations of the federal income tax rate to the company's effective tax rate	December 31, December 31, 2022 2021 Statutory federal income tax rate 21.0 % 21.0 % State taxes, net of federal tax benefit 0.0 % 0.0 % Permanent Book/Tax Differences 3.89 % 3.89 % Change in fair value of warrants 0.0 % 0.0 % Change in valuation allowance (26.7) % (17.11) % Effective income tax rate (4.9) % — %

FAIR VALUE MEASUREMENTS (Tables

FAIR VALUE MEASUREMENTS (Tables)	12 Months Ended
FAIR VALUE MEASUREMENTS (Tables)	Dec. 31, 2022
FAIR VALUE MEASUREMENTS
Schedule of company's assets and liabilities that are measured at fair value	December 31, December 31, Description Level 2022 2021 Assets Marketable Securities held in Trust Account—US Treasuries 1 $ 18,430,006 $ 115,010,229 Liabilities: Warrant liability – Private Placement Warrants 3 $ — $ 175,861 Warrant liability – Private Placement Warrants 2 $ 9,334 $ — Conversion option liability 3 $ 20,104 $ —
Schedule of conversion option valued using option pricing framework, considered to be Level 3 fair value measurement	December 31, 2021 Risk-free interest rate 1.35 % Expected term 5.98 years Expected volatility of underlying stock 13.4 % Dividends 0 % Probability of Business Combination 85 % October 21, 2022 December 31, (Initial 2022 Measurement) Synthetic Unit Price $ 10.326 $ 10.270 Exercise price $ 10.00 $ 10.00 Holding period 0.70 0.44 Risk-free rate % 4.75 % 4.35 % Volatility % 4.4 % 4.50 % Dividend yield % 0.0 % 0.0 %
Schedule of change in the fair value of the warrant liabilities	Private Conversion Placement Option Warrants Liability Fair value as of October 21, 2021 (initial measurement of private placement warrants) $ 115,185 — Change in fair value 60,676 — Fair value as of December 31, 2021 175,861 — Initial measurement of conversion option liability on October 21, 2022 — 20,266 Change in fair value (79,921) (162) Transfer of private warrants to Level 2 measurement (95,940) — Fair value as of December 31, 2022 $ — 20,104

DESCRIPTION OF ORGANIZATION A_2

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (Details)

11 Months Ended

12 Months Ended

Jan. 20, 2023 USD ($)

Jan. 20, 2023 USD ($) item

Oct. 21, 2022 USD ($) $ / shares shares

Oct. 19, 2022 item

Oct. 26, 2021 USD ($) $ / shares shares

Oct. 21, 2021 USD ($) $ / shares shares

Feb. 03, 2021 USD ($) $ / shares

Jan. 22, 2021 USD ($) item

Dec. 31, 2021 USD ($)

Dec. 31, 2022 USD ($) item $ / shares shares

Dec. 31, 2021 USD ($)

May 01, 2021 USD ($)

Mar. 31, 2021 USD ($)

Jan. 31, 2021 USD ($)

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

Condition for future business combination with more businesses | item

Purchase price, per unit | $ / shares

$ 0.009

Number of shares in a unit | shares

Number of shares per warrant or rights | shares

0.1

Rights entitled to receive common stock by holder per share (in percentage)

0.10%

Warrants entitled to receive common stock by holder per share (in percentage)

0.50%

Exercise price of warrants | $ / shares

$ 11.50

Gross proceeds

$ (100)

Maturity period of US government securities

185 days

Percentage of obligation to redeem shares

100%

Threshold period for redeem public shares

15 months

12 months

Threshold minimum aggregate fair market value as a percentage of the net assets held in the Trust Account

80%

Threshold percentage of outstanding voting securities of the target to be acquired by post-transaction company to complete business combination

50%

Redemption of shares calculated based on business days prior to consummation of business combination (in days)

2 days

Threshold period to consummate the initial business combination, if time extend to complete business combination

24 months

18 months

Threshold business days for redemption of public shares

10 days

Maximum net interest to pay dissolution expenses

$ 100,000

Cash

189,771

Working capital deficit

$ 4,657,982

Aggregate purchase price

$ 25,000

25,000

Number of times termination date can be extended | item

Additional term per time

1 month

3 months

Advance notice period for extension of termination date

5 days

Maximum extension term after Original Termination Date

9 months

Common stock redemptions left in trust value

$ 0

(3,132,452)

$ (8,692,316)

$ (3,132,452)

Price of warrant | $ / shares

$ 10

Public shares

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

Common stock exercised their right to redeem shares | shares

9,724,108

Common stock subject to possible redemption, redemption value per share | $ / shares

$ 10.06

Common stock exercised their aggregate redemption value

$ 97,852,282

Common stock redemptions left in trust value

$ 17,870,500

Common stock, shares outstanding | shares

1,775,892

Unsecured promissory note

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

Maximum borrowing capacity of related party promissory note

$ 250,000

Debt instrument, face amount

$ 360,000

Related Party Loans [Member]

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

Borrowings of working capital loan

$ 0

Subsequent Event

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

Amount deposited into trust account

$ 159,321

Number of times termination date can be extended

Additional term per time

1 month

Remaining balance in trust account

$ 80,679

Subsequent Event | Unsecured promissory note

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

Maximum borrowing capacity of related party promissory note

600,000

Debt instrument, face amount

120,000

Warrant [Member]

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

Number of warrants per unit | shares

Number of warrants or rights per unit | shares

Number of shares per warrant or rights | shares

Public Warrants

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

Number of shares per warrant or rights | shares

0.1

Exercise price of warrants | $ / shares

$ 11.50

Private placement warrants

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

Number of units issued | shares

400,000

Purchase price, per unit | $ / shares

$ 10

Gross proceeds

$ 4,000,000

Working capital loans warrant

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

Loan conversion agreement warrant

1,500,000

Working capital loans warrant | Related Party Loans [Member]

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

Loan conversion agreement warrant

$ 1,500,000

Price of warrant | $ / shares

$ 10

Rights

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

Number of warrants or rights per unit | shares

Rights | Unsecured promissory note

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

Number of warrants or rights per unit | shares

Number of shares per warrant or rights | shares

0.10

IPO

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

Number of units issued | shares

10,000,000

11,500,000

Purchase price, per unit | $ / shares

$ 10

Sale of units

$ 100,000,000

Number of shares in a unit | shares

Rights entitled to receive common stock by holder per share (in percentage)

Underwriter option period

45 days

Transaction costs

$ 7,003,337

Underwriting commission

2,300,000

Deferred underwriting commission

4,025,000

Other offering costs

$ 678,337

Offering costs allocated to additional paid in capital

6,822,073

Amount deposited into trust account

$ 14,700,000

$ 1,400,000

IPO | Public Warrants

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

Number of warrants per unit | shares

Other offering costs

$ 180,585

IPO | Private placement warrants

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

Other offering costs

$ 679

Private placement

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

Number of shares in a unit | shares

Over-allotment option

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

Number of units issued | shares

1,500,000

Sale of units

$ 15,000,000

Underwriter option period

45 days

Gross proceeds

115,000,000

Deferred underwriting commission

$ 4,025,000

Other offering costs

678,337

Offering costs allocated to additional paid in capital

$ 6,822,073

Gross proceed

$ 15,000,000

Over-allotment option | Private placement warrants

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

Number of units issued | shares

30,000

Amount deposited into trust account

$ 300,000

Sponsor

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

Aggregate purchase price

25,000

Maximum borrowing capacity of related party promissory note

$ 250,000

Sponsor | Subsequent Event

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

Amount deposited into trust account

$ 159,321

Sponsor | Private placement

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

Number of units issued | shares

400,000

Purchase price, per unit | $ / shares

$ 10

Sale of units

$ 4,000,000

Sponsor | Over-allotment option

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

Number of units issued | shares

30,000

Purchase price, per unit | $ / shares

$ 10

SUMMARY OF SIGNIFICANT ACCOUN_4

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($)			1 Months Ended	12 Months Ended
	Oct. 26, 2021	Oct. 21, 2021	Dec. 31, 2021	Dec. 31, 2022	Dec. 31, 2021	Feb. 03, 2021
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Cash				$ 189,771
Offering costs		$ 7,003,337
Underwriting commissions			$ 115,010,229		$ 115,010,229
Accretion of additional paid in capital and accumulated deficit			9,797,936	1,272,059
Unrecognized tax benefits				0
Unrecognized tax benefits accrued for interest and penalties				0
Shares subject to forfeiture						375,000
Federal depository insurance coverage				$ 250,000
Additional Paid-in Capital
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Accretion of additional paid in capital and accumulated deficit			6,994,633
Retained Earnings
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Accretion of additional paid in capital and accumulated deficit			2,803,303
IPO
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Deferred underwriting commission		4,025,000
Other offering costs		$ 678,337
Offering costs allocated to additional paid in capital					6,822,073
Number of units issued		10,000,000		11,500,000
IPO \| Public Warrants
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Other offering costs		$ 180,585	$ 180,585		$ 180,585
IPO \| Private Warrants
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Other offering costs		679
Over-allotment option
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Underwriting commissions		2,300,000
Deferred underwriting commission		4,025,000
Other offering costs		678,337
Offering costs allocated to additional paid in capital		$ 6,822,073
Number of units issued	1,500,000	1,500,000
Shares subject to forfeiture	0
Over-allotment option \| Founder Shares
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Shares subject to forfeiture	375,000

SUMMARY OF SIGNIFICANT ACCOUN_5

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Investments Held in Trust Account (Details) - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Maturity period of US government securities	185 days
U.S. Government Securities
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Investments held in trust account	$ 18,430,006	$ 115,009,322
Cash
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Investments held in trust account	$ 0	$ 907

SUMMARY OF SIGNIFICANT ACCOUN_6

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Common stock Subject to Possible Redemption (Details) - USD ($)	11 Months Ended		12 Months Ended
	Dec. 31, 2021	Dec. 31, 2021	Dec. 31, 2022	Dec. 31, 2021
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Gross proceeds				$ 115,000,000
Less: Proceeds allocated to Public Warrants				(2,965,634)
Less: Common stock issuance costs	$ (6,822,073)	$ (6,822,073)		(6,822,073)
Add: Remeasurement of common stock to redemption value	$ 9,797,936	$ 9,797,936	$ 1,272,059	$ 9,797,936
Redemption			(97,852,282)
Common stock subject to possible redemption			$ 18,430,006

SUMMARY OF SIGNIFICANT ACCOUN_7

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Net income (loss) per common stock (Details) - USD ($)	11 Months Ended		12 Months Ended
	Dec. 31, 2021	Dec. 31, 2021	Dec. 31, 2022	Dec. 31, 2021
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Net loss	$ (329,480)	$ (329,480)	$ (4,287,805)
Accretion of temporary equity to redemption value	$ (9,797,936)	(9,797,936)	(1,272,059)	$ (9,797,936)
Net loss including accretion of temporary equity to redemption value		$ (10,127,416)	$ (5,559,864)

SUMMARY OF SIGNIFICANT ACCOUN_8

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Net Loss Per Share - Basic and diluted net income (loss) per common stock (Details) - USD ($)	11 Months Ended		12 Months Ended
	Dec. 31, 2021	Dec. 31, 2021	Dec. 31, 2022
Numerator:
Allocation of net loss including accretion of temporary equity		$ (10,127,416)	$ (5,559,864)
Allocation of net (loss) income	$ (329,480)	$ (329,480)	$ (4,287,805)
Denominator:
Weighted average shares outstanding, basic		2,575,392	3,305,000
Weighted average shares outstanding, diluted		2,575,392	3,305,000
Basic net (loss) income per share common stock		$ (0.88)	$ (0.43)
Diluted net (loss) income per share common stock		$ (0.88)	$ (0.43)
Redeemable
Numerator:
Allocation of net loss including accretion of temporary equity		$ (7,863,622)	$ (4,128,041)
Deemed dividend for accretion of temporary equity to redemption value		(9,797,936)	(1,272,059)
Allocation of net (loss) income		$ 1,934,314	$ (2,855,982)
Denominator:
Weighted average shares outstanding, basic		2,385,174	9,528,537
Weighted average shares outstanding, diluted		2,385,174	9,528,537
Basic net (loss) income per share common stock		$ 0.81	$ (0.30)
Diluted net (loss) income per share common stock		$ 0.81	$ (0.30)
Non Redeemable
Numerator:
Allocation of net loss including accretion of temporary equity		$ (2,263,794)	$ (1,431,823)
Allocation of net (loss) income		$ (2,263,794)	$ (1,431,823)
Denominator:
Weighted average shares outstanding, basic		2,575,392	3,305,000
Weighted average shares outstanding, diluted		2,575,392	3,305,000
Basic net (loss) income per share common stock		$ (0.88)	$ (0.43)
Diluted net (loss) income per share common stock		$ (0.88)	$ (0.43)

INITIAL PUBLIC OFFERING (Detail

INITIAL PUBLIC OFFERING (Details)			11 Months Ended	12 Months Ended
INITIAL PUBLIC OFFERING (Details)	Oct. 26, 2021 USD ($) shares	Oct. 21, 2021 USD ($) Right $ / shares shares	Dec. 31, 2021 USD ($)	Dec. 31, 2022 USD ($) shares	Feb. 03, 2021 $ / shares
INITIAL PUBLIC OFFERING
Purchase price, per unit \| $ / shares					$ 0.009
Number of shares in a unit		1
Rights entitled to receive common stock by holder per share (in percentage)				0.10%
Number of shares per warrant or rights		0.1
Exercise price of warrants \| $ / shares		$ 11.50
Investments held in trust account \| $			$ 115,000,000	$ 360,000
Public Warrants
INITIAL PUBLIC OFFERING
Number of shares per warrant or rights		0.1
Exercise price of warrants \| $ / shares		$ 11.50
IPO
INITIAL PUBLIC OFFERING
Number of units issued		10,000,000		11,500,000
Purchase price, per unit \| $ / shares		$ 10
Sale of units \| $		$ 100,000,000
Number of shares in a unit		1
Number of rights per unit \| Right		1
Rights entitled to receive common stock by holder per share (in percentage)		1%
Investments held in trust account \| $		$ 98,000,000
Underwriter option period				45 days
Amount deposited into trust account \| $	$ 14,700,000			$ 1,400,000
IPO \| Public Warrants
INITIAL PUBLIC OFFERING
Number of warrants per unit		1
Over-allotment option
INITIAL PUBLIC OFFERING
Number of units issued	1,500,000	1,500,000
Sale of units \| $	$ 15,000,000
Underwriter option period		45 days
Gross proceed \| $	$ 15,000,000

PRIVATE PLACEMENT (Details)

PRIVATE PLACEMENT (Details) - USD ($)			12 Months Ended
PRIVATE PLACEMENT (Details) - USD ($)	Oct. 26, 2021	Oct. 21, 2021	Dec. 31, 2022	Dec. 31, 2021	Feb. 03, 2021
PRIVATE PLACEMENT
Purchase price, per unit					$ 0.009
Cash deposited into trust account			$ 189,771	$ 831,693
Period for not transfer, assigning, or sale of business combination			30 days
Private placement warrants
PRIVATE PLACEMENT
Number of units issued		400,000
Purchase price, per unit		$ 10
Gross proceeds		$ 4,000,000
Cash deposited into trust account		$ 2,000,000
Over-allotment option
PRIVATE PLACEMENT
Number of units issued	1,500,000	1,500,000
Gross proceeds	$ 300,000
Over-allotment option \| Private placement warrants
PRIVATE PLACEMENT
Number of units issued	30,000
Amount deposited into trust account	$ 300,000

RELATED PARTY TRANSACTIONS - Fo

RELATED PARTY TRANSACTIONS - Founder Shares (Details)		11 Months Ended	12 Months Ended
RELATED PARTY TRANSACTIONS - Founder Shares (Details)	Feb. 03, 2021 USD ($) $ / shares shares	Dec. 31, 2021 USD ($) $ / shares	Dec. 31, 2022 USD ($) D $ / shares
RELATED PARTY TRANSACTIONS
Aggregate purchase price \| $	$ 25,000	$ 25,000
Purchase price, per unit	$ 0.009
Common stock, par value, (per share)		$ 0.0001	$ 0.0001
Shares subject to forfeiture \| shares	375,000
Sponsor
RELATED PARTY TRANSACTIONS
Aggregate purchase price \| $			$ 25,000
Founder Shares
RELATED PARTY TRANSACTIONS
Percentage of not to transfer assign or sell of founder shares			50%
Founder Shares \| Sponsor
RELATED PARTY TRANSACTIONS
Aggregate purchase price \| $	$ 25,000
Purchase price, per unit	$ 0.009
Aggregate number of shares owned \| shares	2,875,000
Common stock, par value, (per share)	$ 0.0001
Shares subject to forfeiture \| shares	375,000
Percentage of not to transfer assign or sell of founder shares			50%
Stock price trigger to transfer, assign or sell any shares or warrants of the company, after the completion of the initial business combination (in dollars per share)			$ 12.50
Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination \| D			20
Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination \| D			30

RELATED PARTY TRANSACTIONS - Ad

RELATED PARTY TRANSACTIONS - Additional Information (Details)					11 Months Ended	12 Months Ended
	Oct. 21, 2022 USD ($) shares	Oct. 19, 2022 item shares	Oct. 21, 2021 shares	Jan. 22, 2021 item	Dec. 31, 2021 USD ($)	Dec. 31, 2022 USD ($) item $ / shares	May 01, 2021 USD ($)	Mar. 31, 2021 USD ($)	Jan. 31, 2021 USD ($)
RELATED PARTY TRANSACTIONS
Due to related party						$ 82,223
Repayment of promissory note - related party					$ 75,000
Price of warrant \| $ / shares						$ 10
Period to complete business combination						12 months
Number of times termination date can be extended \| item		6				2
Additional term per time		1 month				3 months
Threshold period to consummate the initial business combination, if time extend to complete business combination		24 months				18 months
Advance notice period for extension of termination date		5 days				5 days
Share Price \| $ / shares						$ 9.50
Number of shares in a unit \| shares			1
Number of shares per warrant or rights \| shares			0.1
Interest expense related to amortization of the debt discount						$ 5,271
Remaining balance of debt discount						14,995
Due from Related Party					37,778
Condition for future business combination with more businesses \| item				1
Private placement
RELATED PARTY TRANSACTIONS
Number of shares in a unit \| shares	1
Working capital loans warrant
RELATED PARTY TRANSACTIONS
Loan conversion agreement warrant						1,500,000
Administrative service fee
RELATED PARTY TRANSACTIONS
Office and administrative services paid for every month						10,000
Accrued administrative service fees					24,666	120,000
Unsecured promissory note
RELATED PARTY TRANSACTIONS
Maximum borrowing capacity of related party promissory note							$ 250,000
Debt instrument, face amount	$ 360,000
Amount drawn down under the promissory note						75,000
Related party loans
RELATED PARTY TRANSACTIONS
Outstanding balance of related party note					$ 0	0		$ 0	$ 0
Related party loans \| Working capital loans warrant
RELATED PARTY TRANSACTIONS
Loan conversion agreement warrant						$ 1,500,000
Price of warrant \| $ / shares						$ 10
Extension loans
RELATED PARTY TRANSACTIONS
Amount deposit into Trust Account						$ 1,150,000
Share Price \| $ / shares						$ 0.10
Aggregate amount deposited in trust account						$ 2,300,000
Number of warrants or rights per unit \| shares		1
Number of shares per warrant or rights \| shares		1
Extension loans \| Private placement
RELATED PARTY TRANSACTIONS
Number of shares in a unit \| shares		1
Extension loans \| Rights
RELATED PARTY TRANSACTIONS
Number of warrants or rights per unit \| shares		1

COMMITMENTS (Details)

COMMITMENTS (Details)			11 Months Ended	12 Months Ended
COMMITMENTS (Details)	Oct. 26, 2021 USD ($) shares	Oct. 21, 2021 USD ($) item $ / shares shares	Dec. 31, 2021 USD ($) $ / shares	Dec. 31, 2022 USD ($) item $ / shares shares
COMMITMENTS
Price of warrant \| $ / shares				$ 10
Gross proceeds			$ (100)
Share Price \| $ / shares				9.50
Common Stock, Par or Stated Value Per Share \| $ / shares			$ 0.0001	$ 0.0001
Number of shares per warrant or rights \| shares		0.1
Registration rights
COMMITMENTS
Maximum number of demands for registration of securities \| item				3
Underwriters agreement
COMMITMENTS
Underwriter option period				45 days
Number of units issued \| shares				1,500,000
Cash underwriting discount gross proceeds percentage				2%
Gross proceeds of cash underwriting discount				$ 2,000,000
Aggregate cash underwriting fee payable	$ 2,300,000
Deferred underwriting discount gross proceeds, percentage		3.50%
Aggregate deferred underwriting fee payable		$ 4,025,000
Unit purchase option
COMMITMENTS
Number of units issued \| shares		550,000
Proceeds from issue of unit options		$ 100
Share Price \| $ / shares		$ 11.50
Option expiry term		5 years
Estimation of fair value of unit purchase option		$ 682,000
Estimation of fair value per share under unit purchase option \| $ / shares		$ 1.24
Maximum units issued \| shares		550,000
Number of warrants issued \| shares		550,000
Warrants issued to purchase common stock \| shares		275,000
Rights issued to purchase common stock \| shares		55,000
Lock in period		180 days
Number of demands granted by option \| item		1
Over-allotment option
COMMITMENTS
Underwriter option period		45 days
Number of units issued \| shares	1,500,000	1,500,000
Gross proceeds	$ 115,000,000
Deferred underwriting fee payables		$ 4,025,000
Over-allotment option \| Sponsor
COMMITMENTS
Number of units issued \| shares	30,000
Over-allotment option \| Underwriters agreement
COMMITMENTS
Price of warrant \| $ / shares				$ 10
Gross proceeds	$ 15,000,000
Underwriting fees	300,000
Deferred underwriting fee payables	$ 525,000
Gross proceeds of cash underwriting discount		$ 2,300,000
Volatility \| Unit purchase option
COMMITMENTS
Fair value of units measurement input		14
Risk-free interest rate \| Unit purchase option
COMMITMENTS
Fair value of units measurement input		1.23
Share price \| Unit purchase option
COMMITMENTS
Estimation of fair value per share under unit purchase option \| $ / shares		$ 9.17

STOCKHOLDERS' DEFICIT - Preferr

STOCKHOLDERS' DEFICIT - Preferred Stock Shares (Details) - $ / shares	Dec. 31, 2022	Dec. 31, 2021
STOCKHOLDERS' DEFICIT
Preferred shares, shares authorized (in shares)	1,000,000	1,000,000
Preferred stock, par value, (in dollars per share)	$ 0.0001	$ 0.0001
Preferred shares, shares issued (in shares)	0	0
Preferred shares, shares outstanding (in shares)	0	0

STOCKHOLDERS' DEFICIT - Common

STOCKHOLDERS' DEFICIT - Common Stock Shares (Details)				11 Months Ended	12 Months Ended
STOCKHOLDERS' DEFICIT - Common Stock Shares (Details)	Oct. 26, 2021 $ / shares shares	Oct. 21, 2021 $ / shares shares	Feb. 03, 2021 USD ($) $ / shares shares	Dec. 31, 2021 USD ($) $ / shares shares	Dec. 31, 2022 USD ($) Vote $ / shares shares
SHAREHOLDERS' DEFICIT
Common shares, shares authorized (in shares)				100,000,000	100,000,000
Common shares, par value (in dollars per share) \| $ / shares				$ 0.0001	$ 0.0001
Common shares, shares issued (in shares)			2,875,000
Common stock to its initial stockholder \| $			$ 25,000	$ 25,000
Issue price per share \| $ / shares			$ 0.009
Shares subject to forfeiture			375,000
Common shares, votes per share \| Vote					1
Over-allotment option
SHAREHOLDERS' DEFICIT
Shares subject to forfeiture	0
Sale of Units, net of underwriting discounts (in shares)	1,500,000	1,500,000
Sponsor
SHAREHOLDERS' DEFICIT
Common stock to its initial stockholder \| $					$ 25,000
Sponsor \| Private placement
SHAREHOLDERS' DEFICIT
Issue price per share \| $ / shares		$ 10
Sale of Units, net of underwriting discounts (in shares)		400,000
Sponsor \| Over-allotment option
SHAREHOLDERS' DEFICIT
Issue price per share \| $ / shares	$ 10
Sale of Units, net of underwriting discounts (in shares)	30,000
Common stock not subject to possible redemption
SHAREHOLDERS' DEFICIT
Common shares, shares issued (in shares)				3,305,000	3,305,000
Common shares, shares outstanding (in shares)				3,305,000	3,305,000

STOCKHOLDERS' DEFICIT - Rights

STOCKHOLDERS' DEFICIT - Rights (Details)	12 Months Ended
STOCKHOLDERS' DEFICIT - Rights (Details)	Dec. 31, 2022
STOCKHOLDERS' DEFICIT
Rights entitled to receive common stock by holder per share (in percentage)	0.10%

STOCKHOLDERS' DEFICIT - Public

STOCKHOLDERS' DEFICIT - Public and Private Warrants (Details)	12 Months Ended
	Dec. 31, 2022 D $ / shares
STOCKHOLDERS' DEFICIT
Public Warrants exercisable term from the closing of the initial public offering	1 year
Public Warrants expiration term	5 years
Maximum threshold period for registration statement to become not effective after business combination	90 days
Redemption price per public warrant (in dollars per share)	$ 0.01
Threshold number of business days before sending notice of redemption to warrant holders \| D	30
Warrant redemption condition minimum share price	$ 16.50
Threshold trading days for redemption of public warrants	20 days
Threshold consecutive trading days for redemption of public warrants \| D	30
Threshold period for Filing registration statement after business combination	30 days
Threshold trading days determining volume weighted average price	20 days
Share Price	$ 9.50
Percentage of gross proceeds on total equity proceeds	60%
Adjustment of exercise price of warrants based on market price (as a percent)	115%
Stock price trigger for redemption of public warrants (in dollars per share)	$ 16.50
Threshold period for not to transfer, assign or sell any of their shares or warrants after the completion of the initial business combination	30 days
Adjustment of redemption trigger price of warrants based on market price (as a percent)	165%

INCOME TAX - Deferred tax asset

INCOME TAX - Deferred tax assets (Details) - USD ($)	Dec. 31, 2022	Dec. 31, 2021
INCOME TAX
Operating loss carryover	$ 0	$ 64,584
Deferred tax asset (liabilities)
Organizational costs/Startup expenses	1,147,038	43,113
Federal Net Operating loss		13,563
Total deferred tax asset (liabilities)	1,147,038	56,676
Valuation allowance	$ (1,147,038)	$ (56,676)

INCOME TAX - Income tax provisi

INCOME TAX - Income tax provision (Details) - USD ($)	11 Months Ended	12 Months Ended
INCOME TAX - Income tax provision (Details) - USD ($)	Dec. 31, 2021	Dec. 31, 2022
Federal
Current		$ 198,311
Deferred	$ (56,676)	(1,090,363)
Change in valuation allowance	$ 56,676	1,090,363
Income tax provision		$ 198,311

INCOME TAX - Reconciliations of

INCOME TAX - Reconciliations of the federal income tax rate (Details)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
INCOME TAX
Statutory federal income tax rate	21%	21%
State taxes, net of federal tax benefit	0%	0%
Permanent Book/Tax Differences	3.89%	3.89%
Change in fair value of warrants	0%	0%
Change in valuation allowance	(26.70%)	(17.11%)
Income tax provision	(4.90%)

FAIR VALUE MEASUREMENTS (Detail

FAIR VALUE MEASUREMENTS (Details) - USD ($)	Dec. 31, 2022	Dec. 31, 2021
Liabilities:
Conversion option liability	$ 20,104
Level 1 \| U.S. Treasury Securities
Assets:
Marketable Securities held in Trust Account-US Treasuries	18,430,006	$ 115,010,229
Level 2 \| Private placement warrants
Liabilities:
Warrant liability - Private Placement Warrants	$ 9,334
Level 3 \| Private placement warrants
Liabilities:
Warrant liability - Private Placement Warrants		$ 175,861

FAIR VALUE MEASUREMENTS- Level

FAIR VALUE MEASUREMENTS- Level 3 Fair Value Measurements Inputs (Details) - Level 3	Dec. 31, 2021 Y
Risk-free interest rate
FAIR VALUE MEASUREMENTS
Fair value of units measurement input	1.35
Expected term
FAIR VALUE MEASUREMENTS
Fair value of units measurement input	5.98
Expected volatility of underlying stock
FAIR VALUE MEASUREMENTS
Fair value of units measurement input	13.4
Dividends
FAIR VALUE MEASUREMENTS
Fair value of units measurement input	0
Probability of Business Combination
FAIR VALUE MEASUREMENTS
Fair value of units measurement input	85

FAIR VALUE MEASUREMENTS - Fair

FAIR VALUE MEASUREMENTS - Fair value measurement (Details) - Level 3	Dec. 31, 2022 $ / shares item Y	Oct. 21, 2022 item $ / shares Y	Dec. 31, 2021 Y
Synthetic Unit Price \| Convertible Promissory Note
RELATED PARTY TRANSACTIONS
Fair value measurement \| $ / shares	10.326	10.270
Exercise price \| Convertible Promissory Note
RELATED PARTY TRANSACTIONS
Fair value measurement \| $ / shares	10	10
Holding period
RELATED PARTY TRANSACTIONS
Fair value measurement \| Y			5.98
Holding period \| Convertible Promissory Note
RELATED PARTY TRANSACTIONS
Fair value measurement \| Y	0.70	0.44
Risk-free rate %
RELATED PARTY TRANSACTIONS
Fair value measurement			1.35
Risk-free rate % \| Convertible Promissory Note
RELATED PARTY TRANSACTIONS
Fair value measurement	0.0475	0.0435
Volatility %
RELATED PARTY TRANSACTIONS
Fair value measurement			13.4
Volatility % \| Convertible Promissory Note
RELATED PARTY TRANSACTIONS
Fair value measurement	0.044	0.0450
Dividend yield %
RELATED PARTY TRANSACTIONS
Fair value measurement			0
Dividend yield % \| Convertible Promissory Note
RELATED PARTY TRANSACTIONS
Fair value measurement \| item	0	0

FAIR VALUE MEASUREMENTS - Chang

FAIR VALUE MEASUREMENTS - Change in the fair value of measurement (Details) - USD ($)	2 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Oct. 21, 2022
FAIR VALUE MEASUREMENTS
Transfer of private warrants to Level 2 measurement	$ (95,940)
Private Warrants
FAIR VALUE MEASUREMENTS
Fair value at the beginning		$ 115,185
Change in fair value	(79,921)	60,676
Transfer of private warrants to Level 2 measurement	(95,940)
Fair value at the ending		$ 175,861
Conversion option liability
FAIR VALUE MEASUREMENTS
Change in fair value	$ (162)
Initial measurement of conversion option liability on October 21, 2022			$ 20,266
Fair Value, Liability, Recurring Basis, Unobservable Input Reconciliation, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration]	Change In Fair Value Of Conversion Option Liability
Fair value at the ending	$ 20,104

FAIR VALUE MEASUREMENTS - Addit

FAIR VALUE MEASUREMENTS - Additional Information (Details)	2 Months Ended
FAIR VALUE MEASUREMENTS - Additional Information (Details)	Dec. 31, 2022 USD ($)
FAIR VALUE MEASUREMENTS
Transfer of private warrants to Level 2 measurement	$ 95,940

SUBSEQUENT EVENTS - Note issued

SUBSEQUENT EVENTS - Note issued (Details)					12 Months Ended
SUBSEQUENT EVENTS - Note issued (Details)	Jan. 20, 2023 USD ($)	Jan. 20, 2023 USD ($)	Jan. 20, 2023 USD ($) item	Oct. 19, 2022 item	Dec. 31, 2022 item	Oct. 21, 2022 USD ($)	May 01, 2021 USD ($)
SUBSEQUENT EVENTS
Additional term per time				1 month	3 months
Number of times termination date can be extended \| item				6	2
Unsecured promissory note
SUBSEQUENT EVENTS
Debt instrument, face amount						$ 360,000
Maximum borrowing capacity of related party promissory note							$ 250,000
Subsequent Event
SUBSEQUENT EVENTS
Additional term per time	1 month
Amount deposited into trust account	$ 159,321	$ 159,321	$ 159,321
Remaining balance in trust account	80,679	$ 80,679	$ 80,679
Number of times termination date can be extended		6	6
Subsequent Event \| Unsecured promissory note
SUBSEQUENT EVENTS
Debt instrument, face amount	120,000	$ 120,000	$ 120,000
Maximum borrowing capacity of related party promissory note	$ 600,000	$ 600,000	$ 600,000