Document And Entity Information
Document And Entity Information - USD ($) | 12 Months Ended | ||
Sep. 30, 2023 | Dec. 18, 2023 | Mar. 31, 2023 | |
Document Information Line Items | |||
Entity Registrant Name | ARISZ ACQUISITION CORP. | ||
Document Type | 10-K | ||
Current Fiscal Year End Date | --09-30 | ||
Entity Common Stock, Shares Outstanding | 5,155,754 | ||
Entity Public Float | $ 0 | ||
Amendment Flag | false | ||
Entity Central Index Key | 0001882078 | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Well-known Seasoned Issuer | No | ||
Document Period End Date | Sep. 30, 2023 | ||
Document Fiscal Year Focus | 2023 | ||
Document Fiscal Period Focus | FY | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Entity Shell Company | true | ||
Entity Ex Transition Period | false | ||
ICFR Auditor Attestation Flag | false | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Entity File Number | 001-41078 | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 87-1807866 | ||
Entity Address, Address Line One | C/O MSQ Ventures | ||
Entity Address, Address Line Two | 12 E 49th St | ||
Entity Address, Address Line Three | 17th floor | ||
Entity Address, City or Town | New York | ||
Entity Address, State or Province | NY | ||
Entity Address, Postal Zip Code | 10017 | ||
City Area Code | 212 | ||
Local Phone Number | 845-9945 | ||
Entity Interactive Data Current | Yes | ||
Document Financial Statement Error Correction [Flag] | false | ||
Auditor Location | New York | ||
Auditor Name | Marcum LLP | ||
Auditor Firm ID | 688 | ||
Common Stock, par value $0.0001 per share | |||
Document Information Line Items | |||
Trading Symbol | ARIZ | ||
Title of 12(b) Security | Common Stock, par value $0.0001 per share | ||
Security Exchange Name | NASDAQ | ||
Warrants | |||
Document Information Line Items | |||
Trading Symbol | ARIZW | ||
Title of 12(b) Security | Warrants | ||
Security Exchange Name | NASDAQ | ||
Rights | |||
Document Information Line Items | |||
Trading Symbol | ARIZR | ||
Title of 12(b) Security | Rights | ||
Security Exchange Name | NASDAQ | ||
Units, each consisting of one share of common stock, one Right and one Warrant | |||
Document Information Line Items | |||
Trading Symbol | ARIZU | ||
Title of 12(b) Security | Units, each consisting of one share of common stock, one Right and one Warrant | ||
Security Exchange Name | NASDAQ |
Balance Sheets
Balance Sheets - USD ($) | Sep. 30, 2023 | Sep. 30, 2022 |
Current assets: | ||
Cash | $ 215,059 | $ 173,789 |
Prepaid expenses | 21,896 | 16,836 |
Total Current Assets | 236,955 | 190,625 |
Investments held in Trust Account | 34,107,463 | 69,418,075 |
Total Assets | 34,344,418 | 69,608,700 |
Current liabilities: | ||
Accounts payable and accrued expenses | 324,851 | 103,063 |
Interest payable to Bitfufu | 51,229 | |
Franchise tax payable | 20,000 | 46,800 |
Income tax payable | 162,383 | 76,625 |
Excise tax payable | 391,931 | |
Promissory note – Bitfufu | 2,380,000 | |
Total Current Liabilities | 3,330,394 | 226,488 |
Deferred underwriting fee payable | 2,587,500 | 2,587,500 |
Total Liabilities | 5,917,894 | 2,813,988 |
Commitments and Contingencies (Note 7) | ||
Common stock subject to possible redemption, 3,154,365 shares and 6,900,000 shares at redemption value of $10.81 per share and $10.06 per share as of September 30, 2023 and 2022, respectively | 34,107,463 | 69,418,075 |
Stockholders’ Deficit | ||
Common stock, $0.0001 par value; 15,000,000 shares authorized; 2,001,389 shares (excluding 3,154,365 shares and 6,900,000 shares subject to possible redemption at September 30, 2023 and 2022, respectively) issued and outstanding | 200 | 200 |
Accumulated deficit | (5,681,139) | (2,623,563) |
Total Stockholders’ Deficit | (5,680,939) | (2,623,363) |
Total Liabilities, Temporary Equity, and Stockholders’ Deficit | $ 34,344,418 | $ 69,608,700 |
Balance Sheets (Parentheticals)
Balance Sheets (Parentheticals) - $ / shares | Sep. 30, 2023 | Sep. 30, 2022 | |
Statement of Financial Position [Abstract] | |||
Common stock subject to possible redemption, shares | 3,154,365 | 6,900,000 | |
Common stock subject to possible redemption, per share (in Dollars per share) | $ 10.81 | $ 10.06 | |
Common stock, par value (in Dollars per share) | [1] | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | [1] | 15,000,000 | 15,000,000 |
Common stock, shares issued | [1] | 2,001,389 | 2,001,389 |
Common stock, shares outstanding | [1] | 2,001,389 | 2,001,389 |
[1]Shares were retroactively restated to reflect a 1.2-for-1.0 stock split occurred in October 2021. |
Statements of Operations
Statements of Operations - USD ($) | 12 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
General and administrative expenses | $ 585,514 | $ 544,157 |
Franchise tax expense | 40,000 | 53,194 |
Loss from Operations | (625,514) | (597,351) |
Other income: | ||
Interest earned on investments held in Trust Account | 2,386,358 | 418,075 |
Other expense: | ||
Interest on Bitfufu loan | 51,229 | |
Income before income taxes | 1,709,615 | (179,276) |
Income tax expense | 492,735 | 76,625 |
Net income (loss) | $ 1,216,880 | $ (255,901) |
Common Stock Subject To Possible Redemption | ||
Other expense: | ||
Basic weighted average shares outstanding (in Shares) | 5,432,532 | 5,893,151 |
Basic net loss per share (in Dollars per share) | $ 0.36 | $ 0.58 |
Non-redeemable Common Stock | ||
Other expense: | ||
Basic weighted average shares outstanding (in Shares) | 2,001,389 | 1,961,132 |
Basic net loss per share (in Dollars per share) | $ (0.36) | $ (1.89) |
Statements of Operations (Paren
Statements of Operations (Parentheticals) - $ / shares | 12 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Common Stock Subject To Possible Redemption | ||
Diluted weighted average shares outstanding | 5,432,532 | 5,893,151 |
Diluted net income per share | $ 0.36 | $ 0.58 |
Non-redeemable Common Stock | ||
Diluted weighted average shares outstanding | 2,001,389 | 1,961,132 |
Diluted net income per share | $ (0.36) | $ (1.89) |
Statements of Changes in Stockh
Statements of Changes in Stockholders’ Equity (Deficit) - USD ($) | Common Stock | Additional Paid-in Capital | Accumulated Deficit | Total | |
Balance at Sep. 30, 2021 | $ 172 | $ 24,828 | $ (490) | $ 24,510 | |
Balance (in Shares) at Sep. 30, 2021 | 1,725,000 | ||||
Sale of public units in initial public offering | $ 690 | 68,999,310 | 69,000,000 | ||
Sale of public units in initial public offering (in Shares) | 6,900,000 | ||||
Sale of private placement units | $ 28 | 2,763,858 | 2,763,886 | ||
Sale of private placement units (in Shares) | 276,389 | ||||
Sale of unit purchase option to underwriter | 100 | 100 | |||
Underwriter commissions | (4,312,500) | (4,312,500) | |||
Offering costs | (425,383) | (425,383) | |||
Reclassification of common stock subject to redemption | $ (690) | (59,614,295) | (59,614,985) | ||
Reclassification of common stock subject to redemption (in Shares) | (6,900,000) | ||||
Allocation of offering costs to common stock subject to redemption | 4,760,749 | 4,760,749 | |||
Remeasurement of common stock to redemption value | (12,196,667) | (2,367,172) | (14,563,839) | ||
Net income (loss) | (255,901) | (255,901) | |||
Balance at Sep. 30, 2022 | $ 200 | (2,623,563) | $ (2,623,363) | ||
Balance (in Shares) at Sep. 30, 2022 | 2,001,389 | 2,001,389 | [1] | ||
Balance at Sep. 30, 2022 | $ 200 | (2,623,563) | $ (2,623,363) | ||
Balance (in Shares) at Sep. 30, 2022 | 2,001,389 | 2,001,389 | [1] | ||
Balance at Sep. 30, 2022 | $ 200 | (2,623,563) | $ (2,623,363) | ||
Balance (in Shares) at Sep. 30, 2022 | 2,001,389 | 2,001,389 | [1] | ||
Balance at Sep. 30, 2022 | $ 200 | (2,623,563) | $ (2,623,363) | ||
Balance (in Shares) at Sep. 30, 2022 | 2,001,389 | 2,001,389 | [1] | ||
Additional deposits to Trust Account for extension | (1,980,000) | $ (1,980,000) | |||
Remeasurement of common stock to redemption value | (2,386,358) | (2,386,358) | |||
Reimbursement from Trust for franchise and income taxes | 483,833 | 483,833 | |||
Excise tax imposed on common stock redemptions | (391,931) | (391,931) | |||
Net income (loss) | 1,216,880 | 1,216,880 | |||
Balance at Sep. 30, 2023 | $ 200 | $ (5,681,139) | $ (5,680,939) | ||
Balance (in Shares) at Sep. 30, 2023 | 2,001,389 | 2,001,389 | [1] | ||
[1]Shares were retroactively restated to reflect a 1.2-for-1.0 stock split occurred in October 2021. |
Statements of Cash Flows
Statements of Cash Flows - USD ($) | 12 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Cash Flows from Operating Activities: | ||
Net income (loss) | $ 1,216,880 | $ (255,901) |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||
Interest earned on investments held in Trust Account | (2,386,358) | (418,075) |
Changes in operating assets and liabilities: | ||
Prepaid expenses | (5,059) | (16,836) |
Accounts payable and accrued expenses | 221,787 | 82,573 |
Interest payable | 51,229 | |
Income tax payable | 85,758 | 76,625 |
Franchise tax payable | (26,800) | 46,800 |
Net cash used in operating activities | (842,563) | (484,814) |
Cash Flows from Investing Activities: | ||
Cash deposited in Trust Account for extension | (1,980,000) | |
Cash withdrawn from Trust Account to pay franchise tax and income taxes | 483,833 | |
Cash withdrawn from Trust Account for public stockholder redemptions | 39,193,137 | |
Purchase of investment held in Trust Account | (69,000,000) | |
Net cash provided by (used in) investing activities | 37,696,970 | (69,000,000) |
Cash Flows from Financing Activities: | ||
Proceeds from sale of public units through public offering | 69,000,000 | |
Proceeds from sale of private placement units | 2,763,886 | |
Proceeds from sale of unit purchase option | 100 | |
Proceeds from issuance of promissory note to Bitfufu | 2,380,000 | |
Payment to redeemed public stockholders | (39,193,137) | |
Repayment of promissory note to related party | (105,000) | |
Payment of underwriters’ commissions | (1,725,000) | |
Payment of deferred offering costs | (350,383) | |
Net cash provided by (used in) financing activities | (36,813,137) | 69,583,603 |
Net Change in Cash | 41,270 | 98,789 |
Cash - Beginning of the Year | 173,789 | 75,000 |
Cash - End of the Year | 215,059 | 173,789 |
Supplemental Disclosure of Non-cash Financing Activities | ||
Initial classification of common stock subject to redemption | 59,614,985 | |
Deferred underwriting fee | 2,587,500 | |
Remeasurement of common stock to redemption value | $ 3,882,526 | $ 14,563,839 |
Organization and Business Opera
Organization and Business Operation | 12 Months Ended |
Sep. 30, 2023 | |
Organization and Business Operation [Abstract] | |
Organization and Business Operation | Note 1 — Organization and Business Operation Arisz Acquisition Corp. (“Arisz” or the “Company”) is a blank check company incorporated as a Delaware corporation on July 21, 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 or entities (“Business Combination”). The Company has selected September 30 as its fiscal year end. As of September 30, 2023, the Company had not commenced any operations. All activities through September 30, 2023 have been limited to organizational activities as well as activities related to the Initial Public Offering (“IPO” as defined below in Note 3). The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income from the proceeds derived from the IPO. The Company’s sponsor is Arisz Investments LLC (the “Sponsor”), a Delaware limited liability company affiliated with the Company’s Chairman and Chief Executive Officer. On January 21, 2022, Arisz entered into a merger agreement with Finfront Holding Company, a Cayman Islands exempted company (the “BitFuFu”), pursuant to which (a) Arisz agreed to form BitFuFu Inc., a Cayman Islands exempted company, as its wholly owned subsidiary (“Purchaser” or “PubCo”), (b) Purchaser would form Boundary Holding Company, a Cayman Islands exempted company, as its wholly owned subsidiary (“Merger Sub”), (c) Arisz will be merged with and into Purchaser (the “Redomestication Merger”), with Purchaser surviving the Redomestication Merger, and (d) Merger Sub will be merged with and into BitFuFu (the “Acquisition Merger”), with the Company surviving the Acquisition Merger as a direct, wholly owned subsidiary of Purchaser (collectively, the “Business Combination”). Following the Business Combination, Purchaser will be a publicly traded company listed on a stock exchange in the United States. On April 4, 2022, each of Arisz and BitFuFu entered into that certain Amendment to the Merger Agreement pursuant to which, among other things, the parties clarified certain Cayman Island corporate law matters by mutual agreement. On July 14, 2022, each of Arisz, BitFuFu, the Purchaser and Arisz’s Sponsor (along with any assignee of Arisz’s Sponsor, the “Buyer”) entered into a backstop agreement (the “Backstop Agreement”) whereby, in connection with the Business Combination, the Buyer has agreed to subscribe for and purchase no less than US$1.25 million worth of shares of Arisz common stock par value $0.0001 per share or Purchaser’s Class A ordinary shares. On October 10, 2022, Arisz and BitFuFu entered into an amendment to the Merger Agreement to provide, among other things: 1) for a loan from BitFuFu to Arisz in the amount of $2,220,000 (the “Loan”) for the purpose of funding Arisz’s extension of the time to consummate a business combination and for working capital purposes, and 2) remove all existing restrictions on 400,000 Insider Shares that are currently subject to transfer restrictions, so that such shares are freely tradeable upon the Closing. The Loan will be funded in three equal installments of $740,000 on each of October 26, 2022, January 26, 2023 and April 26, 2023, and 3) extend the Outside Date to August 1, 2023. On October 10, 2022, Arisz issued an unsecured promissory note to BitFuFu for the amount of the Loan at an interest rate of 3.5% per annum and is due on October 26, 2023. Arisz may elect to issue a number of unregistered shares of its common stock, valued for these purposes at $10.00 per share, the aggregate value of which shall be equal to the outstanding principal amount of the Loan. On October 13, 2022, the parties to the Backstop Agreement entered into a new backstop agreement substantially on the same terms as the Backstop Agreement with the only substantive additional terms being that: 1) the subscription amount is $2.0 million worth of shares and 2) the termination date is the earlier of: (i) the date agreed by the parties thereto in writing and (ii) the date that the Merger Agreement is terminated, on its terms. On October 24, 2022, Arisz received $740,000, the first installment of the Loan, from BitFuFu. On November 9, 2022, Arisz deposited $690,000 into the Trust Account (representing $0.10 per each share of redeemable common stock) to extend the time for Arisz to complete the Business Combination by three months until February 22, 2023. On January 20, 2023, Arisz received $740,000, the second installment of the Loan, from BitFuFu. On February 7, 2023, the Company notified the trustee of its intent to extend the time available to the Company to consummate a business combination from February 22, 2023 to May 22, 2023 (the “Extension”). The Extension is the second of up to two three-month extensions permitted under Arisz’s governing documents. On February 9, 2023, Arisz deposited $690,000 into the Trust Account (representing $0.10 per each share of redeemable common stock) to extend the time for Arisz to complete the Business Combination by three months until May 22, 2023. On April 19, 2023, Arisz filed with the SEC, and mailed to its stockholders of record as of April 6, 2023, a notice of meeting, proxy statement and proxy card, with respect to a special meeting of Arisz stockholders to be held on May 11, 2023, and which included proposals to amend Arisz’s charter in order to extend the time it has to complete its initial business combination up to nine (9) times with each extension allowing for an additional one (1) month period from May 22, 2023 to February 22, 2024, provided that Arisz contributes to the Trust Account $120,000 for each one-month extension, paid on a month-to-month and as-needed basis. On April 24, 2023, Arisz and BitFuFu entered into Amendment No. 3 to the Merger Agreement to provide, among other things: 1) to reduce the amount of the Loan from $2,220,000 to $1,930,000 for the purpose of funding Arisz’s extension of the time to consummate a business combination and for working capital purposes and 2) that the third installment of the loan will be in the amount of $450,000. On April 25, 2023, Arisz received $450,000, the third installment of the Loan, from BitFuFu. On May 11, 2023, Arisz held a special meeting of stockholders to consider, among other things, proposals to amend Arisz’s charter in order to extend the time it has to complete its initial business combination up to nine (9) times with each extension allowing for an additional one (1) month period from May 22, 2023 to February 22, 2024, provided that Arisz contributes to the Trust Account $120,000 for each one-month extension, paid on a month-to-month and as-needed basis. At the special meeting, the requisite number of stockholders voted in favor of these proposals. Accordingly, in connection with the first one (1) month period extension, the Sponsor will deposit $120,000 into Arisz’s trust account prior to May 22, 2023, on behalf of Arisz. In connection with the special meeting, 3,745,635 shares of common stock were tendered for redemption. As a result, approximately $39.18 million (approximately $10.46 per share) will be removed from the Company’s trust account to pay such holders, without taking into account additional allocation of payments to cover any tax obligation of the Company, such as franchise taxes, but not including any excise tax, since that date. Following redemptions, the Company has 5,155,754 shares of common stock outstanding, and approximately $33.02 million remained in the Company’s Trust Account. In connection with the special meeting, in each of May, June, July, August, September, October, November and December 2023, Arisz timely deposited $120,000 into Arisz’s trust account, thereby extending the date by which an initial business combination may be consummated. As such, Arisz has until January 22, 2024 to consummate its initial business combination, unless the Sponsor elects to further extend, to as late as February 22, 2024. On July 28, 2023, Arisz and BitFuFu entered into Amendment No. 4 to the Merger Agreement (“Amendment No. 4”) to provide, among other things: (1) that the Outside Date for the completion of the Corporation’s business combination, as defined therein be extended from August 1, 2023 to November 17, 2024 and (2) for an amendment to the loan installment of $360,000 to be extended on each of August 2, 2023, November 2, 2023, February 2, 2024, May 2, 2024 and August 2, 2024) to be used to cover the extension costs, and the remaining balance of each loan installment to be used for working capital. In accordance therewith, on July 28, 2023, Arisz and the Company amended and restated the BitFuFu Note. Financing The registration statement for the Company’s IPO became effective on November 17, 2021. On November 22, 2021 the Company consummated the IPO of 6,000,000 units (which did not include the exercise of the over-allotment option by the underwriters in the IPO) at an offering price of $10.00 per unit (the “Public Units’), generating gross proceeds of $60,000,000. Simultaneously with the IPO, the Company sold to its Sponsor and Chardan Capital Markets LLC (“Chardan”) (and/or their designees) 253,889 units at $10.00 per unit (the “Private Units”) in a private placement generating total gross proceeds of $2,538,886, which is described in Note 4. Concurrently, the Company repaid $105,000 to the Sponsor, under related party loan evidenced by promissory note issued on August 5, 2021. The Company granted the underwriters a 45-day option to purchase up to 900,000 additional Units to cover over-allotments, if any. On November 24, 2021, the underwriters fully exercised the over-allotment option and purchased 900,000 units (the “Over-allotment Units”) at a price of $10.00 per Unit, generating gross proceeds of $9,000,000. Upon the closing of the Over-allotment on November 24, 2021, the Company consummated the sale of additional 22,500 Private Units (the “Additional Private Units”) with the Sponsor and Chardan at a price of $10.00 per Private Unit, generating total proceeds of $225,000. Transaction costs amounted to $5,587,733, consisting of $1,725,000 of underwriting fees, $2,587,500 of deferred underwriting fees (payable only upon completion of a Business Combination) and $1,275,233 of other offering costs. Trust Account Upon closing of the IPO, the Private Units, the sale of the Over-allotment Units and the sale of the Additional Private Units, a total of $69,000,000 ($10.00 per Unit) was placed in a U.S.-based trust account (the “Trust Account”) with Continental Stock Transfer & Trust acting as trustee and can be invested only in U.S. government treasury bills with a maturity of 180 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act and that invest only in direct U.S. government treasury obligations. These funds will not be released until the earlier of the completion of the initial Business Combination and the liquidation due to the Company’s failure to complete a Business Combination within the applicable period of time. The proceeds deposited in the Trust Account could become subject to the claims of the Company’s creditors, if any, which could have priority over the claims of the Company’s public stockholders. In addition, interest income earned on the funds in the Trust account may be released to the Company to pay its income or other tax obligations. With these exceptions, expenses incurred by the Company may be paid prior to a business combination only from the net proceeds of the IPO and private placement not held in the Trust Account. Business Combination Pursuant to NASDAQ listing rules, the Company’s initial Business Combination must occur with one or more target businesses having an aggregate fair market value equal to at least 80% of the value of the funds in the Trust account (excluding any taxes payable on the income earned on the Trust account), which the Company refers to as the 80% test, at the time of the execution of a definitive agreement for its initial business combination, although the Company may structure a business combination with one or more target businesses whose fair market value significantly exceeds 80% of the trust account balance. If the Company is no longer listed on NASDAQ, it will not be required to satisfy the 80% test. The public shares subject to redemption will be recorded at a redemption value and classified as temporary equity upon the completion of the IPO in accordance with the Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” In such case, the Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 upon such consummation of a Business Combination and, if the Company seeks stockholder approval, a majority of the shares voted are voted in favor of the Business Combination. If a stockholder vote is not required by law and the Company does not decide to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation (the “Amended and Restated Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the transaction is required by law, or the Company decides to obtain stockholder approval for business or legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. Additionally, each public stockholder may elect to redeem their public shares irrespective of whether they vote for or against the proposed transaction. If the Company seeks stockholder approval in connection with a Business Combination, the Company’s Sponsor and any of the Company’s officers or directors that may hold Insider Shares (as defined in Note 5) (the “Initial Stockholders”) and Chardan have agreed (a) to vote their Insider Shares, Private Shares (as defined in Note 4) and any public shares purchased during or after the IPO in favor of approving a Business Combination and (b) not to convert any shares (including the Insider Shares) in connection with a stockholder vote to approve, or sell the shares to the Company in any tender offer in connection with, a proposed Business Combination. The Company will provide its holders of the outstanding public shares (the “Public Stockholders”) with the opportunity to redeem all or a portion of their public shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Stockholders will be entitled to redeem their public shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $10.00 per public share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its franchise and income tax obligations). If the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Amended and Restated Certificate of Incorporation provides that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 20% or more of the public shares, without the prior consent of the Company. The Initial Stockholders and Chardan have agreed (a) to waive their redemption rights with respect to the Insider Shares, Private Shares, Underwriter Shares and public shares held by them in connection with the completion of a Business Combination and (b) not to propose, or vote in favor of, an amendment to the Amended and Restated Certificate of Incorporation that would affect the substance or timing of the Company’s obligation to redeem 100% of its public shares if the Company does not complete a Business Combination, unless the Company provides the public stockholders with the opportunity to redeem their public shares in conjunction with any such amendment. The Company initially has 18 months from the closing of the IPO to consummate a Business Combination. If the Company anticipates that it may not be able to consummate initial business combination within 18 months, the Company’s insiders or their affiliates may, but are not obligated to, extend the period of time to consummate a business combination up to nine (9) times with each extension allowing for an additional one (1) month period from May 22, 2023 to February 22, 2024 (the “Combination Period”). In connection with the special meeting, in each of May, June, July, August, September, October, November and December 2023, Arisz timely deposited $120,000 into Arisz’s trust account, thereby extending the business combination period to January 22, 2024, unless the Sponsor elects to further extend, to as late as February 22, 2024. Liquidation If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest (which interest shall be net of taxes payable, and less certain amount of interest to pay dissolution expenses) divided by the number of then outstanding Public Shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. The Sponsor and Chardan have agreed to waive their liquidation rights with respect to the Insider Shares and Private Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Sponsor or underwriters acquires public shares in or after the IPO, such public shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within in the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than $10.00. In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a vendor for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below $10.00 per Public Share, except as to any claims by a third party who executed a valid and enforceable agreement with the Company waiving any right, title, interest or claim of any kind they may have in or to any monies held in the Trust Account and except as to any claims under the Company’s indemnity of the underwriters of 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. Liquidity and Going Concern As of September 30, 2023, we had cash of $215,059 and a working capital deficit of $2,911,056 (excluding income tax and franchise tax payable). In connection with the shareholder special meeting on May 11, 2023, in each of May, June, July, August, September, October, November and December 2023, the Company deposited $120,000 per deposit into the Trust Account to extend the time for Arisz to complete the Business Combination until January 22, 2024. It is uncertain that the Company will be able consummate a Business Combination by the extended date (or February 22, 2024 if the Sponsor elects to extend the consummation deadline). Moreover, Arisz may need to obtain additional financing either to complete its Business Combination or because it becomes obligated to redeem a significant number of public shares upon consummation of its Business Combination, in which case the Company may issue additional securities or incur debt in connection with such Business Combination. If a Business Combination is not consummated by February 22, 2024, there will be a mandatory liquidation and subsequent dissolution. In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standard Board’s Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined that if the Company is unable to complete a Business Combination by February 22, 2024, then the Company will cease all operations except for the purpose of liquidating. The date for liquidation and subsequent dissolution as well as liquidity concerns raise 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. Risks and Uncertainties In February 2022, an armed conflict escalated between Russia and Ukraine. The sanctions announced by the United States and other countries against Russia and Belarus following Russia’s invasion of Ukraine to date include restrictions on selling or importing goods, services, or technology in or from affected regions and travel bans and asset freezes impacting connected individuals and political, military, business, and financial organizations in Russia and Belarus. The United States and other countries could impose wider sanctions and take other actions should the conflict further escalate. Separately, in October 2023, Israel and certain Iranian-backed Palestinian forces began an armed conflict in Israel, the Gaza Strip, and surrounding areas, which threatens to spread to other Middle Eastern countries including Lebanon and Iran. As a result of the ongoing Russia/Ukraine, Hamas/Israel conflicts and/or other future global conflicts, the Company’s ability to consummate a Business Combination, or the operations of a target business with which the Company ultimately consummates a Business Combination, may be materially and adversely affected. In addition, the Company’s ability to consummate a transaction may be dependent on the ability to raise equity and debt financing which may be impacted by these events, including as a result of increased market volatility, or decreased market liquidity in third-party financing being unavailable on terms acceptable to the Company or at all. The impact of this action and potential future sanctions on the world economy and the specific impact on the Company’s financial position, results of operations or ability to consummate a Business Combination are not yet determinable. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Inflation Reduction Act of 2022 On August 16, 2022, the Inflation Reduction Act of 2022 (the “IR Act”) was signed into federal law. The IR Act provides for, among other things, a new U.S. federal 1% excise tax on certain repurchases (including redemptions) of stock by publicly traded domestic (i.e., U.S.) corporations and certain domestic subsidiaries of publicly traded foreign corporations. The excise tax is imposed on the repurchasing corporation itself, not its shareholders from which shares are repurchased. The amount of the excise tax is generally 1% of the fair market value of the shares repurchased at the time of the repurchase. However, for purposes of calculating the excise tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year. In addition, certain exceptions apply to the excise tax. The U.S. Department of the Treasury (the “Treasury”) has been given authority to provide regulations and other guidance to carry out and prevent the abuse or avoidance of the excise tax. The IR Act applies only to repurchases that occur after December 31, 2022. 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. At this time, it has been determined that the IR Act tax provisions would have an impact to the Company’s fiscal 2023 tax provision as there were redemptions by the public stockholders in May 2023; as a result, the Company recorded a $391,931 excise tax liability as of September 30, 2023. The Company will continue to monitor for updates to the Company’s business along with guidance issued with respect to the IR Act to determine whether any adjustments are needed to the Company’s tax provision in future periods. |
Restatement of Previously Issue
Restatement of Previously Issued Financial Statements | 12 Months Ended |
Sep. 30, 2023 | |
Restatement of Previously Issued Financial Statements [Line Items] | |
Restatement of Previously Issued Financial Statements | Note 2 — Restatement of Previously Issued Financial Statements During the preparation of this Annual Report on Form 10-K, the Company determined that it had not appropriately accounted for interest earned on investments held in Trust Account under accounting principles generally accepted in the United States of America (“U.S. GAAP”). Interest income was recorded based on actual cash receipts instead of on an accrual basis resulting in an understatement of Investments held in Trust Account in prior periods. Additionally, the interest earned on investments held in Trust Account, income tax provision, net income(loss), income tax payable, common stock subject to possible redemption and accumulated deficit accounts were misstated. In accordance with Staff Accounting Bulletin (“SAB”) 99, “Materiality”, and SAB 108, “Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements”, the Company evaluated the materiality of the errors from qualitative and quantitative perspectives, individually and in aggregate, and concluded that the errors were material to the Financial Statements for the fiscal year ended September 30, 2022, and the quarters ended December 31, 2022, March 31, 2023, and June 30, 2023. Management restated the impacted financial statements for the fiscal year ended September 30, 2022, and the quarter ended December 31, 2022, the quarter and six-months ending March 31, 2023, and the quarter and nine-months ending June 30, 2023. Refer to Note 12 for restated annual and quarterly financial statements. |
Restated [Member] | |
Restatement of Previously Issued Financial Statements [Line Items] | |
Restatement of Previously Issued Financial Statements | Note 12 — Restatement of Previously Issued Financial Statements The following tables present the impact of the restatement adjustments disclosed in Note 2 – Restatement of Previously Issued Financial Statements, to the previously reported financial information as of and for the fiscal year ended September 30, 2022, and quarters ended December 31, 2022, March 31, 2023, and June 30, 2023. Restated Statements of Stockholders’ Deficit are not presented as all impacted items on those statements, Net Income (Loss), Accumulated Deficit, and Total Stockholders’ Deficit, are presented within the following tables. Previously Adjustments Restated Assets Current assets: Cash $ 173,789 $ — $ 173,789 Prepaid expenses 16,836 — 16,836 Total Current Assets 190,625 190,625 Investments held in Trust Account 69,286,800 131,275 69,418,075 Total Assets $ 69,477,425 $ 131,275 $ 69,608,700 Liabilities, Temporary Equity, and Stockholders’ Deficit Current liabilities: Accounts payable and accrued expenses $ 103,063 $ — $ 103,063 Franchise tax payable 46,800 — 46,800 Income tax payable 49,057 27,568 76,625 Total Current Liabilities 198,920 27,568 226,488 Deferred underwriting fee payable 2,587,500 — 2,587,500 Total Liabilities 2,786,420 27,568 2,813,988 Commitments and Contingencies Common stock subject to possible redemption, 6,900,000 shares at redemption value of $10.06 per share 69,286,800 131,275 69,418,075 Stockholders’ Deficit Common stock, $0.0001 par value; 15,000,000 shares authorized; 2,001,389 shares (excluding 6,900,000 shares subject to possible redemption) issued and outstanding 200 — 200 Accumulated deficit (2,595,995 ) (27,568 ) (2,623,563 ) Total Stockholders’ Deficit (2,595,795 ) (27,568 ) (2,623,363 ) Total Liabilities, Temporary Equity, and Stockholders’ Deficit $ 69,477,425 $ 131,275 $ 69,608,700 For the Year Ended Previously Adjustments Restated General and administrative expenses $ 544,157 $ — $ 544,157 Franchise tax expense 53,194 — 53,194 Loss from Operations (597,351 ) — (597,351 ) Other income: Interest earned on investments held in Trust Account 286,800 131,275 418,075 Income before income taxes (310,551 ) 131,275 (179,276 ) Income tax provision (49,057 ) (27,568 ) (76,625 ) Net loss $ (359,608 ) $ 103,707 $ (255,901 ) Basic and diluted weighted average shares outstanding, common stock subject to possible redemption 5,893,151 — 5,893,151 Basic and diluted net income per share, common stock subject to possible redemption $ 0.57 $ 0.01 $ 0.58 Basic and diluted weighted average shares outstanding, non-redeemable common stock 1,961,132 — 1,961,132 Basic and diluted net loss per share, non-redeemable common stock $ (1.88 ) $ (0.01 ) $ (1.89 ) For the Year Ended Previously Adjustments Restated Cash Flows from Operating Activities: Net loss $ (359,608 ) $ 103,707 $ (255,901 ) Adjustments to reconcile net income (loss) to net cash used in operating activities: Interest earned on investments held in Trust Account (286,800 ) (131,275 ) (418,075 ) Changes in operating assets and liabilities: Prepaid expenses (16,836 ) — (16,836 ) Accounts payable and accrued expenses 82,573 — 82,573 Income tax payable 49,057 — 49,057 Franchise tax payable 46,800 27,568 76,625 Net cash used in operating activities (484,814 ) — (484,814 ) Cash Flows from Investing Activities: Purchase of investment held in Trust Account (69,000,000 ) — (69,000,000 ) Net cash used in investing activities (69,000,000 ) — (69,000,000 ) Cash Flows from Financing Activities: Proceeds from sale of public units through public offering 69,000,000 — 69,000,000 Proceeds from sale of private placement units 2,763,886 — 2,763,886 Proceeds from sale of unit purchase option 100 — 100 Repayment of promissory note to related party (105,000 ) — (105,000 ) Payment of underwriters’ commissions (1,725,000 ) — (1,725,000 ) Payment of deferred offering costs (350,383 ) — (350,383 ) Net cash provided by financing activities 69,583,603 — 69,583,603 Net Change in Cash 98,789 — 98,789 Cash, Beginning of the Year 75,000 — 75,000 Cash, End of the Year $ 173,789 $ — $ 173,789 Supplemental Disclosure of Non-cash Financing Activities Initial classification of common stock subject to redemption $ 59,614,985 $ — $ 59,614,985 Deferred underwriting fee $ 2,587,500 $ — $ 2,587,500 Remeasurement of common stock to redemption value $ 14,432,564 $ 131,275 $ 14,563,839 Previously Adjustments Restated Assets Current assets: Cash $ 165,606 $ — $ 165,606 Prepaid expenses 11,145 — 11,145 Total Current Assets 176,751 — 176,751 Investments held in Trust Account 70,463,045 226,316 70,689,361 Total Assets $ 70,639,796 $ 226,316 $ 70,866,112 Liabilities, Temporary Equity, and Stockholders’ Deficit Current liabilities: Accounts payable and accrued expenses $ 221,982 $ — $ 221,982 Interest payable 4,825 — 4,825 Franchise tax payable 58,800 — 58,800 Income tax payable 148,310 19,959 168,269 Promissory note – Bitfufu 740,000 — 740,000 Total Current Liabilities 1,173,917 19,959 1,193,876 Deferred underwriting fee payable 2,587,500 — 2,587,500 Total Liabilities 3,761,417 19,959 3,781,376 Commitments and Contingencies Common stock subject to possible redemption, 6,900,000 shares at redemption value of $10.24 per share 70,463,045 226,316 70,689,361 Stockholders’ Deficit Common stock, $0.0001 par value; 15,000,000 shares authorized; 2,001,389 shares (excluding 6,900,000 shares subject to possible redemption) issued and outstanding 200 — 200 Accumulated deficit (3,584,866 ) (19,959 ) (3,604,825 ) Total Stockholders’ Deficit (3,584,666 ) (19,959 ) (3,604,625 ) Total Liabilities, Temporary Equity, and Stockholders’ Deficit $ 70,639,796 $ 226,316 $ 70,866,112 For the Three Months Ended Previously Adjustments Restated General and administrative expenses $ 187,618 $ — $ 187,618 Franchise tax expense 12,000 — 12,000 Loss from Operations (199,618 ) — (199,618 ) Other income: Interest earned on investments held in Trust Account 486,246 95,041 581,287 Income before income taxes 286,628 95,041 381,669 Income tax provision (99,253 ) (19,959 ) (119,212 ) Net Income $ 187,375 $ 75,082 $ 262,457 Basic and diluted weighted average shares outstanding, common stock subject to possible redemption 6,900,000 — 6,900,000 Basic and diluted net income per share, common stock subject to possible redemption $ 0.06 $ 0.01 $ 0.07 Basic and diluted weighted average shares outstanding, non-redeemable common stock 2,001,389 — 2,001,389 Basic and diluted net loss per share, non-redeemable common stock $ (0.11 ) $ — $ (0.11 ) For the Three Months Ended Previously Adjustments Restated Cash Flows from Operating Activities: Net income $ 187,375 $ 75,082 $ 262,457 Adjustments to reconcile net income (loss) to net cash used in operating activities: Interest earned on investments held in Trust Account (486,246 ) (95,041 ) (581,287 ) Changes in operating assets and liabilities: Prepaid expenses 5,691 — 5,691 Accounts payable and accrued expenses 118,919 — 118,919 Interest payable 4,825 — 4,825 Income tax payable 99,253 19,959 119,212 Franchise tax payable 12,000 — 46,800 Net cash used in operating activities (58,183 ) — (58,183 ) Cash Flows from Investing Activities: Cash deposited in Trust Account for extension (690,000 ) — (690,000 ) Net cash provided by (used in) investing activities (690,000 ) — (690,000 ) Cash Flows from Financing Activities: Proceeds from issuance of promissory note to Bitfufu 740,000 — 740,000 Net cash provided by (used in) financing activities 740,000 — 740,000 Net Change in Cash (8,183 ) — (8,183 ) Cash, Beginning of the Period 173,789 — 173,789 Cash, End of the Period $ 165,606 $ — $ 165,606 Supplemental Disclosure of Non-cash Financing Activities Deferred underwriting fee $ 2,587,500 $ — $ 2,587,500 Remeasurement of common stock to redemption value $ 1,176,246 $ 95,041 $ 1,271,287 Previously Reported Adjustments Restated Assets Current assets: Cash $ 7,409 $ — $ 7,409 Prepaid expenses 64,061 — 64,061 Total Current Assets 71,470 — 71,470 Investments held in Trust Account 71,752,184 271,857 72,024,041 Total Assets $ 71,823,654 $ 271,857 $ 72,095,511 Liabilities, Temporary Equity, and Stockholders’ Deficit Current liabilities: Accounts payable and accrued expenses $ 186,748 $ — $ 186,748 Interest payable 16,179 — 16,179 Franchise tax payable 24,100 — 24,100 Income tax payable 244,419 29,522 273,941 Promissory note – Bitfufu 1,480,000 — 1,480,000 Total Current Liabilities 1,951,446 29,522 1,980,968 Deferred underwriting fee payable 2,587,500 — 2,587,500 Total Liabilities 4,538,946 29,522 4,568,468 Commitments and Contingencies Common stock subject to possible redemption, 6,900,000 shares at redemption value of $10.44 per share 71,752,184 271,857 72,024,041 Stockholders’ Deficit Common stock, $0.0001 par value; 15,000,000 shares authorized; 2,001,389 shares (excluding 6,900,000 shares subject to possible redemption) issued and outstanding 200 — 200 Accumulated deficit (4,467,676 ) (29,522 ) (4,497,198 ) Total Stockholders’ Deficit (4,467,476 ) (29,522 ) (4,496,998 ) Total Liabilities, Temporary Equity, and Stockholders’ Deficit $ 71,823,654 $ 271,857 $ 72,095,511 For the Three Months Ended Previously Reported Adjustments Restated General and administrative expenses $ 141,380 $ — $ 141,380 Franchise tax expense 12,100 — 12,100 Loss from Operations (153,480 ) — (153,480 ) Other income: Interest earned on investments held in Trust Account 704,974 45,541 750,515 Income before income taxes 551,494 45,541 597,035 Income tax provision (145,166 ) (9,564 ) (154,730 ) Net Income $ 406,328 $ 35,977 $ 442,305 Basic and diluted weighted average shares outstanding, common stock subject to possible redemption 6,900,000 — 6,900,000 Basic and diluted net income per share, common stock subject to possible redemption $ 0.09 $ — $ 0.09 Basic and diluted weighted average shares outstanding, non-redeemable common stock 2,001,389 — 2,001,389 Basic and diluted net loss per share, non-redeemable common stock $ (0.10 ) $ — $ (0.10 ) For the Six Months Ended Previously Adjustments Restated General and administrative expenses $ 328,998 $ — $ 328,998 Franchise tax expenses 24,100 — 24,100 Loss from Operations (353,098 ) — (353,098 ) Other income: Interest earned on investments held in Trust Account 1,191,220 140,582 1,331,802 Income before income taxes 838,122 140,582 978,704 Income tax provision (244,419 ) (29,522 ) (273,941 ) Net Income $ 593,703 $ 111,060 $ 704,763 Basic and diluted weighted average shares outstanding, common stock subject to possible redemption 6,900,000 — 6,900,000 Basic and diluted net income per share, common stock subject to possible redemption $ 0.15 $ 0.01 $ 0.16 Basic and diluted weighted average shares outstanding, non-redeemable common stock 2,001,389 — 2,001,389 Basic and diluted net loss per share, non-redeemable common stock $ (0.21 ) $ — $ (0.21 ) For the Six Months Ended Previously Adjustments Restated Cash Flows from Operating Activities: Net income $ 593,703 $ 111,060 $ 704,763 Adjustments to reconcile net income (loss) to net cash used in operating activities: Interest earned on investments held in Trust Account (1,191,220 ) (140,582 ) (1,331,802 ) Changes in operating assets and liabilities: Prepaid expenses (47,225 ) — (47,225 ) Accounts payable and accrued expenses 83,685 83,685 Interest payable 16,179 — 16,179 Income tax payable 195,362 29,522 224,884 Franchise tax payable (22,700 ) — (22,700 ) Net cash used in operating activities (372,216 ) — (372,216 ) Cash Flows from Investing Activities: Cash deposited in Trust Account for extension (1,380,000 ) — (1,380,000 ) Cash withdrawn from Trust Account to pay franchise tax and income taxes 105,836 — 105,836 Net cash provided by (used in) investing activities (1,274,164 ) — (1,274,164 ) Cash Flows from Financing Activities: Proceeds from issuance of promissory note to Bitfufu 1,480,000 — 1,480,000 Net cash provided by financing activities 1,480,000 — 1,480,000 Net Change in Cash (166,380 ) — (166,380 ) Cash, Beginning of the Period 173,789 — 173,789 Cash, End of the Period $ 7,409 $ — $ 7,409 Supplemental Disclosure of Non-cash Financing Activities Remeasurement of common stock to redemption value $ 2,465,384 $ 140,582 $ 2,605,966 Previously Reported Adjustments Restated Assets Current assets: Cash $ 158,698 $ — $ 158,698 Prepaid expenses 46,720 — 46,720 Total Current Assets 205,418 — 205,418 Investments held in Trust Account 33,185,036 129,527 33,314,563 Total Assets $ 33,390,454 $ 129,527 $ 33,519,981 Liabilities, Temporary Equity, and Stockholders’ Deficit Current liabilities: Accounts payable and accrued expenses $ 283,584 $ — $ 283,584 Interest payable 31,756 — 31,756 Franchise tax payable 13,900 — 13,900 Income tax payable 45,554 (367 ) 45,187 Excise tax payable 391,931 — 391,931 Promissory note – Bitfufu 1,930,000 — 1,930,000 Total Current Liabilities 2,696,725 (367 ) 2,696,358 Deferred underwriting fee payable 2,587,500 — 2,587,500 Total Liabilities 5,284,225 (367 ) 5,283,858 Commitments and Contingencies Common stock subject to possible redemption, 3,154,365 shares at redemption value of $10.56 per share 33,185,036 129,527 33,314,563 Stockholders’ Deficit Common stock, $0.0001 par value; 15,000,000 shares authorized; 2,001,389 shares (excluding 3,154,365 shares subject to possible redemption) issued and outstanding 200 — 200 Accumulated deficit (5,079,007 ) 367 (5,078,640 ) Total Stockholders’ Deficit (5,078,807 ) 367 (5,078,440 ) Total Liabilities, Temporary Equity, and Stockholders’ Deficit $ 33,390,454 $ 129,527 $ 33,519,981 For the Three Months Ended Previously Adjustments Restated General and administrative expenses $ 188,542 $ — $ 188,542 Franchise tax expense 9,800 — 9,800 Loss from Operations (198,342 ) — (198,342 ) Other income: Interest earned on investments held in Trust Account 763,986 (142,330 ) 621,656 Income before income taxes 565,644 (142,330 ) 423,314 Income tax provision (159,055 ) 29,889 (129,166 ) Net Income $ 406,589 $ (112,441 ) $ 294,148 Basic and diluted weighted average shares outstanding, common stock subject to possible redemption 4,800,798 — 4,800,798 Basic and diluted net income per share, common stock subject to possible redemption $ 0.10 $ (0.03 ) $ 0.07 Basic and diluted weighted average shares outstanding, non-redeemable common stock 2,001,389 — 2,001,389 Basic and diluted net loss per share, non-redeemable common stock $ (0.03 ) $ — $ (0.03 ) For the Nine Months Ended Previously Adjustments Restated General and administrative expenses $ 517,538 $ — $ 517,538 Franchise tax expense 33,900 — 33,900 Loss from Operations (551,438 ) — (551,438 ) Other income: Interest earned on investments held in Trust Account 1,955,206 (1,748 ) 1,953,458 Income before income taxes 1,403,768 (1,748 ) 1,402,020 Income tax provision (403,474 ) 367 (403,107 ) Net Income $ 1,000,294 $ (1,381 ) $ 998,913 Basic and diluted weighted average shares outstanding, common stock subject to possible redemption 6,200,266 — 6,200,266 Basic and diluted net income per share, common stock subject to possible redemption $ 0.24 $ — $ 0.24 Basic and diluted weighted average shares outstanding, non-redeemable common stock 2,001,389 — 2,001,389 Basic and diluted net loss per share, non-redeemable common stock $ (0.25 ) $ — $ (0.25 ) For the Nine Months Ended Previously Adjustments Restated Cash Flows from Operating Activities: Net income $ 1,000,294 $ (1,381 ) $ 998,913 Adjustments to reconcile net income (loss) to net cash used in operating activities: Interest earned on investments held in Trust Account (1,955,206 ) 1,748 (1,953,458 ) Changes in operating assets and liabilities: Prepaid expenses (29,884 ) — (29,884 ) Accounts payable and accrued expenses 180,520 — 180,520 Interest payable 31,756 — 31,756 Income tax payable (3,503 ) (367 ) (3,870 ) Franchise tax payable (32,900 ) — (32,900 ) Net cash used in operating activities (808,923 ) — (808,923 ) Cash Flows from Investing Activities: Cash deposited in Trust Account for extension (1,620,000 ) — (1,620,000 ) Cash withdrawn from Trust Account to pay franchise tax and income taxes 483,832 — 483,832 Cash withdrawn from Trust Account for public stockholder redemptions 39,193,137 — 39,193,137 Net cash provided by investing activities 38,056,969 — 38,056,969 Cash Flows from Financing Activities: Proceeds from issuance of promissory note to Bitfufu 1,930,000 — 1,930,000 Payment to redeemed public stockholders (39,193,137 ) — 39,193,137 Net cash used in financing activities (37,263,137 ) — (37,263,137 ) Net Change in Cash (15,091 ) — (15,091 ) Cash, Beginning of the Period 173,789 — 173,789 Cash, End of the Period $ 158,698 $ — $ 158,698 Supplemental Disclosure of Non-cash Financing Activities Remeasurement of common stock to redemption value $ 3,091,374 $ (1,748 ) $ 3,089,625 |
Significant Accounting Policies
Significant Accounting Policies | 12 Months Ended |
Sep. 30, 2023 | |
Significant Accounting Policies [Abstract] | |
Significant Accounting Policies | Note 3 — Significant Accounting Policies Basis of Presentation The accompanying audited financial statements are presented in U.S. Dollars and in conformity the U.S. GAAP and pursuant to the rules and regulations of the SEC. Accordingly, they include all of the information and footnotes required by the U.S. GAAP. In the opinion of management, all adjustments (consisting of normal accruals) considered for a fair presentation have been included. Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates In preparing these financial statements in conformity with U.S. GAAP, the Company’s management makes estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, 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. The Company had $215,059 and $173,789 in cash as of September 30, 2023 and September 30, 2022, respectively. The Company did not have any cash equivalents for both fiscal years. Investments held in Trust Account As of September 30, 2023 and 2022, the Company’s portfolio of investments is comprised of money market funds that invest in U.S. government securities. When the Company’s investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. Investments in money market funds are presented on the balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in interest earned on investments held in the Trust Account in the accompanying statements of operations. Offering Costs The Company complies with the requirements of ASC 340-10-S99-1 and SEC Staff Accounting Bulletin Topic 5A – “Expenses of Offering”. Offering costs $5,587,733 consisting primarily of underwriting, legal, accounting, registration and other expenses incurred through the balance sheet date that are directly related to the IPO and charged to shareholders’ equity upon the completion of the IPO. Warrants The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“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, whether they meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own common stock and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of equity at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded as liabilities at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations. Management concluded that warrants to be issued pursuant to the warrant agreement qualify for equity accounting treatment. Common Stock Subject to Possible Redemption The Company accounts for its common stock subject to possible redemption in accordance with the guidance in ASC Topic 480, “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption (if any) are classified as a liability instrument and are measured at fair value. Conditionally redeemable common stock (including common stock that feature redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, shares of common stock subject to possible redemption are presented at redemption value of $10.81 and $10.06 per share, as of September 30, 2023 and 2022, respectively, as temporary equity, outside of the stockholders’ deficit section of the Company’s balance sheet. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of shares of redeemable common stock are affected by charges against additional paid in capital or accumulated deficit if additional paid-in capital is zero. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution and money market funds held in the Trust Account. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 825, “Financial Instruments,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature. Net Income (Loss) per Share The Company complies with accounting and disclosure requirements of FASB ASC 260, “Earnings Per Share”. The statements of operations include a presentation of income (loss) per redeemable share and income (loss) per non-redeemable share following the two-class method of income per share. In order to determine the net income (loss) attributable to both the redeemable shares and non-redeemable shares, the Company first considered the undistributed income (loss) allocable to both the redeemable shares and non-redeemable shares and the undistributed income (loss) is calculated using the total net loss less any dividends paid. The Company then allocated the undistributed income (loss) ratably based on the weighted average number of shares outstanding between the redeemable and non-redeemable shares. Any remeasurement of the accretion to redemption value of the common shares subject to possible redemption was considered to be dividends paid to the public shareholders. As of September 30, 2023, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. As a result, diluted loss per share is the same as basic loss per share for the period presented. The net income (loss) per share presented in the statements of operations is based on the following: For the Year For the Year Net income (loss) $ 1,216,880 $ (255,901 ) Remeasurement of common stock to redemption value (1) (3,882,526 ) (14,563,839 ) Net loss including remeasurement of common stock to redemption value $ (2,665,646 ) $ (14,819,740 ) For the Year Ended Redeemable Non-redeemable Basic and diluted net income (loss) per share: Numerators: Allocation of net loss including remeasurement of common stock $ (1,947,991 ) $ (717,655 ) Remeasurement of common stock to redemption value (1) 3,882,526 — Allocation of net income (loss) $ 1,934,535 $ (717,655 ) Denominators: Weighted-average shares outstanding 5,432,532 2,001,389 Basic and diluted net income (loss) per share $ 0.36 $ (0.36 ) For the Year Ended Redeemable Non-redeemable Basic and diluted net income (loss) per share: Numerators: Allocation of net loss including remeasurement of common stock $ (11,119,406 ) $ (3,700,334 ) Remeasurement of common stock to redemption value (1) 14,563,839 — Allocation of net income (loss) $ 3,444,433 $ (3,700,334 ) Denominators: Weighted-average shares outstanding 5,893,151 1,961,132 Basic and diluted net income/(loss) per share $ 0.58 $ (1.89 ) (1) The remeasurement amount includes funds deposited into the Trust Account to extend the time for the Company to complete the Business Combination and franchise and income taxes paid out of the Trust Account. 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 statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of September 30, 2023. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company has identified the United States and the State of New York as its only “major” tax jurisdictions. 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. Recent Accounting Standards In August 2020, 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. The amendments are effective for smaller reporting companies for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. 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 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 |
Sep. 30, 2023 | |
Initial Public Offering [Abstract] | |
Initial Public Offering | Note 4 — Initial Public Offering Pursuant to the IPO on November 22, 2021, the Company sold 6,000,000 Units at $10.00 per Public Unit, generating gross proceeds of $60,000,000. The Company granted the underwriters a 45-day option to purchase up to 900,000 additional Units to cover over-allotments, if any. On November 24, 2021, the underwriters fully exercised the over-allotment option and purchased 900,000 units at a price of $10.00 per Unit, generating gross proceeds of $9,000,000. Each Public Unit consists of one share of common stock (“Public Share”), one right (“Public Right”) and one redeemable warrant (“Public Warrant”). Each Public Right will convert into one-twentieth (1/20) of one share of common stock upon the consummation of a Business Combination. Each whole Public Warrant entitles the holder to purchase three-fourths (3/4) of one share of common stock at a price of $11.50 per whole share, subject to adjustment. The warrants will become exercisable on the later of 30 days after the completion of the Company’s initial Business Combination or 15 months from the closing of the IPO, and will expire five years after the completion of the Company’s initial Business Combination or earlier upon redemption or liquidation. All of the 6,900,000 Public Shares sold as part of the Public Units in the IPO contain a redemption feature which allows for the redemption of such Public Shares if there is a stockholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s amended and restated certificate of incorporation, or in connection with the Company’s liquidation. In accordance with the SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, redemption provisions not solely within the control of the Company require common stock subject to redemption to be classified outside of permanent equity. The Company’s redeemable common stock is subject to SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99. If it is probable that the equity instrument will become redeemable, the Company has the option to either accrete changes in the redemption value over the period from the date of issuance (or from the date that it becomes probable that the instrument will become redeemable, if later) to the earliest redemption date of the instrument or to recognize changes in the redemption value immediately as they occur and adjust the carrying amount of the instrument to equal the redemption value at the end of each reporting period. The Company has elected to recognize the changes immediately. The accretion or remeasurement is treated as a deemed dividend (i.e., a reduction to retained earnings, or in absence of retained earnings, additional paid-in capital). As of September 30, 2023 and 2022, the shares of common stock subject to possible redemption reflected on the balance sheets are reconciled in the following table. Gross proceeds $ 69,000,000 Less: Proceeds allocated to Public Warrants (6,658,288 ) Proceeds allocated to Public Rights (2,726,727 ) Offering costs of Public Shares (4,760,749 ) Plus: Remeasurement of carrying value to redemption value 14,563,839 Common stock subject to possible redemption at September 30, 2022 $ 69,418,074 Remeasurement of carrying value to redemption value 3,882,526 Redemption of Public Shares (39,193,137 ) Common stock subject to possible redemption at September 30, 2023 $ 34,107,463 |
Private Placement
Private Placement | 12 Months Ended |
Sep. 30, 2023 | |
Private Placement [Abstract] | |
Private Placement | Note 5 — Private Placement Simultaneously with the closing of the IPO, the Sponsor and Chardan (and/or their designees) purchased an aggregate of 253,889 Private Units at a price of $10.00 per Private Unit for an aggregate purchase price of $2,538,886 in a private placement. Upon the closing of the Over-allotment on November 24, 2021, the Company consummated the sale of additional 22,500 Private Units with the Sponsor and Chardan at a price of $10.00 per Private Unit, generating total proceeds of $225,000. The Private Units are identical to the Public Units except with respect to certain registration rights and transfer restrictions. The proceeds from the Private Units were added to the proceeds from the IPO to be held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Units will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law), and the Private Units and all underlying securities will expire worthless. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Sep. 30, 2023 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 6 — Related Party Transactions Insider Shares On August 5, 2021, the Company issued 1,437,500 shares of common stock to the Initial Stockholders (the “Insider Shares”) for an aggregated consideration of $25,000. On October 29, 2021, the Company effected a 1.2-for-1.0 stock split of common stock, resulting in the Sponsor holding an aggregate of 1,725,000 Insider Shares, for approximately $0.014 per share, of which, up to 225,000 shares were subject to forfeiture by the Initial Stockholders to the extent that the underwriters’ over-allotment is not exercised in full, so that the Initial Stockholders will collectively own 20% of the Company’s issued and outstanding shares after the IPO. As the over-allotment option was fully exercised on November 24, 2021, no portion of the Insider Shares were subject to forfeiture. The Initial Stockholders have agreed, subject to certain limited exceptions, not to transfer, assign or sell any of their Insider Shares until, with respect to 50% of the Insider Shares, the earlier of six months after the consummation of a Business Combination and the date on which the closing price of the common stock equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period commencing after a Business Combination and, with respect to the remaining 50% of the Insider Shares, until the six months after the consummation of a Business Combination, or earlier, in either case, if, subsequent to a 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. Promissory Note — Related Party On August 5, 2021, the Sponsor agreed to loan the Company up to an aggregate amount of $300,000 to be used, in part, for transaction costs incurred in connection with the IPO (the “Promissory Note”). The Promissory Note is unsecured, interest-free and due on the earlier of March 31, 2022 or the closing the IPO. Concurrently with the IPO, the Company repaid the outstanding balance of $105,000 to the Sponsor. Administrative Services Agreement The Company entered into an administrative services agreement with the Sponsor pursuant to which the Company pays a total of $10,000 per month for office space, administrative and support services. Upon completion of the initial Business Combination or liquidation, the Company will cease paying these monthly fees. However, pursuant to the terms of such agreement, the Sponsor agreed to defer the payment of such monthly fee. Any such unpaid amount will accrue without interest and be due and payable no later than the date of the consummation of the initial Business Combination. For the years ended September 30, 2023 and 2022, the Company incurred $120,000 and $100,000 respectively, in fees for these services, of which $220,000 and $100,000 were included in accounts payable and accrued expenses in the accompanying balance sheets September 30, 2023 and 2022, respectively. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Sep. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 7 — Commitments and Contingencies Registration Rights The holders of the insider shares, the private units, securities underlying the Unit Purchase Option and any units that may be issued upon conversion of working capital loans or extension loans (and any securities underlying the private units 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 signed prior to or on the effective date of IPO requiring the Company to register such securities for resale. The holders of these securities are entitled to make up to two demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of the initial business combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Right of First Refusal The Company has granted Chardan for a period of 24 months after the date of the consummation of the Company’s Business Combination, a right of first refusal to act as book-running manager, with at least 30% of the economics, for any and all future public and private equity and debt offerings. Underwriting Agreement The Company has granted Chardan, the representative of the underwriters, a 45-day option from the date of this prospectus to purchase up to 900,000 additional Units to cover over-allotments, if any, at the IPO price less the underwriting discounts and commissions. The underwriters were paid a cash underwriting discount of 2.5% of the gross proceeds of the IPO (including the exercise of the over-allotment option), or $1,725,000. In addition, the underwriters will be entitled to a deferred fee of 3.75% of the gross proceeds of the IPO (including the exercise of the over-allotment option), or $2,587,500, which will be paid upon the closing of a Business Combination from the amounts held in the Trust Account, subject to the terms of the underwriting agreement. The underwriters will also be entitled to 0.75% of the gross proceeds of the IPO in the form of common stock of the Company at a price of $10.00 per share, to be issued if the Company closes a Business Combination. Unit Purchase Option The Company sold to Chardan (and/or its designees), for $100, an option (the “Unit Purchase Option”) to purchase 115,000 units (as the over-allotment option was fully exercised on November 24, 2021) exercisable at $11.50 per Unit (or an aggregate exercise price of $1,322,500) commencing on the later of six months from the effective date of the registration statement related to the IPO and the consummation of a Business Combination. The Unit Purchase Option may be exercised for cash or on a cashless basis, at the holder’s option, and expires five years from the effective date of the registration statement related to the IPO. The Units issuable upon exercise of the Unit Purchase Option are identical to those offered in the IPO. The Company accounts for the Unit Purchase Option, inclusive of the receipt of $100 cash payment, as an expense of the IPO resulting in a charge directly to stockholders’ equity. The option and the underlying securities that may be issued upon exercise of the option, have been deemed compensation by FINRA and are therefore subject to a 180-day lock-up pursuant to Rule 5110(e)(1) of FINRA’s NASDAQ Conduct Rules. Additionally, the option may not be sold, transferred, assigned, pledged or hypothecated for a one-year period (including the foregoing 180-day period) following the date of IPO except to any underwriter and selected dealer participating in the IPO and their bona fide officers or partners. The Unit Purchase Option grants to holders demand and “piggy back” rights for periods of five and seven years, respectively, from the effective date of the registration statement with respect to the registration under the Securities Act of the securities directly and indirectly issuable upon exercise of the Unit Purchase Option. The Company will bear all fees and expenses attendant to registering the securities, other than underwriting commissions which will be paid for by the holders themselves. Deferred Legal Fees The Company engaged a legal counsel firm for legal advisory services, and the legal counsel agreed to defer their fees in excess of $200,000. The deferred fee will become payable in the event that the Company completes a Business Combination. As of September 30, 2023 and December 31, 2022, the Company had deferred legal fees of approximately $1.62 million and none |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Sep. 30, 2023 | |
Stockholders' Equity [Abstract] | |
Stockholders’ Equity | Note 8 — Stockholders’ Equity Common Stock Rights 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, holders of the rights might not receive the shares of common stock underlying the rights. Warrants 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 the Company’s 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 our 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 the Company’s initial Business Combination, and (z) the volume weighted average trading price of the Company’s common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its 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 below will be adjusted (to the nearest cent) to be equal to 165% of the Market Value. The Company may redeem the outstanding warrants: ● in whole and not in part; ● at a price of $0.01 per warrant; ● upon a minimum of 30 days’ prior written notice of redemption, which the Company refers to as the 30-day redemption period; ● if, and only if, the last reported sale price of the Company’s common stock equals or exceeds $16.50 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the to the warrant holders. If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. 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” (defined below) by (y) the fair market value. The “fair market value” shall mean the average reported last sale price of the common stock for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants. Except as described above, no warrants will be exercisable and the Company will not be obligated to issue common stock unless at the time a holder seeks to exercise such warrant, a prospectus relating to the common stock issuable upon exercise of the warrants is current and the common stock have been registered or qualified or deemed to be exempt under the securities laws of the state of residence of the holder of the warrants. Under the terms of the warrant agreement, the Company has agreed to use its best efforts to meet these conditions and to maintain a current prospectus relating to the common stock issuable upon exercise of the warrants until the expiration of the warrants. However, the Company cannot assure that it will be able to do so and, if the Company does not maintain a current prospectus relating to the common stock issuable upon exercise of the warrants, holders will be unable to exercise their warrants and the Company will not be required to settle any such warrant exercise. If the prospectus relating to the common stock issuable upon the exercise of the warrants is not current or if the common stock is not qualified or exempt from qualification in the jurisdictions in which the holders of the warrants reside, the Company will not be required to net cash settle or cash settle the warrant exercise, the warrants may have no value, the market for the warrants may be limited and the warrants may expire worthless. The private warrants have terms and provisions that are identical to those of the warrants being sold as part of the units in the IPO except that the private warrants will be entitled to registration rights. The private warrants (including the common stock issuable upon exercise of the private warrants) will not be transferable, assignable or salable until 30 days after the completion of our initial business combination except to permitted transferees. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Sep. 30, 2023 | |
Fair Value Measurements [Abstract] | |
Fair Value Measurements | Note 9 — Fair Value Measurements The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. The following tabled present information about the Company’s assets that are measured at fair value on a recurring basis at September 30, 2023 and 2022 indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value. September 30, Quoted Significant Significant Assets Trust Account - U.S. Treasury Securities Money Market Fund $ 34,107,463 $ 34,107,463 — — September 30, Quoted Significant Significant Assets Trust Account - U.S. Treasury Securities Money Market Fund $ 69,418,075 $ 69,418,075 — — |
Income Taxes
Income Taxes | 12 Months Ended |
Sep. 30, 2023 | |
Income Taxes [Abstract] | |
Income Taxes | Note 10 — Income Taxes The Company’s net deferred tax assets are as follows: September 30, September 30, 2022 (Restated) Deferred tax asset Net operating loss carryforward $ — $ — Startup/Organization Expenses 121,704 20,294 Total deferred tax asset 121,704 20,294 Valuation allowance (121,704 ) (20,294 ) Deferred tax asset, net of allowance $ — $ — The income tax provision consists of the following: For the Year Ended September 30, 2023 For the Federal Current $ 492,735 $ 76,625 Deferred (101,410 ) (20,294 ) State Current $ — $ — Deferred — — Change in valuation allowance 101,410 20,294 Income tax provision $ 492,735 $ 76,625 A reconciliation of the Company’s statutory income tax rate to the Company’s effective income tax rate is as follows (in thousands): For the For the Income at U.S. statutory rate 21.00 % 21.00 % State taxes, net of federal benefit 0.00 % 0.00 % Transaction costs 1.89 % (52.42 )% Change in valuation allowance 5.93 % (11.30 )% 28.82 % (42.72 )% As of September 30, 2023, the Company did not have any U.S. federal and state net operating loss carryovers available to offset future taxable income. In assessing the realization of the deferred tax assets, management considers whether it is more likely than not that some portion of all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. After consideration of all of the information available, management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance. The changes in the valuation allowance were $101,410 and $20,294 for the year ended September 30, 2023 and 2022, respectively. The provisions for U.S. federal income taxes were $492,735 and $76,625 for the years ended September 30, 2023 and 2022, respectively. The Company’s tax returns for the year ended September 30, 2023, 2022 and 2021 remain open and subject to examination. |
Promissory Note to BitFuFu
Promissory Note to BitFuFu | 12 Months Ended |
Sep. 30, 2023 | |
Promissory Note to BitFuFu [Abstract] | |
Promissory Note to BitFuFu | Note 11 — Promissory Note to BitFuFu Pursuant to the Merger Agreement, on October 10, 2022, the Company issued an unsecured promissory note to BitFuFu (“BitFufu Note”) up to an aggregate amount of $2,220,000 at an interest rate of 3.5% per annum and is due initially on October 26, 2023, and subsequently extended to November 17, 2024 (see Note 1). Arisz may elect to issue a number of unregistered shares of its common stock, valued for these purposes at $10.00 per share, the aggregate value of which shall be equal to the outstanding principal amount of the Loan to the BitFuFu or its designee in lieu of paying all outstanding principal under BitFufu Note upon the maturity date. On April 24, 2023, Arisz and BitFuFu entered into Amendment No. 3 to the Merger Agreement to provide, among other things, to reduce the amount of the Loan from $2,220,000 to $1,930,000 for the purpose of funding Arisz’s extension of the time to consummate a business combination and for working capital purposes. On July 28, 2023, Arisz and BitFuFu entered into Amendment No. 4 to the Merger Agreement to provide, among other things, to increase the amount of the Loan from $1,930,000 to $4,180,000 for the purpose of funding Arisz’s extension of the time to consummate a business combination and for working capital purposes. The maturity date of the BitFufu Note was extended to November 17, 2024. As of September 30, 2023, $2,380,000 of the BitFufu Note was outstanding with an accrued interest of $51,229. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Sep. 30, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 13 — Subsequent Events The Company evaluated subsequent events and transactions that occurred after the balance sheet date through the date that the financial statements were issued. Other than described below, the Company did not identify any other subsequent events that would have required adjustment or disclosure in the financial statements. On October 18, 2023, November 17, 2023 and December 18, 2023, Arisz deposited $120,000 each time into the Trust Account to extend the period of time Arisz has to complete a business combination from October 22, 2023 to January 22, 2024. On October 30, 2023, Arisz received $450,000, the fifth installment of the Loan, from BitFuFu. On November 15, 2023, Arisz entered into Amendment No. 1 to the Investment Management Trust Agreement, dated as of November 17, 2021, by and between the Company and Continental Stock Transfer & Trust Company, to allow for the funds in the Trust Account to be held in an interest-bearing bank demand deposit account. In addition, in order to mitigate the potential risks of being deemed to have been operating as an unregistered investment company for purposes of the Investment Company Act of 1940, as amended (the “Investment Company Act”), the Company has determined to instruct Continental Stock Transfer & Trust Company, to liquidate the U.S. government treasury obligations and money market funds held in the Trust Account and to hold all funds in the Trust Account in cash in an interest-bearing bank demand deposit account until the earlier of consummation of the Company’s initial business combination or liquidation. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 12 Months Ended |
Sep. 30, 2023 | |
Significant Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying audited financial statements are presented in U.S. Dollars and in conformity the U.S. GAAP and pursuant to the rules and regulations of the SEC. Accordingly, they include all of the information and footnotes required by the U.S. GAAP. In the opinion of management, all adjustments (consisting of normal accruals) considered for a fair presentation have been included. |
Emerging Growth Company Status | Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. |
Use of Estimates | Use of Estimates In preparing these financial statements in conformity with U.S. GAAP, the Company’s management makes estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, 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. The Company had $215,059 and $173,789 in cash as of September 30, 2023 and September 30, 2022, respectively. The Company did not have any cash equivalents for both fiscal years. |
Investments held in Trust Account | Investments held in Trust Account As of September 30, 2023 and 2022, the Company’s portfolio of investments is comprised of money market funds that invest in U.S. government securities. When the Company’s investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. Investments in money market funds are presented on the balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in interest earned on investments held in the Trust Account in the accompanying statements of operations. |
Offering Costs | Offering Costs The Company complies with the requirements of ASC 340-10-S99-1 and SEC Staff Accounting Bulletin Topic 5A – “Expenses of Offering”. Offering costs $5,587,733 consisting primarily of underwriting, legal, accounting, registration and other expenses incurred through the balance sheet date that are directly related to the IPO and charged to shareholders’ equity upon the completion of the IPO. |
Warrants | Warrants The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“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, whether they meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own common stock and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of equity at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded as liabilities at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations. Management concluded that warrants to be issued pursuant to the warrant agreement qualify for equity accounting treatment. |
Common Stock Subject to Possible Redemption | Common Stock Subject to Possible Redemption The Company accounts for its common stock subject to possible redemption in accordance with the guidance in ASC Topic 480, “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption (if any) are classified as a liability instrument and are measured at fair value. Conditionally redeemable common stock (including common stock that feature redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, shares of common stock subject to possible redemption are presented at redemption value of $10.81 and $10.06 per share, as of September 30, 2023 and 2022, respectively, as temporary equity, outside of the stockholders’ deficit section of the Company’s balance sheet. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of shares of redeemable common stock are affected by charges against additional paid in capital or accumulated deficit if additional paid-in capital is zero. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution and money market funds held in the Trust Account. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 825, “Financial Instruments,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature. |
Net Income (Loss) per Share | Net Income (Loss) per Share The Company complies with accounting and disclosure requirements of FASB ASC 260, “Earnings Per Share”. The statements of operations include a presentation of income (loss) per redeemable share and income (loss) per non-redeemable share following the two-class method of income per share. In order to determine the net income (loss) attributable to both the redeemable shares and non-redeemable shares, the Company first considered the undistributed income (loss) allocable to both the redeemable shares and non-redeemable shares and the undistributed income (loss) is calculated using the total net loss less any dividends paid. The Company then allocated the undistributed income (loss) ratably based on the weighted average number of shares outstanding between the redeemable and non-redeemable shares. Any remeasurement of the accretion to redemption value of the common shares subject to possible redemption was considered to be dividends paid to the public shareholders. As of September 30, 2023, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. As a result, diluted loss per share is the same as basic loss per share for the period presented. The net income (loss) per share presented in the statements of operations is based on the following: For the Year For the Year Net income (loss) $ 1,216,880 $ (255,901 ) Remeasurement of common stock to redemption value (1) (3,882,526 ) (14,563,839 ) Net loss including remeasurement of common stock to redemption value $ (2,665,646 ) $ (14,819,740 ) For the Year Ended Redeemable Non-redeemable Basic and diluted net income (loss) per share: Numerators: Allocation of net loss including remeasurement of common stock $ (1,947,991 ) $ (717,655 ) Remeasurement of common stock to redemption value (1) 3,882,526 — Allocation of net income (loss) $ 1,934,535 $ (717,655 ) Denominators: Weighted-average shares outstanding 5,432,532 2,001,389 Basic and diluted net income (loss) per share $ 0.36 $ (0.36 ) For the Year Ended Redeemable Non-redeemable Basic and diluted net income (loss) per share: Numerators: Allocation of net loss including remeasurement of common stock $ (11,119,406 ) $ (3,700,334 ) Remeasurement of common stock to redemption value (1) 14,563,839 — Allocation of net income (loss) $ 3,444,433 $ (3,700,334 ) Denominators: Weighted-average shares outstanding 5,893,151 1,961,132 Basic and diluted net income/(loss) per share $ 0.58 $ (1.89 ) (1) The remeasurement amount includes funds deposited into the Trust Account to extend the time for the Company to complete the Business Combination and franchise and income taxes paid out of the Trust Account. |
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 statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of September 30, 2023. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company has identified the United States and the State of New York as its only “major” tax jurisdictions. 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. |
Recent Accounting Standards | Recent Accounting Standards In August 2020, 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. The amendments are effective for smaller reporting companies for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. 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 recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. |
Restatement of Previously Iss_2
Restatement of Previously Issued Financial Statements (Tables) | 12 Months Ended |
Sep. 30, 2023 | |
Condensed Financial Information Disclosure [Abstract] | |
Schedule of Restatement Adjustment of Balance Sheet | Previously Adjustments Restated Assets Current assets: Cash $ 173,789 $ — $ 173,789 Prepaid expenses 16,836 — 16,836 Total Current Assets 190,625 190,625 Investments held in Trust Account 69,286,800 131,275 69,418,075 Total Assets $ 69,477,425 $ 131,275 $ 69,608,700 Liabilities, Temporary Equity, and Stockholders’ Deficit Current liabilities: Accounts payable and accrued expenses $ 103,063 $ — $ 103,063 Franchise tax payable 46,800 — 46,800 Income tax payable 49,057 27,568 76,625 Total Current Liabilities 198,920 27,568 226,488 Deferred underwriting fee payable 2,587,500 — 2,587,500 Total Liabilities 2,786,420 27,568 2,813,988 Commitments and Contingencies Common stock subject to possible redemption, 6,900,000 shares at redemption value of $10.06 per share 69,286,800 131,275 69,418,075 Stockholders’ Deficit Common stock, $0.0001 par value; 15,000,000 shares authorized; 2,001,389 shares (excluding 6,900,000 shares subject to possible redemption) issued and outstanding 200 — 200 Accumulated deficit (2,595,995 ) (27,568 ) (2,623,563 ) Total Stockholders’ Deficit (2,595,795 ) (27,568 ) (2,623,363 ) Total Liabilities, Temporary Equity, and Stockholders’ Deficit $ 69,477,425 $ 131,275 $ 69,608,700 Previously Adjustments Restated Assets Current assets: Cash $ 165,606 $ — $ 165,606 Prepaid expenses 11,145 — 11,145 Total Current Assets 176,751 — 176,751 Investments held in Trust Account 70,463,045 226,316 70,689,361 Total Assets $ 70,639,796 $ 226,316 $ 70,866,112 Liabilities, Temporary Equity, and Stockholders’ Deficit Current liabilities: Accounts payable and accrued expenses $ 221,982 $ — $ 221,982 Interest payable 4,825 — 4,825 Franchise tax payable 58,800 — 58,800 Income tax payable 148,310 19,959 168,269 Promissory note – Bitfufu 740,000 — 740,000 Total Current Liabilities 1,173,917 19,959 1,193,876 Deferred underwriting fee payable 2,587,500 — 2,587,500 Total Liabilities 3,761,417 19,959 3,781,376 Commitments and Contingencies Common stock subject to possible redemption, 6,900,000 shares at redemption value of $10.24 per share 70,463,045 226,316 70,689,361 Stockholders’ Deficit Common stock, $0.0001 par value; 15,000,000 shares authorized; 2,001,389 shares (excluding 6,900,000 shares subject to possible redemption) issued and outstanding 200 — 200 Accumulated deficit (3,584,866 ) (19,959 ) (3,604,825 ) Total Stockholders’ Deficit (3,584,666 ) (19,959 ) (3,604,625 ) Total Liabilities, Temporary Equity, and Stockholders’ Deficit $ 70,639,796 $ 226,316 $ 70,866,112 Previously Reported Adjustments Restated Assets Current assets: Cash $ 7,409 $ — $ 7,409 Prepaid expenses 64,061 — 64,061 Total Current Assets 71,470 — 71,470 Investments held in Trust Account 71,752,184 271,857 72,024,041 Total Assets $ 71,823,654 $ 271,857 $ 72,095,511 Liabilities, Temporary Equity, and Stockholders’ Deficit Current liabilities: Accounts payable and accrued expenses $ 186,748 $ — $ 186,748 Interest payable 16,179 — 16,179 Franchise tax payable 24,100 — 24,100 Income tax payable 244,419 29,522 273,941 Promissory note – Bitfufu 1,480,000 — 1,480,000 Total Current Liabilities 1,951,446 29,522 1,980,968 Deferred underwriting fee payable 2,587,500 — 2,587,500 Total Liabilities 4,538,946 29,522 4,568,468 Commitments and Contingencies Common stock subject to possible redemption, 6,900,000 shares at redemption value of $10.44 per share 71,752,184 271,857 72,024,041 Stockholders’ Deficit Common stock, $0.0001 par value; 15,000,000 shares authorized; 2,001,389 shares (excluding 6,900,000 shares subject to possible redemption) issued and outstanding 200 — 200 Accumulated deficit (4,467,676 ) (29,522 ) (4,497,198 ) Total Stockholders’ Deficit (4,467,476 ) (29,522 ) (4,496,998 ) Total Liabilities, Temporary Equity, and Stockholders’ Deficit $ 71,823,654 $ 271,857 $ 72,095,511 Previously Reported Adjustments Restated Assets Current assets: Cash $ 158,698 $ — $ 158,698 Prepaid expenses 46,720 — 46,720 Total Current Assets 205,418 — 205,418 Investments held in Trust Account 33,185,036 129,527 33,314,563 Total Assets $ 33,390,454 $ 129,527 $ 33,519,981 Liabilities, Temporary Equity, and Stockholders’ Deficit Current liabilities: Accounts payable and accrued expenses $ 283,584 $ — $ 283,584 Interest payable 31,756 — 31,756 Franchise tax payable 13,900 — 13,900 Income tax payable 45,554 (367 ) 45,187 Excise tax payable 391,931 — 391,931 Promissory note – Bitfufu 1,930,000 — 1,930,000 Total Current Liabilities 2,696,725 (367 ) 2,696,358 Deferred underwriting fee payable 2,587,500 — 2,587,500 Total Liabilities 5,284,225 (367 ) 5,283,858 Commitments and Contingencies Common stock subject to possible redemption, 3,154,365 shares at redemption value of $10.56 per share 33,185,036 129,527 33,314,563 Stockholders’ Deficit Common stock, $0.0001 par value; 15,000,000 shares authorized; 2,001,389 shares (excluding 3,154,365 shares subject to possible redemption) issued and outstanding 200 — 200 Accumulated deficit (5,079,007 ) 367 (5,078,640 ) Total Stockholders’ Deficit (5,078,807 ) 367 (5,078,440 ) Total Liabilities, Temporary Equity, and Stockholders’ Deficit $ 33,390,454 $ 129,527 $ 33,519,981 |
Schedule of Restatement Adjustment of Operations | For the Year Ended Previously Adjustments Restated General and administrative expenses $ 544,157 $ — $ 544,157 Franchise tax expense 53,194 — 53,194 Loss from Operations (597,351 ) — (597,351 ) Other income: Interest earned on investments held in Trust Account 286,800 131,275 418,075 Income before income taxes (310,551 ) 131,275 (179,276 ) Income tax provision (49,057 ) (27,568 ) (76,625 ) Net loss $ (359,608 ) $ 103,707 $ (255,901 ) Basic and diluted weighted average shares outstanding, common stock subject to possible redemption 5,893,151 — 5,893,151 Basic and diluted net income per share, common stock subject to possible redemption $ 0.57 $ 0.01 $ 0.58 Basic and diluted weighted average shares outstanding, non-redeemable common stock 1,961,132 — 1,961,132 Basic and diluted net loss per share, non-redeemable common stock $ (1.88 ) $ (0.01 ) $ (1.89 ) For the Three Months Ended Previously Adjustments Restated General and administrative expenses $ 187,618 $ — $ 187,618 Franchise tax expense 12,000 — 12,000 Loss from Operations (199,618 ) — (199,618 ) Other income: Interest earned on investments held in Trust Account 486,246 95,041 581,287 Income before income taxes 286,628 95,041 381,669 Income tax provision (99,253 ) (19,959 ) (119,212 ) Net Income $ 187,375 $ 75,082 $ 262,457 Basic and diluted weighted average shares outstanding, common stock subject to possible redemption 6,900,000 — 6,900,000 Basic and diluted net income per share, common stock subject to possible redemption $ 0.06 $ 0.01 $ 0.07 Basic and diluted weighted average shares outstanding, non-redeemable common stock 2,001,389 — 2,001,389 Basic and diluted net loss per share, non-redeemable common stock $ (0.11 ) $ — $ (0.11 ) For the Three Months Ended Previously Reported Adjustments Restated General and administrative expenses $ 141,380 $ — $ 141,380 Franchise tax expense 12,100 — 12,100 Loss from Operations (153,480 ) — (153,480 ) Other income: Interest earned on investments held in Trust Account 704,974 45,541 750,515 Income before income taxes 551,494 45,541 597,035 Income tax provision (145,166 ) (9,564 ) (154,730 ) Net Income $ 406,328 $ 35,977 $ 442,305 Basic and diluted weighted average shares outstanding, common stock subject to possible redemption 6,900,000 — 6,900,000 Basic and diluted net income per share, common stock subject to possible redemption $ 0.09 $ — $ 0.09 Basic and diluted weighted average shares outstanding, non-redeemable common stock 2,001,389 — 2,001,389 Basic and diluted net loss per share, non-redeemable common stock $ (0.10 ) $ — $ (0.10 ) For the Six Months Ended Previously Adjustments Restated General and administrative expenses $ 328,998 $ — $ 328,998 Franchise tax expenses 24,100 — 24,100 Loss from Operations (353,098 ) — (353,098 ) Other income: Interest earned on investments held in Trust Account 1,191,220 140,582 1,331,802 Income before income taxes 838,122 140,582 978,704 Income tax provision (244,419 ) (29,522 ) (273,941 ) Net Income $ 593,703 $ 111,060 $ 704,763 Basic and diluted weighted average shares outstanding, common stock subject to possible redemption 6,900,000 — 6,900,000 Basic and diluted net income per share, common stock subject to possible redemption $ 0.15 $ 0.01 $ 0.16 Basic and diluted weighted average shares outstanding, non-redeemable common stock 2,001,389 — 2,001,389 Basic and diluted net loss per share, non-redeemable common stock $ (0.21 ) $ — $ (0.21 ) For the Three Months Ended Previously Adjustments Restated General and administrative expenses $ 188,542 $ — $ 188,542 Franchise tax expense 9,800 — 9,800 Loss from Operations (198,342 ) — (198,342 ) Other income: Interest earned on investments held in Trust Account 763,986 (142,330 ) 621,656 Income before income taxes 565,644 (142,330 ) 423,314 Income tax provision (159,055 ) 29,889 (129,166 ) Net Income $ 406,589 $ (112,441 ) $ 294,148 Basic and diluted weighted average shares outstanding, common stock subject to possible redemption 4,800,798 — 4,800,798 Basic and diluted net income per share, common stock subject to possible redemption $ 0.10 $ (0.03 ) $ 0.07 Basic and diluted weighted average shares outstanding, non-redeemable common stock 2,001,389 — 2,001,389 Basic and diluted net loss per share, non-redeemable common stock $ (0.03 ) $ — $ (0.03 ) For the Nine Months Ended Previously Adjustments Restated General and administrative expenses $ 517,538 $ — $ 517,538 Franchise tax expense 33,900 — 33,900 Loss from Operations (551,438 ) — (551,438 ) Other income: Interest earned on investments held in Trust Account 1,955,206 (1,748 ) 1,953,458 Income before income taxes 1,403,768 (1,748 ) 1,402,020 Income tax provision (403,474 ) 367 (403,107 ) Net Income $ 1,000,294 $ (1,381 ) $ 998,913 Basic and diluted weighted average shares outstanding, common stock subject to possible redemption 6,200,266 — 6,200,266 Basic and diluted net income per share, common stock subject to possible redemption $ 0.24 $ — $ 0.24 Basic and diluted weighted average shares outstanding, non-redeemable common stock 2,001,389 — 2,001,389 Basic and diluted net loss per share, non-redeemable common stock $ (0.25 ) $ — $ (0.25 ) |
Schedule of Restatement Adjustment of Cash Flow | For the Year Ended Previously Adjustments Restated Cash Flows from Operating Activities: Net loss $ (359,608 ) $ 103,707 $ (255,901 ) Adjustments to reconcile net income (loss) to net cash used in operating activities: Interest earned on investments held in Trust Account (286,800 ) (131,275 ) (418,075 ) Changes in operating assets and liabilities: Prepaid expenses (16,836 ) — (16,836 ) Accounts payable and accrued expenses 82,573 — 82,573 Income tax payable 49,057 — 49,057 Franchise tax payable 46,800 27,568 76,625 Net cash used in operating activities (484,814 ) — (484,814 ) Cash Flows from Investing Activities: Purchase of investment held in Trust Account (69,000,000 ) — (69,000,000 ) Net cash used in investing activities (69,000,000 ) — (69,000,000 ) Cash Flows from Financing Activities: Proceeds from sale of public units through public offering 69,000,000 — 69,000,000 Proceeds from sale of private placement units 2,763,886 — 2,763,886 Proceeds from sale of unit purchase option 100 — 100 Repayment of promissory note to related party (105,000 ) — (105,000 ) Payment of underwriters’ commissions (1,725,000 ) — (1,725,000 ) Payment of deferred offering costs (350,383 ) — (350,383 ) Net cash provided by financing activities 69,583,603 — 69,583,603 Net Change in Cash 98,789 — 98,789 Cash, Beginning of the Year 75,000 — 75,000 Cash, End of the Year $ 173,789 $ — $ 173,789 Supplemental Disclosure of Non-cash Financing Activities Initial classification of common stock subject to redemption $ 59,614,985 $ — $ 59,614,985 Deferred underwriting fee $ 2,587,500 $ — $ 2,587,500 Remeasurement of common stock to redemption value $ 14,432,564 $ 131,275 $ 14,563,839 For the Three Months Ended Previously Adjustments Restated Cash Flows from Operating Activities: Net income $ 187,375 $ 75,082 $ 262,457 Adjustments to reconcile net income (loss) to net cash used in operating activities: Interest earned on investments held in Trust Account (486,246 ) (95,041 ) (581,287 ) Changes in operating assets and liabilities: Prepaid expenses 5,691 — 5,691 Accounts payable and accrued expenses 118,919 — 118,919 Interest payable 4,825 — 4,825 Income tax payable 99,253 19,959 119,212 Franchise tax payable 12,000 — 46,800 Net cash used in operating activities (58,183 ) — (58,183 ) Cash Flows from Investing Activities: Cash deposited in Trust Account for extension (690,000 ) — (690,000 ) Net cash provided by (used in) investing activities (690,000 ) — (690,000 ) Cash Flows from Financing Activities: Proceeds from issuance of promissory note to Bitfufu 740,000 — 740,000 Net cash provided by (used in) financing activities 740,000 — 740,000 Net Change in Cash (8,183 ) — (8,183 ) Cash, Beginning of the Period 173,789 — 173,789 Cash, End of the Period $ 165,606 $ — $ 165,606 Supplemental Disclosure of Non-cash Financing Activities Deferred underwriting fee $ 2,587,500 $ — $ 2,587,500 Remeasurement of common stock to redemption value $ 1,176,246 $ 95,041 $ 1,271,287 For the Six Months Ended Previously Adjustments Restated Cash Flows from Operating Activities: Net income $ 593,703 $ 111,060 $ 704,763 Adjustments to reconcile net income (loss) to net cash used in operating activities: Interest earned on investments held in Trust Account (1,191,220 ) (140,582 ) (1,331,802 ) Changes in operating assets and liabilities: Prepaid expenses (47,225 ) — (47,225 ) Accounts payable and accrued expenses 83,685 83,685 Interest payable 16,179 — 16,179 Income tax payable 195,362 29,522 224,884 Franchise tax payable (22,700 ) — (22,700 ) Net cash used in operating activities (372,216 ) — (372,216 ) Cash Flows from Investing Activities: Cash deposited in Trust Account for extension (1,380,000 ) — (1,380,000 ) Cash withdrawn from Trust Account to pay franchise tax and income taxes 105,836 — 105,836 Net cash provided by (used in) investing activities (1,274,164 ) — (1,274,164 ) Cash Flows from Financing Activities: Proceeds from issuance of promissory note to Bitfufu 1,480,000 — 1,480,000 Net cash provided by financing activities 1,480,000 — 1,480,000 Net Change in Cash (166,380 ) — (166,380 ) Cash, Beginning of the Period 173,789 — 173,789 Cash, End of the Period $ 7,409 $ — $ 7,409 Supplemental Disclosure of Non-cash Financing Activities Remeasurement of common stock to redemption value $ 2,465,384 $ 140,582 $ 2,605,966 For the Nine Months Ended Previously Adjustments Restated Cash Flows from Operating Activities: Net income $ 1,000,294 $ (1,381 ) $ 998,913 Adjustments to reconcile net income (loss) to net cash used in operating activities: Interest earned on investments held in Trust Account (1,955,206 ) 1,748 (1,953,458 ) Changes in operating assets and liabilities: Prepaid expenses (29,884 ) — (29,884 ) Accounts payable and accrued expenses 180,520 — 180,520 Interest payable 31,756 — 31,756 Income tax payable (3,503 ) (367 ) (3,870 ) Franchise tax payable (32,900 ) — (32,900 ) Net cash used in operating activities (808,923 ) — (808,923 ) Cash Flows from Investing Activities: Cash deposited in Trust Account for extension (1,620,000 ) — (1,620,000 ) Cash withdrawn from Trust Account to pay franchise tax and income taxes 483,832 — 483,832 Cash withdrawn from Trust Account for public stockholder redemptions 39,193,137 — 39,193,137 Net cash provided by investing activities 38,056,969 — 38,056,969 Cash Flows from Financing Activities: Proceeds from issuance of promissory note to Bitfufu 1,930,000 — 1,930,000 Payment to redeemed public stockholders (39,193,137 ) — 39,193,137 Net cash used in financing activities (37,263,137 ) — (37,263,137 ) Net Change in Cash (15,091 ) — (15,091 ) Cash, Beginning of the Period 173,789 — 173,789 Cash, End of the Period $ 158,698 $ — $ 158,698 Supplemental Disclosure of Non-cash Financing Activities Remeasurement of common stock to redemption value $ 3,091,374 $ (1,748 ) $ 3,089,625 |
Significant Accounting Polici_2
Significant Accounting Policies (Tables) | 12 Months Ended |
Sep. 30, 2023 | |
Significant Accounting Policies [Abstract] | |
Schedule of Net Income (Loss) Per Share | For the Year For the Year Net income (loss) $ 1,216,880 $ (255,901 ) Remeasurement of common stock to redemption value (1) (3,882,526 ) (14,563,839 ) Net loss including remeasurement of common stock to redemption value $ (2,665,646 ) $ (14,819,740 ) (1) The remeasurement amount includes funds deposited into the Trust Account to extend the time for the Company to complete the Business Combination and franchise and income taxes paid out of the Trust Account. |
Schedule of Basic and Diluted Net Income (Loss) Per Share | For the Year Ended Redeemable Non-redeemable Basic and diluted net income (loss) per share: Numerators: Allocation of net loss including remeasurement of common stock $ (1,947,991 ) $ (717,655 ) Remeasurement of common stock to redemption value (1) 3,882,526 — Allocation of net income (loss) $ 1,934,535 $ (717,655 ) Denominators: Weighted-average shares outstanding 5,432,532 2,001,389 Basic and diluted net income (loss) per share $ 0.36 $ (0.36 ) For the Year Ended Redeemable Non-redeemable Basic and diluted net income (loss) per share: Numerators: Allocation of net loss including remeasurement of common stock $ (11,119,406 ) $ (3,700,334 ) Remeasurement of common stock to redemption value (1) 14,563,839 — Allocation of net income (loss) $ 3,444,433 $ (3,700,334 ) Denominators: Weighted-average shares outstanding 5,893,151 1,961,132 Basic and diluted net income/(loss) per share $ 0.58 $ (1.89 ) (1) The remeasurement amount includes funds deposited into the Trust Account to extend the time for the Company to complete the Business Combination and franchise and income taxes paid out of the Trust Account. |
Initial Public Offering (Tables
Initial Public Offering (Tables) | 12 Months Ended |
Sep. 30, 2023 | |
Initial Public Offering [Abstract] | |
Schedule of Common Stock Reflected on the Balance Sheets | As of September 30, 2023 and 2022, the shares of common stock subject to possible redemption reflected on the balance sheets are reconciled in the following table. Gross proceeds $ 69,000,000 Less: Proceeds allocated to Public Warrants (6,658,288 ) Proceeds allocated to Public Rights (2,726,727 ) Offering costs of Public Shares (4,760,749 ) Plus: Remeasurement of carrying value to redemption value 14,563,839 Common stock subject to possible redemption at September 30, 2022 $ 69,418,074 Remeasurement of carrying value to redemption value 3,882,526 Redemption of Public Shares (39,193,137 ) Common stock subject to possible redemption at September 30, 2023 $ 34,107,463 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Sep. 30, 2023 | |
Fair Value Measurements [Abstract] | |
Schedule of Fair Value on a Recurring Basis | The following tabled present information about the Company’s assets that are measured at fair value on a recurring basis at September 30, 2023 and 2022 indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value. September 30, Quoted Significant Significant Assets Trust Account - U.S. Treasury Securities Money Market Fund $ 34,107,463 $ 34,107,463 — — September 30, Quoted Significant Significant Assets Trust Account - U.S. Treasury Securities Money Market Fund $ 69,418,075 $ 69,418,075 — — |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Sep. 30, 2023 | |
Income Taxes [Abstract] | |
Schedule of Net Deferred Tax Assets | The Company’s net deferred tax assets are as follows: September 30, September 30, 2022 (Restated) Deferred tax asset Net operating loss carryforward $ — $ — Startup/Organization Expenses 121,704 20,294 Total deferred tax asset 121,704 20,294 Valuation allowance (121,704 ) (20,294 ) Deferred tax asset, net of allowance $ — $ — |
Schedule of Income Tax Provision | The income tax provision consists of the following: For the Year Ended September 30, 2023 For the Federal Current $ 492,735 $ 76,625 Deferred (101,410 ) (20,294 ) State Current $ — $ — Deferred — — Change in valuation allowance 101,410 20,294 Income tax provision $ 492,735 $ 76,625 |
Schedule of Reconciliation of Effective Income Tax Rate | A reconciliation of the Company’s statutory income tax rate to the Company’s effective income tax rate is as follows (in thousands): For the For the Income at U.S. statutory rate 21.00 % 21.00 % State taxes, net of federal benefit 0.00 % 0.00 % Transaction costs 1.89 % (52.42 )% Change in valuation allowance 5.93 % (11.30 )% 28.82 % (42.72 )% |
Organization and Business Ope_2
Organization and Business Operation (Details) - USD ($) | 12 Months Ended | |||||||||||||||||||
Jul. 28, 2023 | May 11, 2023 | Jan. 20, 2023 | Oct. 26, 2022 | Oct. 24, 2022 | Nov. 24, 2021 | Nov. 22, 2021 | Aug. 05, 2021 | Sep. 30, 2023 | Sep. 30, 2022 | Jan. 22, 2024 | May 22, 2023 | Apr. 25, 2023 | Apr. 24, 2023 | Feb. 09, 2023 | Nov. 09, 2022 | Oct. 13, 2022 | Oct. 10, 2022 | Jul. 14, 2022 | Oct. 29, 2021 | |
Organization and Business Operation [Line Items] | ||||||||||||||||||||
Subscribe amount | $ 2,000,000 | $ 1,250,000 | ||||||||||||||||||
Common stock par value (in Dollars per share) | $ 10.81 | $ 10.06 | ||||||||||||||||||
Loan amount | $ 450,000 | |||||||||||||||||||
Unsecured promissory note interest rate | 3.50% | |||||||||||||||||||
Deposited trust account | $ 120,000 | $ 34,107,463 | $ 69,418,075 | $ 690,000 | ||||||||||||||||
Redeemable common stock per share (in Dollars per share) | $ 0.1 | $ 0.014 | ||||||||||||||||||
Contributes to Trust Account | $ 120,000 | |||||||||||||||||||
Sponsor deposit amount | $ 120,000 | |||||||||||||||||||
Share price | $ 39,180,000 | |||||||||||||||||||
Offering price per share (in Dollars per share) | $ 10.46 | |||||||||||||||||||
Stock value outstanding amount | $ 33,020,000 | |||||||||||||||||||
Aggregate amount | 120,000 | |||||||||||||||||||
Loan installment amount | $ 360,000 | |||||||||||||||||||
Related party loan evidenced by promissory note | $ 105,000 | 2,380,000 | ||||||||||||||||||
Underwriting fees | 1,725,000 | |||||||||||||||||||
Other offering costs | $ 1,275,233 | |||||||||||||||||||
Price per share (in Dollars per share) | $ 10 | |||||||||||||||||||
Fair market value, percentage | 80% | |||||||||||||||||||
Income earned, percentage | 80% | |||||||||||||||||||
Trust account balance, percentage | 80% | |||||||||||||||||||
Business combination, description | If the Company is no longer listed on NASDAQ, it will not be required to satisfy the 80% test. | |||||||||||||||||||
Net tangible assets | $ 5,000,001 | |||||||||||||||||||
Per share value of the assets (in Dollars per share) | $ 10 | |||||||||||||||||||
Cash | $ 215,059 | |||||||||||||||||||
Working capital deficit | $ 2,911,056 | |||||||||||||||||||
Excise tax | 1% | |||||||||||||||||||
Exercise tax liability | $ 391,931 | |||||||||||||||||||
Maximum [Member] | ||||||||||||||||||||
Organization and Business Operation [Line Items] | ||||||||||||||||||||
Loan amount | 2,220,000 | |||||||||||||||||||
Minimum [Member] | ||||||||||||||||||||
Organization and Business Operation [Line Items] | ||||||||||||||||||||
Loan amount | $ 1,930,000 | |||||||||||||||||||
U.S. federal [Member] | ||||||||||||||||||||
Organization and Business Operation [Line Items] | ||||||||||||||||||||
Excise tax | 1% | |||||||||||||||||||
BitFuFu [Member] | ||||||||||||||||||||
Organization and Business Operation [Line Items] | ||||||||||||||||||||
Loan amount | $ 2,220,000 | |||||||||||||||||||
Shares issued (in Shares) | 400,000 | |||||||||||||||||||
Third installment loan received | $ 450,000 | |||||||||||||||||||
Loan [Member] | ||||||||||||||||||||
Organization and Business Operation [Line Items] | ||||||||||||||||||||
Installments amount | $ 740,000 | $ 740,000 | $ 740,000 | |||||||||||||||||
IPO [Member] | ||||||||||||||||||||
Organization and Business Operation [Line Items] | ||||||||||||||||||||
Offering price per share (in Dollars per share) | $ 10 | |||||||||||||||||||
Aggregate amount | $ 300,000 | |||||||||||||||||||
Shares issued (in Shares) | 6,000,000 | |||||||||||||||||||
Generating gross proceeds | $ 60,000,000 | |||||||||||||||||||
Over-Allotment Option [Member] | ||||||||||||||||||||
Organization and Business Operation [Line Items] | ||||||||||||||||||||
Offering price per share (in Dollars per share) | $ 10 | |||||||||||||||||||
Shares issued (in Shares) | 900,000 | 900,000 | ||||||||||||||||||
Generating gross proceeds | $ 9,000,000 | |||||||||||||||||||
Additional private units | $ 69,000,000 | |||||||||||||||||||
Price per share (in Dollars per share) | $ 10 | |||||||||||||||||||
Private Units [Member] | ||||||||||||||||||||
Organization and Business Operation [Line Items] | ||||||||||||||||||||
Offering price per share (in Dollars per share) | $ 10 | |||||||||||||||||||
Shares issued (in Shares) | 22,500 | |||||||||||||||||||
Generating gross proceeds | $ 225,000 | |||||||||||||||||||
Public Shares [Member] | ||||||||||||||||||||
Organization and Business Operation [Line Items] | ||||||||||||||||||||
Price per share (in Dollars per share) | $ 10 | |||||||||||||||||||
Aggregate percentage | 20% | |||||||||||||||||||
Class A Ordinary Shares [Member] | ||||||||||||||||||||
Organization and Business Operation [Line Items] | ||||||||||||||||||||
Common stock par value (in Dollars per share) | $ 0.0001 | |||||||||||||||||||
Common Stock [Member] | ||||||||||||||||||||
Organization and Business Operation [Line Items] | ||||||||||||||||||||
Common stock par value (in Dollars per share) | $ 10 | |||||||||||||||||||
Common stock redemption (in Shares) | 3,745,635 | |||||||||||||||||||
Common stock outstanding (in Shares) | 5,155,754 | |||||||||||||||||||
Business Combination [Member] | ||||||||||||||||||||
Organization and Business Operation [Line Items] | ||||||||||||||||||||
Trust account | $ 120,000 | |||||||||||||||||||
Transaction costs | 5,587,733 | |||||||||||||||||||
Deferred underwriting fees | $ 2,587,500 | |||||||||||||||||||
Public per share (in Dollars per share) | $ 10 | |||||||||||||||||||
Aggregate percentage | 100% | |||||||||||||||||||
Business Combination [Member] | Forecast [Member] | ||||||||||||||||||||
Organization and Business Operation [Line Items] | ||||||||||||||||||||
Deposited trust account | $ 120,000 | |||||||||||||||||||
Arisz [Member] | ||||||||||||||||||||
Organization and Business Operation [Line Items] | ||||||||||||||||||||
Deposited trust account | $ 690,000 | |||||||||||||||||||
Redeemable common stock per share (in Dollars per share) | $ 0.1 | |||||||||||||||||||
Sponsor and Chardan Capital Markets LLC [Member] | ||||||||||||||||||||
Organization and Business Operation [Line Items] | ||||||||||||||||||||
Offering price per share (in Dollars per share) | $ 10 | |||||||||||||||||||
Shares issued (in Shares) | 253,889 | |||||||||||||||||||
Generating gross proceeds | $ 2,538,886 |
Significant Accounting Polici_3
Significant Accounting Policies (Details) - USD ($) | Sep. 30, 2023 | Sep. 30, 2022 |
Significant Accounting Policies [Line Items] | ||
Cash and cash equivalents | $ 215,059 | $ 173,789 |
Temporary equity, par value (in Dollars per share) | $ 10.81 | $ 10.06 |
Initial Public Offering [Member] | ||
Significant Accounting Policies [Line Items] | ||
Offering costs | $ 5,587,733 |
Significant Accounting Polici_4
Significant Accounting Policies (Details) - Schedule of Net Income (Loss) Per Share - USD ($) | 12 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | ||
Schedule Of Net Income Loss Per Share Abstract | |||
Net income (loss) | $ 1,216,880 | $ (255,901) | |
Remeasurement of common stock to redemption value | [1] | (3,882,526) | (14,563,839) |
Net loss including remeasurement of common stock to redemption value | $ (2,665,646) | $ (14,819,740) | |
[1]The remeasurement amount includes funds deposited into the Trust Account to extend the time for the Company to complete the Business Combination and franchise and income taxes paid out of the Trust Account. |
Significant Accounting Polici_5
Significant Accounting Policies (Details) - Schedule of Basic and Diluted Net Income (Loss) Per Share - USD ($) | 12 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | ||
Redeemable Shares [Member] | |||
Numerators: | |||
Allocation of net loss including remeasurement of common stock | $ (1,947,991) | $ (11,119,406) | |
Remeasurement of common stock to redemption value | [1] | 3,882,526 | 14,563,839 |
Allocation of net income (loss) | $ 1,934,535 | $ 3,444,433 | |
Denominators: | |||
Weighted-average shares outstanding (in Shares) | 5,432,532 | 5,893,151 | |
Basic net income (loss) per share (in Dollars per share) | $ 0.36 | $ 0.58 | |
Non- Redeemable Shares [Member] | |||
Numerators: | |||
Allocation of net loss including remeasurement of common stock | $ (717,655) | $ (3,700,334) | |
Remeasurement of common stock to redemption value | [1] | ||
Allocation of net income (loss) | $ (717,655) | $ (3,700,334) | |
Denominators: | |||
Weighted-average shares outstanding (in Shares) | 2,001,389 | 1,961,132 | |
Basic net income (loss) per share (in Dollars per share) | $ (0.36) | $ (1.89) | |
[1]The remeasurement amount includes funds deposited into the Trust Account to extend the time for the Company to complete the Business Combination and franchise and income taxes paid out of the Trust Account. |
Significant Accounting Polici_6
Significant Accounting Policies (Details) - Schedule of Basic and Diluted Net Income (Loss) Per Share (Parentheticals) - $ / shares | 12 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Redeemable Shares [Member] | ||
Schedule of Basic and Diluted Net Income (Loss) Per Share [Line Items] | ||
Diluted net income (loss) per share | $ 0.36 | $ 0.58 |
Non- Redeemable Shares [Member] | ||
Schedule of Basic and Diluted Net Income (Loss) Per Share [Line Items] | ||
Diluted net income (loss) per share | $ (0.36) | $ (1.89) |
Initial Public Offering (Detail
Initial Public Offering (Details) - USD ($) | 12 Months Ended | ||
Nov. 24, 2021 | Nov. 22, 2021 | Sep. 30, 2023 | |
IPO [Member] | |||
Subsidiary, Sale of Stock [Line Items] | |||
Number of units issued in transaction | 6,000,000 | ||
Price per share (in Dollars per share) | $ 10 | ||
Generating gross proceeds (in Dollars) | $ 60,000,000 | ||
Public units, description | Each Public Right will convert into one-twentieth (1/20) of one share of common stock upon the consummation of a Business Combination. Each whole Public Warrant entitles the holder to purchase three-fourths (3/4) of one share of common stock at a price of $11.50 per whole share, subject to adjustment. | ||
Public Shares sold | 6,900,000 | ||
Over-Allotment Option [Member] | |||
Subsidiary, Sale of Stock [Line Items] | |||
Price per share (in Dollars per share) | $ 10 | ||
Generating gross proceeds (in Dollars) | $ 9,000,000 | ||
Additional Units | 900,000 | ||
Purchases units | 900,000 |
Initial Public Offering (Deta_2
Initial Public Offering (Details) - Schedule of Common Stock Reflected on the Balance Sheets - USD ($) | 12 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Schedule of Common Stock Reflected on the Balance Sheets (Details) [Line Items] | ||
Gross proceeds | $ 69,000,000 | |
Less: | ||
Proceeds allocated to Public Warrants | (6,658,288) | |
Proceeds allocated to Public Rights | (2,726,727) | |
Offering costs of Public Shares | (4,760,749) | |
Plus: | ||
Remeasurement of carrying value to redemption value | $ 3,882,526 | 14,563,839 |
Common stock subject to possible redemption at September 30, 2022 | 69,418,075 | |
Redemption of Public Shares | (39,193,137) | |
Common stock subject to possible redemption at September 30, 2023 | $ 34,107,463 | $ 69,418,075 |
Private Placement (Details)
Private Placement (Details) - USD ($) | 12 Months Ended | |
Nov. 24, 2021 | Sep. 30, 2023 | |
Private Placement [Member] | ||
Private Placement [Line Items] | ||
Aggregate purchase shares | 253,889 | |
Price per share | $ 10 | |
Aggregate purchase price | $ 2,538,886 | |
Sponsor and Chardan [Member] | ||
Private Placement [Line Items] | ||
Aggregate purchase shares | 22,500 | |
Price per share | $ 10 | |
Total proceeds | $ 225,000 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | 12 Months Ended | |||
Oct. 29, 2021 | Aug. 05, 2021 | Sep. 30, 2023 | Sep. 30, 2022 | |
Initial Public Offering [Abstract] | ||||
Percentage of insider shares | 50% | |||
Common stock of closing price per share (in Dollars per share) | $ 12.5 | |||
Aggregate amount | $ 120,000 | |||
Administrative services agreement | 10,000 | |||
Service fees | 120,000 | $ 100,000 | ||
Accrued expenses | $ 220,000 | $ 100,000 | ||
Initial Public Offering [Member] | ||||
Initial Public Offering [Abstract] | ||||
Percentage of initial stockholders issued | 20% | |||
Aggregate amount | $ 300,000 | |||
Outstanding balance | $ 105,000 | |||
Insider Shares [Member] | ||||
Initial Public Offering [Abstract] | ||||
(in Shares) | 1,437,500 | |||
Aggregated consideration price | $ 25,000 | |||
Shares issued (in Shares) | 1,725,000 | |||
Aggregate per share (in Dollars per share) | $ 0.014 | |||
Insider shares subject to forfeiture (in Shares) | 225,000 | |||
Percentage of insider shares | 50% |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) | 12 Months Ended | |
Sep. 30, 2023 | Dec. 31, 2022 | |
Commitments and Contingencies [Line Items] | ||
Percentage of least economics | 30% | |
Gross proceeds | $ 1,725,000 | |
Percentage of gross proceeds | 0.75% | |
Cash payments | $ 100 | |
Legal fees | 200,000 | |
Deferred legal fees | $ 1,620,000 | |
Over-Allotment Option [Member] | ||
Commitments and Contingencies [Line Items] | ||
Purchase additional units (in Shares) | 900,000 | |
Additional gross proceeds | $ 2,587,500 | |
Purchase of shares units (in Shares) | 115,000 | |
Aggregate exercise price | $ 1,322,500 | |
IPO [Member] | ||
Commitments and Contingencies [Line Items] | ||
Underwriting discount percentage | 2.50% | |
Percentage of deferred fee | 3.75% | |
Price per share (in Dollars per share) | $ 10 | |
Unit Purchase Option [Member] | ||
Commitments and Contingencies [Line Items] | ||
Share exercise price (in Dollars per share) | $ 11.5 | |
Chardan [Member] | Unit Purchase Option [Member] | ||
Commitments and Contingencies [Line Items] | ||
Unit sold | $ 100 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - $ / shares | 12 Months Ended | |||||
Oct. 29, 2021 | Sep. 30, 2023 | Feb. 09, 2023 | Sep. 30, 2022 | Sep. 30, 2021 | ||
Stockholders' Equity [Line items] | ||||||
Common stock shares, par value | [1] | $ 0.0001 | $ 0.0001 | |||
Common stock voting rights | Holders of the common stock are entitled to one vote for each share. | |||||
Aggregate of insider shares (in Shares) | 1,725,000 | |||||
Insider per share | $ 0.014 | $ 0.1 | ||||
Common stock issued (in Shares) | [1] | 2,001,389 | 2,001,389 | |||
Common stock outstanding (in Shares) | [1] | 2,001,389 | 2,001,389 | |||
Common stock subject to possible redemption, shares (in Shares) | 3,154,365 | 6,900,000 | ||||
Common stock price per share | $ 10.46 | |||||
Outstanding warrants, description | ●in whole and not in part; ●at a price of $0.01 per warrant; ●upon a minimum of 30 days’ prior written notice of redemption, which the Company refers to as the 30-day redemption period; ●if, and only if, the last reported sale price of the Company’s common stock equals or exceeds $16.50 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the to the warrant holders. | |||||
Warrant [Member] | ||||||
Stockholders' Equity [Line items] | ||||||
Common stock price per share | $ 11.5 | |||||
Effective issue price | $ 9.5 | |||||
Aggregate gross proceeds, percentage | 60% | |||||
Price per share | $ 9.5 | |||||
Market Price percentage | 115% | |||||
Redemption trigger price | $ 16.5 | |||||
Market value percentage | 165% | |||||
Common Stock [Member] | ||||||
Stockholders' Equity [Line items] | ||||||
Common stock, shares authorized (in Shares) | 15,000,000 | |||||
Common stock shares, par value | $ 0.0001 | |||||
Common stock split, description | On October 29, 2021, the Company effected a 1.2-for-1.0 stock split of common stock, resulting in the Sponsor holding an aggregate of 1,725,000 Insider Shares, for approximately $0.014 per share. | |||||
Common stock issued (in Shares) | 2,001,389 | |||||
Common stock outstanding (in Shares) | 2,001,389 | 2,001,389 | 1,725,000 | |||
[1]Shares were retroactively restated to reflect a 1.2-for-1.0 stock split occurred in October 2021. |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - Schedule of Fair Value on a Recurring Basis - USD ($) | Sep. 30, 2023 | May 11, 2023 | Feb. 09, 2023 | Sep. 30, 2022 |
Assets | ||||
Trust Account - U.S. Treasury Securities Money Market Fund | $ 34,107,463 | $ 120,000 | $ 690,000 | $ 69,418,075 |
Quoted Prices in Active Markets (Level 1) [Member] | ||||
Assets | ||||
Trust Account - U.S. Treasury Securities Money Market Fund | 34,107,463 | 69,418,075 | ||
Significant Other Observable Inputs (Level 2) [Member] | ||||
Assets | ||||
Trust Account - U.S. Treasury Securities Money Market Fund | ||||
Significant Other Unobservable Inputs (Level 3) [Member] | ||||
Assets | ||||
Trust Account - U.S. Treasury Securities Money Market Fund |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | 12 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Income Taxes [Abstract] | ||
Changes in the valuation allowance | $ 101,410 | $ 20,294 |
U.S. federal income tax | $ 492,735 | $ 76,625 |
Income Taxes (Details) - Schedu
Income Taxes (Details) - Schedule of Net Deferred Tax Assets - USD ($) | Sep. 30, 2023 | Sep. 30, 2022 |
Deferred tax asset | ||
Net operating loss carryforward | ||
Startup/Organization Expenses | 121,704 | 20,294 |
Total deferred tax asset | 121,704 | 20,294 |
Valuation allowance | (121,704) | (20,294) |
Deferred tax asset, net of allowance |
Income Taxes (Details) - Sche_2
Income Taxes (Details) - Schedule of Income Tax Provision - USD ($) | 12 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Federal | ||
Current | $ 492,735 | $ 76,625 |
Deferred | (101,410) | (20,294) |
State | ||
Current | ||
Deferred | ||
Change in valuation allowance | 101,410 | 20,294 |
Income tax provision | $ 492,735 | $ 76,625 |
Income Taxes (Details) - Sche_3
Income Taxes (Details) - Schedule of Reconciliation of Effective Income Tax Rate | 12 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Income Taxes [Abstract] | ||
Income at U.S. statutory rate | 21% | 21% |
State taxes, net of federal benefit | 0% | 0% |
Transaction costs | 1.89% | (52.42%) |
Change in valuation allowance | 5.93% | (11.30%) |
Total | 28.82% | (42.72%) |
Promissory Note to BitFuFu (Det
Promissory Note to BitFuFu (Details) - USD ($) | 12 Months Ended | |||
Jul. 28, 2023 | Apr. 24, 2023 | Oct. 10, 2022 | Sep. 30, 2023 | |
Promissory Note to BitFuFu (Details) [Line Items] | ||||
Aggregate amount | $ 2,220,000 | |||
Percentage of interest rate | 3.50% | |||
Due date | Nov. 17, 2024 | Oct. 26, 2023 | ||
Price per share (in Dollars per share) | $ 10 | |||
Loan amount | $ 2,220,000 | |||
Funding loan | $ 1,930,000 | |||
Outstanding amount | $ 2,380,000 | |||
Minimum [Member] | ||||
Promissory Note to BitFuFu (Details) [Line Items] | ||||
Loan payable amount | $ 1,930,000 | |||
Maximum [Member] | ||||
Promissory Note to BitFuFu (Details) [Line Items] | ||||
Loan payable amount | $ 4,180,000 | |||
Promissory Note [Member] | ||||
Promissory Note to BitFuFu (Details) [Line Items] | ||||
Accrued interest | $ 51,229 |
Restatement of Previously Iss_3
Restatement of Previously Issued Financial Statements (Details) - Schedule of Restatement Adjustment of Balance Sheet - USD ($) | Jun. 30, 2023 | Mar. 31, 2023 | Dec. 31, 2022 | Sep. 30, 2022 |
Previously Reported [Member] | ||||
Current assets: | ||||
Cash | $ 158,698 | $ 7,409 | $ 165,606 | $ 173,789 |
Prepaid expenses | 46,720 | 64,061 | 11,145 | 16,836 |
Total Current Assets | 205,418 | 71,470 | 176,751 | 190,625 |
Investments held in Trust Account | 33,185,036 | 71,752,184 | 70,463,045 | 69,286,800 |
Total Assets | 33,390,454 | 71,823,654 | 70,639,796 | 69,477,425 |
Current liabilities: | ||||
Accounts payable and accrued expenses | 283,584 | 186,748 | 221,982 | 103,063 |
Franchise tax payable | 13,900 | 24,100 | 58,800 | 46,800 |
Income tax payable | 45,554 | 244,419 | 148,310 | 49,057 |
Total Current Liabilities | 2,696,725 | 1,951,446 | 1,173,917 | 198,920 |
Deferred underwriting fee payable | 2,587,500 | 2,587,500 | 2,587,500 | 2,587,500 |
Total Liabilities | 5,284,225 | 4,538,946 | 3,761,417 | 2,786,420 |
Common stock subject to possible redemption | 33,185,036 | 71,752,184 | 70,463,045 | 69,286,800 |
Stockholders’ Deficit | ||||
Common stock, value | 200 | 200 | 200 | 200 |
Accumulated deficit | (5,079,007) | (4,467,676) | (3,584,866) | (2,595,995) |
Total Stockholders’ Deficit | (5,078,807) | (4,467,476) | (3,584,666) | (2,595,795) |
Total Liabilities, Temporary Equity, and Stockholders’ Deficit | 33,390,454 | 71,823,654 | 70,639,796 | 69,477,425 |
Current liabilities: | ||||
Interest payable | 31,756 | 16,179 | 4,825 | |
Promissory note – Bitfufu | 1,930,000 | 1,480,000 | 740,000 | |
Current liabilities: | ||||
Excise tax payable | 391,931 | |||
Adjustments [Member] | ||||
Current assets: | ||||
Cash | ||||
Prepaid expenses | ||||
Total Current Assets | ||||
Investments held in Trust Account | 129,527 | 271,857 | 226,316 | 131,275 |
Total Assets | 129,527 | 271,857 | 226,316 | 131,275 |
Current liabilities: | ||||
Accounts payable and accrued expenses | ||||
Franchise tax payable | ||||
Income tax payable | (367) | 29,522 | 19,959 | 27,568 |
Total Current Liabilities | (367) | 29,522 | 19,959 | 27,568 |
Deferred underwriting fee payable | ||||
Total Liabilities | (367) | 29,522 | 19,959 | 27,568 |
Common stock subject to possible redemption | 129,527 | 271,857 | 226,316 | 131,275 |
Stockholders’ Deficit | ||||
Common stock, value | ||||
Accumulated deficit | 367 | (29,522) | (19,959) | (27,568) |
Total Stockholders’ Deficit | 367 | (29,522) | (19,959) | (27,568) |
Total Liabilities, Temporary Equity, and Stockholders’ Deficit | 129,527 | 271,857 | 226,316 | 131,275 |
Current liabilities: | ||||
Interest payable | ||||
Promissory note – Bitfufu | ||||
Current liabilities: | ||||
Excise tax payable | ||||
Restated [Member] | ||||
Current assets: | ||||
Cash | 158,698 | 7,409 | 165,606 | 173,789 |
Prepaid expenses | 46,720 | 64,061 | 11,145 | 16,836 |
Total Current Assets | 205,418 | 71,470 | 176,751 | 190,625 |
Investments held in Trust Account | 33,314,563 | 72,024,041 | 70,689,361 | 69,418,075 |
Total Assets | 33,519,981 | 72,095,511 | 70,866,112 | 69,608,700 |
Current liabilities: | ||||
Accounts payable and accrued expenses | 283,584 | 186,748 | 221,982 | 103,063 |
Franchise tax payable | 13,900 | 24,100 | 58,800 | 46,800 |
Income tax payable | 45,187 | 273,941 | 168,269 | 76,625 |
Total Current Liabilities | 2,696,358 | 1,980,968 | 1,193,876 | 226,488 |
Deferred underwriting fee payable | 2,587,500 | 2,587,500 | 2,587,500 | 2,587,500 |
Total Liabilities | 5,283,858 | 4,568,468 | 3,781,376 | 2,813,988 |
Common stock subject to possible redemption | 33,314,563 | 72,024,041 | 70,689,361 | 69,418,075 |
Stockholders’ Deficit | ||||
Common stock, value | 200 | 200 | 200 | 200 |
Accumulated deficit | (5,078,640) | (4,497,198) | (3,604,825) | (2,623,563) |
Total Stockholders’ Deficit | (5,078,440) | (4,496,998) | (3,604,625) | (2,623,363) |
Total Liabilities, Temporary Equity, and Stockholders’ Deficit | 33,519,981 | 72,095,511 | 70,866,112 | $ 69,608,700 |
Current liabilities: | ||||
Interest payable | 31,756 | 16,179 | 4,825 | |
Promissory note – Bitfufu | 1,930,000 | $ 1,480,000 | $ 740,000 | |
Current liabilities: | ||||
Excise tax payable | $ 391,931 |
Restatement of Previously Iss_4
Restatement of Previously Issued Financial Statements (Details) - Schedule of Restatement Adjustment of Balance Sheet (Parentheticals) - $ / shares | Jun. 30, 2023 | Mar. 31, 2023 | Dec. 31, 2022 | Sep. 30, 2022 |
Previously Reported [Member] | ||||
Condensed Balance Sheet Statements, Captions [Line Items] | ||||
Common stock subject to possible redemption, shares | 3,154,365 | 6,900,000 | 6,900,000 | 6,900,000 |
Common stock subject to possible redemption, per share (in Dollars per share) | $ 10.56 | $ 10.44 | $ 10.24 | $ 10.06 |
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 15,000,000 | 15,000,000 | 15,000,000 | 15,000,000 |
Common stock, shares issued | 2,001,389 | 2,001,389 | 2,001,389 | 2,001,389 |
Common stock, shares outstanding | 2,001,389 | 2,001,389 | 2,001,389 | 2,001,389 |
Adjustments [Member] | ||||
Condensed Balance Sheet Statements, Captions [Line Items] | ||||
Common stock subject to possible redemption, shares | 3,154,365 | 6,900,000 | 6,900,000 | 6,900,000 |
Common stock subject to possible redemption, per share (in Dollars per share) | $ 10.56 | $ 10.44 | $ 10.24 | $ 10.06 |
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 15,000,000 | 15,000,000 | 15,000,000 | 15,000,000 |
Common stock, shares issued | 2,001,389 | 2,001,389 | 2,001,389 | 2,001,389 |
Common stock, shares outstanding | 2,001,389 | 2,001,389 | 2,001,389 | 2,001,389 |
Restated [Member] | ||||
Condensed Balance Sheet Statements, Captions [Line Items] | ||||
Common stock subject to possible redemption, shares | 3,154,365 | 6,900,000 | 6,900,000 | 6,900,000 |
Common stock subject to possible redemption, per share (in Dollars per share) | $ 10.56 | $ 10.44 | $ 10.24 | $ 10.06 |
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 15,000,000 | 15,000,000 | 15,000,000 | 15,000,000 |
Common stock, shares issued | 2,001,389 | 2,001,389 | 2,001,389 | 2,001,389 |
Common stock, shares outstanding | 2,001,389 | 2,001,389 | 2,001,389 | 2,001,389 |
Restatement of Previously Iss_5
Restatement of Previously Issued Financial Statements (Details) - Schedule of Restatement Adjustment of Operations - USD ($) | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | ||
Jun. 30, 2023 | Mar. 31, 2023 | Dec. 31, 2022 | Mar. 31, 2023 | Jun. 30, 2023 | Sep. 30, 2022 | |
Previously Reported [Member] | ||||||
Condensed Income Statements, Captions [Line Items] | ||||||
General and administrative expenses | $ 188,542 | $ 141,380 | $ 187,618 | $ 328,998 | $ 517,538 | $ 544,157 |
Franchise tax expense | 9,800 | 12,100 | 12,000 | 24,100 | 33,900 | 53,194 |
Loss from Operations | (198,342) | (153,480) | (199,618) | (353,098) | (551,438) | (597,351) |
Other income: | ||||||
Interest earned on investments held in Trust Account | 763,986 | 704,974 | 486,246 | 1,191,220 | 1,955,206 | 286,800 |
Income before income taxes | 565,644 | 551,494 | 286,628 | 838,122 | 1,403,768 | (310,551) |
Income tax provision | (159,055) | (145,166) | (99,253) | (244,419) | (403,474) | (49,057) |
Net Income (loss) | $ 406,589 | $ 406,328 | $ 187,375 | $ 593,703 | $ 1,000,294 | $ (359,608) |
Basic weighted average shares outstanding (in Shares) | 4,800,798 | 6,200,266 | ||||
Previously Reported [Member] | Common Stock Subject To Possible Redemption [Member] | ||||||
Other income: | ||||||
Basic weighted average shares outstanding (in Shares) | 6,900,000 | 6,900,000 | 6,900,000 | 5,893,151 | ||
Basic net income per share (in Dollars per share) | $ 0.1 | $ 0.09 | $ 0.06 | $ 0.15 | $ 0.24 | $ 0.57 |
Previously Reported [Member] | Nonredeemable Common Stock [Member] | ||||||
Other income: | ||||||
Basic weighted average shares outstanding (in Shares) | 2,001,389 | 2,001,389 | 2,001,389 | 2,001,389 | 2,001,389 | 1,961,132 |
Basic net income per share (in Dollars per share) | $ (0.03) | $ (0.1) | $ (0.11) | $ (0.21) | $ (0.25) | $ (1.88) |
Adjustments [Member] | ||||||
Condensed Income Statements, Captions [Line Items] | ||||||
General and administrative expenses | ||||||
Franchise tax expense | ||||||
Loss from Operations | ||||||
Other income: | ||||||
Interest earned on investments held in Trust Account | (142,330) | 45,541 | 95,041 | 140,582 | (1,748) | 131,275 |
Income before income taxes | (142,330) | 45,541 | 95,041 | 140,582 | (1,748) | 131,275 |
Income tax provision | 29,889 | (9,564) | (19,959) | (29,522) | 367 | (27,568) |
Net Income (loss) | $ (112,441) | $ 35,977 | $ 75,082 | $ 111,060 | $ (1,381) | $ 103,707 |
Adjustments [Member] | Common Stock Subject To Possible Redemption [Member] | ||||||
Other income: | ||||||
Basic weighted average shares outstanding (in Shares) | ||||||
Basic net income per share (in Dollars per share) | $ (0.03) | $ 0.01 | $ 0.01 | $ 0.01 | ||
Adjustments [Member] | Nonredeemable Common Stock [Member] | ||||||
Other income: | ||||||
Basic weighted average shares outstanding (in Shares) | ||||||
Basic net income per share (in Dollars per share) | $ (0.01) | |||||
Restated [Member] | ||||||
Condensed Income Statements, Captions [Line Items] | ||||||
General and administrative expenses | $ 188,542 | $ 141,380 | $ 187,618 | $ 328,998 | $ 517,538 | $ 544,157 |
Franchise tax expense | 9,800 | 12,100 | 12,000 | 24,100 | 33,900 | 53,194 |
Loss from Operations | (198,342) | (153,480) | (199,618) | (353,098) | (551,438) | (597,351) |
Other income: | ||||||
Interest earned on investments held in Trust Account | 621,656 | 750,515 | 581,287 | 1,331,802 | 1,953,458 | 418,075 |
Income before income taxes | 423,314 | 597,035 | 381,669 | 978,704 | 1,402,020 | (179,276) |
Income tax provision | (129,166) | (154,730) | (119,212) | (273,941) | (403,107) | (76,625) |
Net Income (loss) | $ 294,148 | $ 442,305 | $ 262,457 | $ 704,763 | $ 998,913 | $ (255,901) |
Basic weighted average shares outstanding (in Shares) | 4,800,798 | 6,200,266 | ||||
Restated [Member] | Common Stock Subject To Possible Redemption [Member] | ||||||
Other income: | ||||||
Basic weighted average shares outstanding (in Shares) | 6,900,000 | 6,900,000 | 6,900,000 | 5,893,151 | ||
Basic net income per share (in Dollars per share) | $ 0.07 | $ 0.09 | $ 0.07 | $ 0.16 | $ 0.24 | $ 0.58 |
Restated [Member] | Nonredeemable Common Stock [Member] | ||||||
Other income: | ||||||
Basic weighted average shares outstanding (in Shares) | 2,001,389 | 2,001,389 | 2,001,389 | 2,001,389 | 2,001,389 | 1,961,132 |
Basic net income per share (in Dollars per share) | $ (0.03) | $ (0.1) | $ (0.11) | $ (0.21) | $ (0.25) | $ (1.89) |
Restatement of Previously Iss_6
Restatement of Previously Issued Financial Statements (Details) - Schedule of Restatement Adjustment of Operations (Parentheticals) - $ / shares | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | ||
Jun. 30, 2023 | Mar. 31, 2023 | Dec. 31, 2022 | Mar. 31, 2023 | Jun. 30, 2023 | Sep. 30, 2022 | |
Previously Reported [Member] | Common Stock Subject To Possible Redemption [Member] | ||||||
Condensed Income Statements, Captions [Line Items] | ||||||
Diluted weighted average shares outstanding (in Shares) | 6,900,000 | 6,900,000 | 6,200,266 | 5,893,151 | ||
Diluted net income per share | $ 0.10 | $ 0.09 | $ 0.06 | $ 0.15 | $ 0.24 | $ 0.57 |
Previously Reported [Member] | Nonredeemable Common Stock [Member] | ||||||
Condensed Income Statements, Captions [Line Items] | ||||||
Diluted weighted average shares outstanding (in Shares) | 2,001,389 | 2,001,389 | 2,001,389 | 2,001,389 | 2,001,389 | 1,961,132 |
Diluted net income per share | $ (0.03) | $ (0.10) | $ (0.11) | $ (0.21) | $ (0.25) | $ (1.88) |
Adjustments [Member] | Common Stock Subject To Possible Redemption [Member] | ||||||
Condensed Income Statements, Captions [Line Items] | ||||||
Diluted weighted average shares outstanding (in Shares) | ||||||
Diluted net income per share | $ (0.03) | $ 0.01 | $ 0.01 | $ 0.01 | ||
Adjustments [Member] | Nonredeemable Common Stock [Member] | ||||||
Condensed Income Statements, Captions [Line Items] | ||||||
Diluted weighted average shares outstanding (in Shares) | ||||||
Diluted net income per share | $ (0.01) | |||||
Restated [Member] | Common Stock Subject To Possible Redemption [Member] | ||||||
Condensed Income Statements, Captions [Line Items] | ||||||
Diluted weighted average shares outstanding (in Shares) | 6,900,000 | 6,900,000 | 6,200,266 | 5,893,151 | ||
Diluted net income per share | $ 0.07 | $ 0.09 | $ 0.07 | $ 0.16 | $ 0.24 | $ 0.58 |
Restated [Member] | Nonredeemable Common Stock [Member] | ||||||
Condensed Income Statements, Captions [Line Items] | ||||||
Diluted weighted average shares outstanding (in Shares) | 2,001,389 | 2,001,389 | 2,001,389 | 2,001,389 | 2,001,389 | 1,961,132 |
Diluted net income per share | $ (0.03) | $ (0.10) | $ (0.11) | $ (0.21) | $ (0.25) | $ (1.89) |
Restatement of Previously Iss_7
Restatement of Previously Issued Financial Statements (Details) - Schedule of Restatement Adjustment of Cash Flow - USD ($) | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | ||
Jun. 30, 2023 | Mar. 31, 2023 | Dec. 31, 2022 | Mar. 31, 2023 | Jun. 30, 2023 | Sep. 30, 2022 | |
Previously Reported [Member] | ||||||
Cash Flows from Operating Activities: | ||||||
Net income (loss) | $ 406,589 | $ 406,328 | $ 187,375 | $ 593,703 | $ 1,000,294 | $ (359,608) |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||||||
Interest earned on investments held in Trust Account | (763,986) | (704,974) | (486,246) | (1,191,220) | (1,955,206) | (286,800) |
Changes in operating assets and liabilities: | ||||||
Prepaid expenses | 5,691 | (47,225) | (29,884) | (16,836) | ||
Accounts payable and accrued expenses | 118,919 | 83,685 | 180,520 | 82,573 | ||
Interest payable | 4,825 | 16,179 | 31,756 | |||
Income tax payable | 99,253 | 195,362 | (3,503) | 49,057 | ||
Franchise tax payable | 12,000 | (22,700) | (32,900) | 46,800 | ||
Cash Flows from Investing Activities: | ||||||
Net cash used in operating activities | (58,183) | (372,216) | (808,923) | (484,814) | ||
Cash Flows from Investing Activities: | ||||||
Cash withdrawn from Trust Account for public stockholder redemptions | 39,193,137 | |||||
Cash Flows from Investing Activities: | ||||||
Purchase of investment held in Trust Account | (69,000,000) | |||||
Cash deposited in Trust Account for extension | (690,000) | (1,380,000) | (1,620,000) | |||
Net cash provided by (used in) investing activities | (690,000) | (1,274,164) | 38,056,969 | (69,000,000) | ||
Cash Flows from Financing Activities: | ||||||
Proceeds from sale of public units through public offering | 69,000,000 | |||||
Proceeds from sale of private placement units | 2,763,886 | |||||
Proceeds from sale of unit purchase option | 100 | |||||
Repayment of promissory note to related party | (105,000) | |||||
Payment of underwriters’ commissions | (1,725,000) | |||||
Payment of deferred offering costs | (350,383) | |||||
Proceeds from issuance of promissory note to Bitfufu | 740,000 | 1,480,000 | 1,930,000 | |||
Payment to redeemed public stockholders | (39,193,137) | |||||
Net cash provided by (used in) financing activities | 740,000 | 1,480,000 | (37,263,137) | 69,583,603 | ||
Net Change in Cash | (8,183) | (166,380) | (15,091) | 98,789 | ||
Supplemental Disclosure of Non-cash Financing Activities | ||||||
Cash - Beginning of the Year | 7,409 | 165,606 | 173,789 | 173,789 | 173,789 | 75,000 |
Cash - End of the Year | 158,698 | 7,409 | 165,606 | 7,409 | 158,698 | 173,789 |
Supplemental Disclosure of Non-cash Financing Activities | ||||||
Initial classification of common stock subject to redemption | 59,614,985 | |||||
Deferred underwriting fee | 2,587,500 | 2,587,500 | ||||
Remeasurement of common stock to redemption value | 1,176,246 | 2,465,384 | 3,091,374 | 14,432,564 | ||
Cash withdrawn from Trust Account to pay franchise tax and income taxes | 105,836 | 483,832 | ||||
Adjustments [Member] | ||||||
Cash Flows from Operating Activities: | ||||||
Net income (loss) | (112,441) | 35,977 | 75,082 | 111,060 | (1,381) | 103,707 |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||||||
Interest earned on investments held in Trust Account | 142,330 | (45,541) | (95,041) | (140,582) | 1,748 | (131,275) |
Changes in operating assets and liabilities: | ||||||
Prepaid expenses | ||||||
Accounts payable and accrued expenses | ||||||
Interest payable | ||||||
Income tax payable | 19,959 | 29,522 | (367) | |||
Franchise tax payable | 27,568 | |||||
Cash Flows from Investing Activities: | ||||||
Net cash used in operating activities | ||||||
Cash Flows from Investing Activities: | ||||||
Cash withdrawn from Trust Account for public stockholder redemptions | ||||||
Cash Flows from Investing Activities: | ||||||
Purchase of investment held in Trust Account | ||||||
Cash deposited in Trust Account for extension | ||||||
Net cash provided by (used in) investing activities | ||||||
Cash Flows from Financing Activities: | ||||||
Proceeds from sale of public units through public offering | ||||||
Proceeds from sale of private placement units | ||||||
Proceeds from sale of unit purchase option | ||||||
Repayment of promissory note to related party | ||||||
Payment of underwriters’ commissions | ||||||
Payment of deferred offering costs | ||||||
Proceeds from issuance of promissory note to Bitfufu | ||||||
Net cash provided by (used in) financing activities | ||||||
Net Change in Cash | ||||||
Supplemental Disclosure of Non-cash Financing Activities | ||||||
Cash - Beginning of the Year | ||||||
Cash - End of the Year | ||||||
Supplemental Disclosure of Non-cash Financing Activities | ||||||
Initial classification of common stock subject to redemption | ||||||
Deferred underwriting fee | ||||||
Remeasurement of common stock to redemption value | 95,041 | 140,582 | (1,748) | 131,275 | ||
Cash withdrawn from Trust Account to pay franchise tax and income taxes | ||||||
Restated [Member] | ||||||
Cash Flows from Operating Activities: | ||||||
Net income (loss) | 294,148 | 442,305 | 262,457 | 704,763 | 998,913 | (255,901) |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||||||
Interest earned on investments held in Trust Account | (621,656) | (750,515) | (581,287) | (1,331,802) | (1,953,458) | (418,075) |
Changes in operating assets and liabilities: | ||||||
Prepaid expenses | 5,691 | (47,225) | (29,884) | (16,836) | ||
Accounts payable and accrued expenses | 118,919 | 83,685 | 180,520 | 82,573 | ||
Interest payable | 4,825 | 16,179 | 31,756 | |||
Income tax payable | 119,212 | 224,884 | (3,870) | 49,057 | ||
Franchise tax payable | 46,800 | (22,700) | (32,900) | 76,625 | ||
Cash Flows from Investing Activities: | ||||||
Net cash used in operating activities | (58,183) | (372,216) | (808,923) | (484,814) | ||
Cash Flows from Investing Activities: | ||||||
Cash withdrawn from Trust Account for public stockholder redemptions | 39,193,137 | |||||
Cash Flows from Investing Activities: | ||||||
Purchase of investment held in Trust Account | (69,000,000) | |||||
Cash deposited in Trust Account for extension | (690,000) | (1,380,000) | (1,620,000) | |||
Net cash provided by (used in) investing activities | (690,000) | (1,274,164) | 38,056,969 | (69,000,000) | ||
Cash Flows from Financing Activities: | ||||||
Proceeds from sale of public units through public offering | 69,000,000 | |||||
Proceeds from sale of private placement units | 2,763,886 | |||||
Proceeds from sale of unit purchase option | 100 | |||||
Repayment of promissory note to related party | (105,000) | |||||
Payment of underwriters’ commissions | (1,725,000) | |||||
Payment of deferred offering costs | (350,383) | |||||
Proceeds from issuance of promissory note to Bitfufu | 740,000 | 1,480,000 | 1,930,000 | |||
Payment to redeemed public stockholders | 39,193,137 | |||||
Net cash provided by (used in) financing activities | 740,000 | 1,480,000 | (37,263,137) | 69,583,603 | ||
Net Change in Cash | (8,183) | (166,380) | (15,091) | 98,789 | ||
Supplemental Disclosure of Non-cash Financing Activities | ||||||
Cash - Beginning of the Year | 7,409 | 165,606 | 173,789 | 173,789 | 173,789 | 75,000 |
Cash - End of the Year | $ 158,698 | $ 7,409 | 165,606 | 7,409 | 158,698 | 173,789 |
Supplemental Disclosure of Non-cash Financing Activities | ||||||
Initial classification of common stock subject to redemption | 59,614,985 | |||||
Deferred underwriting fee | 2,587,500 | 2,587,500 | ||||
Remeasurement of common stock to redemption value | $ 1,271,287 | 2,605,966 | 3,089,625 | $ 14,563,839 | ||
Cash withdrawn from Trust Account to pay franchise tax and income taxes | $ 105,836 | $ 483,832 |
Subsequent Events (Details)
Subsequent Events (Details) - Subsequent Event [Member] - USD ($) | Dec. 18, 2023 | Nov. 17, 2023 | Oct. 30, 2023 | Oct. 18, 2023 |
Subsequent Events [Line Items] | ||||
Trust account | $ 120,000 | $ 120,000 | $ 120,000 | |
Fifth installment loan received | $ 450,000 |