Cover
Cover - shares | 6 Months Ended | |
Jun. 30, 2023 | Aug. 18, 2023 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Jun. 30, 2023 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2023 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 001-40983 | |
Entity Registrant Name | Vision Sensing Acquisition Corp. | |
Entity Central Index Key | 0001883983 | |
Entity Tax Identification Number | 87-2323481 | |
Entity Incorporation, State or Country Code | DE | |
Entity Address, Address Line One | Suite 500 | |
Entity Address, Address Line Two | 78 SW 7th Street | |
Entity Address, City or Town | Miami | |
Entity Address, State or Province | FL | |
Entity Address, Postal Zip Code | 33130 | |
City Area Code | 786 | |
Local Phone Number | 633-2520 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Elected Not To Use the Extended Transition Period | false | |
Entity Shell Company | true | |
Units, each consisting of one share of Class A Common Stock and three-quarters of one Redeemable Warrant | ||
Title of 12(b) Security | Units, each consisting of one share of Class A Common Stock and three-quarters of one Redeemable Warrant | |
Trading Symbol | VSACU | |
Security Exchange Name | NASDAQ | |
Class A Common Stock, $0.0001 par value per share | ||
Title of 12(b) Security | Class A Common Stock, $0.0001 par value per share | |
Trading Symbol | VSAC | |
Security Exchange Name | NASDAQ | |
Redeemable Warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50 per share | ||
Title of 12(b) Security | Redeemable Warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50 per share | |
Trading Symbol | VSACW | |
Security Exchange Name | NASDAQ | |
Common Class A [Member] | ||
Entity Common Stock, Shares Outstanding | 2,085,208 | |
Common Class B [Member] | ||
Entity Common Stock, Shares Outstanding | 2,530,000 |
Balance Sheets
Balance Sheets - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 |
Current Assets | ||
Cash | $ 191,578 | $ 71,650 |
Other receivable | 10,000 | |
Prepaid expense | 28,153 | |
Cash and Marketable Securities held in trust account | 17,656,087 | |
Total Current Assets | 17,847,665 | 109,803 |
Cash and Marketable Securities held in trust account | 105,082,318 | |
Total Assets | 17,847,665 | 105,192,121 |
Current liabilities | ||
Accrued expenses | 110,000 | |
Account payables | 1,419,972 | 640,448 |
Working capital loan | 463,800 | 333,900 |
Extension loan | 2,241,891 | 1,012,000 |
Income tax payable | 367,668 | 5,000 |
Franchise tax payable | 100,000 | 209,511 |
Deferred underwriter commission | 3,542,000 | |
Total Current Liabilities | 8,245,331 | 2,200,859 |
Deferred underwriter commission | 3,542,000 | |
Total Liabilities | 8,245,331 | 5,742,859 |
Commitments and Contingencies | ||
Class A common stock subject to possible redemption; 1,612,508 shares at $10.49 per share at June 30, 2022 and 10,120,000 shares at $10.25 per share at December 31, 2022 | 16,907,349 | 103,730,000 |
Shareholders’ Deficit | ||
Preferred Stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | ||
Additional paid-in capital | ||
Accumulated deficit | (7,305,315) | (4,281,038) |
Total Shareholders’ Deficit | (7,305,015) | (4,280,738) |
Total Liabilities, Redeemable Class A Common Stock and Shareholders’ Deficit | 17,847,665 | 105,192,121 |
Common Class A [Member] | ||
Shareholders’ Deficit | ||
Class B common stock, $0.0001 par value; 10,000,000 shares authorized; 2,530,000 shares issued and outstanding | 47 | 47 |
Common Class B [Member] | ||
Shareholders’ Deficit | ||
Class B common stock, $0.0001 par value; 10,000,000 shares authorized; 2,530,000 shares issued and outstanding | $ 253 | $ 253 |
Balance Sheets (Parenthetical)
Balance Sheets (Parenthetical) - $ / shares | Jun. 30, 2023 | Dec. 31, 2022 |
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common Class A [Member] | ||
Temporary equity, shares outstanding | 1,612,508 | 10,120,000 |
Temporary equity, redemption price per share | $ 10.49 | $ 10.25 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 472,700 | 472,700 |
Common stock, shares outstanding | 472,700 | 472,700 |
Common Class B [Member] | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 10,000,000 | 10,000,000 |
Common stock, shares issued | 2,530,000 | 2,530,000 |
Common stock, shares outstanding | 2,530,000 | 2,530,000 |
Statements of Operations (Unaud
Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Formation and operating costs | $ (721,465) | $ (225,785) | $ (1,117,860) | $ (390,231) |
Franchise tax expenses | (102,953) | (30,924) | (102,953) | (30,924) |
Loss from operations | (824,418) | (256,709) | (1,220,813) | (421,155) |
Other income (expenses) | ||||
Interest earned on marketable securities held in trust account | 708,286 | 138,714 | 1,826,992 | 149,059 |
Income (loss) before provision for income taxes: | (116,132) | (117,995) | 606,179 | (272,097) |
Provision for income taxes | (362,668) | (362,668) | ||
Net income (loss) | $ (478,800) | $ (117,995) | $ 243,511 | $ (272,097) |
Common Class A [Member] | ||||
Other income (expenses) | ||||
Weighted average shares outstanding of Class B common stock | 4,921,039 | 10,592,700 | 7,756,869 | 10,592,700 |
Basic net income (loss) per common stock | $ 0.03 | $ (0.01) | $ 0.12 | $ (0.02) |
Diluted net income (loss) per common stock | $ 0.03 | $ (0.01) | $ 0.12 | $ (0.02) |
Common Class B [Member] | ||||
Other income (expenses) | ||||
Weighted average shares outstanding of Class B common stock | 2,530,000 | 2,530,000 | 2,530,000 | 2,530,000 |
Basic net income (loss) per common stock | $ (0.11) | $ (0.02) | $ (0.12) | $ (0.03) |
Diluted net income (loss) per common stock | $ (0.11) | $ (0.02) | $ (0.12) | $ (0.03) |
Statements of Changes in Shareh
Statements of Changes in Shareholders' Equity (Unaudited) - USD ($) | Common Stock [Member] Common Class A [Member] | Common Stock [Member] Common Class B [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Balance at Dec. 31, 2021 | $ 47 | $ 253 | $ (3,121,642) | $ (3,121,342) | |
Balance shares at Dec. 31, 2021 | 472,700 | 2,530,000 | |||
Net loss | (154,102) | (154,102) | |||
Balance at Mar. 31, 2022 | $ 47 | $ 253 | (3,275,744) | (3,275,444) | |
Balance shares at Mar. 31, 2022 | 472,700 | 2,530,000 | |||
Balance at Dec. 31, 2021 | $ 47 | $ 253 | (3,121,642) | (3,121,342) | |
Balance shares at Dec. 31, 2021 | 472,700 | 2,530,000 | |||
Net loss | (272,097) | ||||
Balance at Jun. 30, 2022 | $ 47 | $ 253 | (3,393,739) | (3,393,439) | |
Balance shares at Jun. 30, 2022 | 472,700 | 2,530,000 | |||
Balance at Mar. 31, 2022 | $ 47 | $ 253 | (3,275,744) | (3,275,444) | |
Balance shares at Mar. 31, 2022 | 472,700 | 2,530,000 | |||
Net loss | (117,995) | (117,995) | |||
Balance at Jun. 30, 2022 | $ 47 | $ 253 | (3,393,739) | (3,393,439) | |
Balance shares at Jun. 30, 2022 | 472,700 | 2,530,000 | |||
Balance at Dec. 31, 2022 | $ 47 | $ 253 | (4,281,038) | (4,280,738) | |
Balance shares at Dec. 31, 2022 | 472,700 | 2,530,000 | |||
Net loss | 722,311 | 722,311 | |||
Additional amount deposited into trust | (1,012,000) | (1,012,000) | |||
Balance at Mar. 31, 2023 | $ 47 | $ 253 | (4,570,727) | (4,570,427) | |
Balance shares at Mar. 31, 2023 | 472,700 | 2,530,000 | |||
Balance at Dec. 31, 2022 | $ 47 | $ 253 | (4,281,038) | (4,280,738) | |
Balance shares at Dec. 31, 2022 | 472,700 | 2,530,000 | |||
Net loss | 243,511 | ||||
Balance at Jun. 30, 2023 | $ 47 | $ 253 | (7,305,315) | (7,305,015) | |
Balance shares at Jun. 30, 2023 | 472,700 | 2,530,000 | |||
Balance at Mar. 31, 2023 | $ 47 | $ 253 | (4,570,727) | (4,570,427) | |
Balance shares at Mar. 31, 2023 | 472,700 | 2,530,000 | |||
Net loss | (478,800) | (478,800) | |||
Additional amount deposited into trust | (217,891) | (217,891) | |||
Re-measurement of Class A Common Stock Subject to Possible Redemption | (2,037,897) | (2,037,897) | |||
Balance at Jun. 30, 2023 | $ 47 | $ 253 | $ (7,305,315) | $ (7,305,015) | |
Balance shares at Jun. 30, 2023 | 472,700 | 2,530,000 |
Statements of Changes in Shar_2
Statements of Changes in Shareholders' Equity (Unaudited) (Parenthetical) | Mar. 31, 2023 $ / shares |
Common Stock [Member] | |
Common stock subject to possible redemption price per share | $ 0.10 |
Statements of Cash Flows (Unaud
Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | |
Cash flows from operating activities: | |||||||
Net income (loss) | $ (478,800) | $ 722,311 | $ (117,995) | $ (154,102) | $ 243,511 | $ (272,097) | |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | |||||||
Interest earned on marketable securities held in trust account | (708,286) | (138,714) | (1,826,992) | (149,059) | |||
Changes in operating assets and liabilities: | |||||||
Prepaid expenses | 28,153 | 9,946 | |||||
Accounts payable | 779,525 | 23,934 | |||||
Accrued expenses | 110,000 | ||||||
Franchise tax payable | (109,511) | (46,385) | |||||
Income tax payable | 362,668 | ||||||
Other receivable | 10,000 | ||||||
Net cash used in operating activities | (402,646) | (433,661) | |||||
Cash flows from investing activities: | |||||||
Cash withdraw from trust account | 90,483,113 | ||||||
Investment of cash in trust account | (217,891) | ||||||
Net cash provided by investing activities | 90,265,222 | ||||||
Cash flows from financing activities: | |||||||
Working capital loan | 129,900 | ||||||
Extension loan | 217,891 | ||||||
Payment to redeemed shareholders | (90,090,439) | ||||||
Net cash used in financing activities | (89,742,648) | ||||||
Net change in cash | 119,928 | (433,661) | |||||
Cash at the beginning of the period | $ 71,650 | $ 499,301 | 71,650 | 499,301 | 499,301 | ||
Cash at the end of the period | $ 191,578 | $ 65,640 | $ 191,578 | $ 65,640 | $ 71,650 |
Description of Organization and
Description of Organization and Business Operations | 6 Months Ended |
Jun. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Organization and Business Operations | Note 1 — Description of Organization and Business Operations Vision Sensing Acquisition Corp. (the “ Company Business Combination As of June 30, 2023, the Company had not commenced any operations. All activity for the period from August 13, 2021 (inception) through June 30, 2023, relates to the Company’s formation, the Offering (as defined below), the Company’s search for acquisition targets and due diligence, the negotiation of the Business Combination Agreement (as defined below) and assisting Newsight Imaging Ltd. in the preparation and filing of its Registration Statement on Form F-4 and amendments thereto. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from the Offering. The Company has selected December 31 as its fiscal year end. The Company’s sponsor is Vision Sensing LLC, a Delaware limited liability company (the “ Sponsor On November 3, 2021, the Company consummated its Initial Public Offering of 8,800,000 Units Public Shares 10.00 88,000,000 7,520,024 3,542,000 1,320,000 Simultaneously with the consummation of the closing of the Offering, the Company consummated the private placement of an aggregate of 426,500 Private Placement Units 10.00 4,265,000 Private Placement Additionally, on November 3, 2021, the Company consummated the closing of the sale of 1,320,000 10.00 Overallotment Units 13,200,000 264,000 0.0001 Class A Common Stock Warrant Public Warrants 11.50 Simultaneously with the exercise of the overallotment, the Company consummated the Private Placement of an additional 46,200 462,000 A total of $ 102,718,000 Trust Account Investment Company Act VISION SENSING ACQUISITION CORP. NOTES TO UNAUDITED FINANCIAL STATEMENTS Note 1 — Description of Organization and Business Operations (Continued) Transaction costs of the Initial Public Offering with the exercise of the overallotment amounted to $ 7,520,024 2,024,000 3,542,000 436,024 Following the closing of the Initial Public Offering $ 953,522 191,578 9,602,334 The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Placement Units, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. NASDAQ rules provide that the Business Combination must be with one or more target businesses that together have a fair market value equal to at least 80 50 The Company will provide its holders of the outstanding Public Shares (the “ Public Stockholders 5,000,001 Proposed Business Combination On August 30, 2022, the Company entered into a Business Combination Agreement (the “ Original Business Combination Agreement Business Combination Agreement Newsight Merger Sub Pursuant to the Business Combination Agreement, at the closing (the “ Closing Transactions Merger Newsight Ordinary Shares VISION SENSING ACQUISITION CORP. NOTES TO UNAUDITED FINANCIAL STATEMENTS Note 1 — Description of Organization and Business Operations (Continued) Prior to the Closing, but subject to the completion of the Closing, Newsight will effect a recapitalization of its outstanding equity securities (the “ Recapitalization 10.00 215,000,000 The Business Combination Agreement and related agreements are further described in our Current Report on Form 8-K filed with the SEC on September 6, 2022. On January 19, 2023, the Company, Newsight and Merger Sub entered into an Amendment No. 1 to Business Combination Agreement (the “ First BCA Amendment Second BCA Amendment Outside Date Newsight Registration Statement on Form F-4 Newsight filed a Registration Statement on Form F-4 with the SEC on December 8, 2022 to register the issuance of the Newsight Ordinary Shares that will be issued at the consummation of the Business Combination, the warrants exercisable for Newsight Ordinary Shares that will result from the amendment of the Company’s public warrants at the consummation of the Business Combination and the Newsight Ordinary Shares issuable upon exercise of such warrants. Newsight filed an Amendment No. 1 thereto on January 20, 2023, an Amendment No. 2 thereto on February 13, 2023 and an Amendment No. 3 thereto on March 27, 2023. We use the term “ Newsight Form F-4 The Company will provide its 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. In connection with a proposed Business Combination, the Company may seek stockholder approval of a Business Combination at a meeting called for such purpose at which stockholders may seek to redeem their shares, regardless of whether they vote for or against a Business Combination. The Company will proceed with a Business Combination only if the Company has net tangible assets of at least $ 5,000,001 VISION SENSING ACQUISITION CORP. NOTES TO UNAUDITED FINANCIAL STATEMENTS Note 1 — Description of Organization and Business Operations (Continued) The Company’s amended and restated certificate of incorporation originally provided that we have up to 12 months from the closing of our IPO, or until November 3, 2022, to consummate an initial Business Combination; however, if we anticipated that we may not be able to consummate a Business Combination within 12 months, we could, by resolution of our board of directors if requested by our Sponsor, extend the period of time to consummate a Business Combination up to two times, each by an additional three months (for a total of up to 18 months, or until May 3, 2023), subject to our Sponsor depositing additional funds into the Trust Account. Charter Amendment In a special meeting held on May 1, 2023, the Company’s stockholders approved a First Amendment (the “ First Charter Amendment Termination Date 100,000 The First Charter Amendment allows the Company to extend the Termination Date from May 3, 2023 by up to six 1-month extensions to November 3, 2023, provided that (i) the Company’s Sponsor (or its affiliates or permitted designees) will deposit into the Company’s Trust Account the lesser of (x) $ 100,000 0.045 Extension Payment 8,507,492 10.61 90.2 1,612,508 72,562.86 In connection with the First Charter Amendment, the Company amended the Trust Agreement by entering into Amendment No. 1 to Investment Management Trust Agreement dated May 1, 2023, by and between the Company and Continental, which conforms the extension procedures in the Trust Agreement to the procedures in the First Charter Amendment. Extensions On October 28, 2022 and again on February 2, 2023, at the request of our Sponsor, our board of directors extended the period of time to consummate a Business Combination to February 3, 2023 and May 3, 2023, respectively, our Sponsor deposited $ 1,012,000 0.10 2,024,000 72,562.86 0.045 72,765.20 72,562.86 72,562.86 72,562.86 If the Company is unable to complete a Business Combination with Newsight or another Business Combination by September 3, 2023 (which can be extended to November 3, 2023 if our Sponsor deposits an additional $ 72,562.86 100,000 72,562.86 0.045 VISION SENSING ACQUISITION CORP. NOTES TO UNAUDITED FINANCIAL STATEMENTS Note 1 — Description of Organization and Business Operations (Continued) Our Sponsor has agreed that it will be liable to us if and to the extent any claims by a third party (other than the independent public accounting firm) for services rendered or products sold to us, or a prospective target business with which we have entered into a written letter of intent, confidentiality or similar agreement or Business Combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.15 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.15 per Public Share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under our indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act. However, we have not asked our Sponsor to reserve for such indemnification obligations, nor have we independently verified whether our Sponsor has sufficient funds to satisfy its indemnity obligations and believe that our Sponsor’s only assets are securities of our company. Therefore, we cannot assure you that our Sponsor would be able to satisfy those obligations. None of our officers or directors will indemnify us for claims by third parties including, without limitation, claims by vendors and prospective target businesses Liquidity and Management’s Plans Prior to the completion of the Initial Public Offering, the Company lacked the liquidity it needed to sustain operations for a reasonable period of time, which is considered to be one year from the issuance date of the financial statements. The Company has since completed its Initial Public Offering at which time capital in excess of the funds deposited in the Trust Account and/or used to fund offering expenses was released to the Company for general working capital purposes. Accordingly, management has since re-evaluated the Company’s liquidity and financial condition and determined that sufficient capital exists to sustain operations through the earlier of the consummation of a Business Combination or one year from this filing and therefore substantial doubt has been alleviated. There is no assurance that the Company’s plans to consummate an initial Business Combination will be successful within the Combination Period. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Risks and Uncertainties Management is currently evaluating the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of the financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Additionally, as a result of the military action commenced in February 2022 by the Russian Federation and Belarus in the country of Ukraine and related economic sanctions, 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. Further, 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 related sanctions on the world economy and the specific impact on the Company’s financial position, results of operations and/or ability to consummate a Business Combination are not yet determinable. The condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2023 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2 — Summary of Significant Accounting Policies Basis of Presentation The accompanying financial statements are presented in U.S. Dollars and conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. Certain information and note disclosures normally included in the annual financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to those rules and regulations, although the Company believes that the disclosures made are adequate to make the information not misleading. The interim financial statements as of June 30, 2023 and for the six months ended June 30, 2023 and June 30, 2022 respectively, are unaudited. In the opinion of management, the interim financial statements include all adjustments, consisting only of normal recurring adjustments, necessary to provide a fair statement of the results for the interim periods. The accompanying balance sheet as of December 31, 2022, is derived from the audited financial statements presented in the Company’s Annual Report on Form 10-K for fiscal the year ended December 31, 2022. VISION SENSING ACQUISITION CORP. NOTES TO UNAUDITED FINANCIAL STATEMENTS Note 2 — Summary of Significant Accounting Policies (Continued) Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Risks and Uncertainties Management is currently evaluating the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of the financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Cash and Cash Equivalents The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. Cash equivalents are carried at cost, which approximates fair value. The Company had $ 191,578 no 71,650 no VISION SENSING ACQUISITION CORP. NOTES TO UNAUDITED FINANCIAL STATEMENTS Note 2 — Summary of Significant Accounting Policies (Continued) Income Taxes The Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company’s management determined the United States is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits, if any, as income tax expense. There were $ 5,000 no The provision for income taxes was $ 362,668 0 Class A Common Stock Subject to Possible Redemption The Company accounts for its shares subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Shares subject to mandatory redemption (if any) are classified as a liability instrument and are measured at fair value. Conditionally redeemable shares of common stock (including shares of common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, shares are classified as stockholders’ equity. The Company’s Class A 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. On May 15, 2023, in connection with the approval by the Company’s stockholders of the First Charter Amendment, the Company redeemed 8,507,492 90,090,439 1,612,508 shares of Class A Common Stock subject to possible redemption. On December 31, 2022 there were 10,120,000 shares of Class A Common Stock subject to possible redemption. 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 June 30, 2023 and December 31,2022, the Class A Common Stock reflected on the balance sheet are reconciled in the following table: Schedule of Class A Common Stock Reflected on the Balance Sheet For the Six months Ended June 30, 2023 For the Year Ended December 31, 2022 Contingently redeemable Class A Common Stock – Opening Balance $ 103,730,000 $ 102,718,000 Re-measurement of Class A Common Stock Subject to Possible Redemption 3,267,788 1,012,000 Payment to redeemed shareholders (90,090,439 ) - Contingently redeemable Class A Common Stock - Ending Balance 16,907,349 103,730,000 Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution which, at times may exceed the Federal depository insurance coverage of $ 250,000 Net Loss Per Share Net income (loss) per share is computed by dividing net income (loss) by the weighted average number of common stock shares outstanding for the period. The calculation of diluted income (loss) per share does not consider the effect of the warrants issued in connection with the Initial Public Offering and warrants issued as components of the Private Placement Units (the “Placement Warrants”) since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. VISION SENSING ACQUISITION CORP. NOTES TO UNAUDITED FINANCIAL STATEMENTS Note 2 — Summary of Significant Accounting Policies (Continued) Net loss per share, basic and diluted, for Class A and Class B non-redeemable common stock is calculated by dividing the net loss, adjusted for income attributable to Class A redeemable common stock shares, by the weighted average number of Class A and Class B non-redeemable common stock shares outstanding for the period. Non-redeemable Class A and Class B common stock shares includes the Founder Shares and non-redeemable common stock shares as these shares do not have any redemption features and do not participate in the income earned on the Trust Account. Schedule of Basic and Diluted Net Income Loss Per Common share For the Three months Ended June 30, 2023 For the Three months Ended June 30, 2022 For the Six months Ended June 30, 2023 For the Six months Ended June 30, 2022 Class A common stock Numerator: net income (loss) allocable to Class A common stock $ 163,799 $ (68,502 ) $ 906,431 $ (190,900 ) Denominator: weighted average number of Class A common stock 4,921,039 10,592,700 7,756,869 10,592,700 Basic and diluted net income (loss) per redeemable Class A common stock $ 0.03 $ (0.01 ) $ 0.12 $ (0.02 ) Class B common stock Numerator: net income (loss) allocable to non-redeemable Class B common stock $ (279,931 ) $ (49,492 _ $ (300,252 ) $ (81,197 ) Denominator: weighted average number of Class B common stock 2,530,000 2,530,000 2,530,000 2,530,000 Basic and diluted net income (loss) per Class B common stock (0.11 ) (0.02 ) $ (0.12 ) $ (0.03 ) Fair Value of Financial Instruments The Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets. This is the level that the Marketable Securities Held in Trust Account are considered (being $ 17,656,087 105,082,318 ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. Recently Issued Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements. VISION SENSING ACQUISITION CORP. NOTES TO UNAUDITED FINANCIAL STATEMENTS |
Public Offering
Public Offering | 6 Months Ended |
Jun. 30, 2023 | |
Public Offering | |
Public Offering | Note 3 — Public Offering Pursuant to the Initial Public Offering and full exercise underwriter’s overallotment option, the Company sold 10,120,000 10.00 11.50 |
Private Placement
Private Placement | 6 Months Ended |
Jun. 30, 2023 | |
Private Placement | |
Private Placement | Note 4 — Private Placement Simultaneously with the closing of the Initial Public Offering, the Company consummated the Private Placement of an aggregate of 472,700 10.00 4,727,000 A portion of the proceeds from the Private Placement Units was added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination by the Termination Date, the proceeds from the sale of the Private Placement Units held in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Units will be worthless. The Private Placement Warrants (including the Class A common stock issuable upon exercise of the Private Placement Warrants) will not be transferable, assignable or salable until 30 days after the completion of an initial Business Combination, subject to certain exceptions. |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2023 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 5 — Related Party Transactions Class B Common Stock On September 2, 2021, the Company issued an aggregate of 2,530,000 25,000 0.009 The holders of the Founder Shares have agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur of: (A) six months after the completion of a Business Combination and (B) subsequent to a Business Combination, (x) if the last reported sale price of the Class A Common Stock equals or exceeds $12.00 per share (as adjusted for share splits, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital share exchange or other similar transaction that results in all of the Public Stockholders having the right to exchange their shares of common stock for cash, securities or other property Promissory Note — Related Party On August 31, 2021, the Sponsor issued an unsecured promissory note to the Company, pursuant to which the Company could borrow up to an aggregate principal amount of $ 300,000 The note was non-interest bearing and payable on the earlier of (i) December 31, 2022 or (ii) the consummation of our Initial Public Offering. The promissory note was fully repaid on November 8, 2021 VISION SENSING ACQUISITION CORP. NOTES TO UNAUDITED FINANCIAL STATEMENTS Note 5 — Related Party Transactions (Continued) Related Party Loans In order to finance transaction costs in connection with a Business Combination, our Sponsor extended to us a line of credit of up to $ 1,000,000 10.00 463,800 To fund extensions of the deadline for us to complete our initial Business Combination, the Sponsor deposited an additional $ 1,012,000 72,562.86 2,241,891 Newsight Bridge Financing In connection with our entry into the Business Combination Agreement, we agreed to provide Newsight with up to $ 1 7.4 1,000,000 Administrative Support Agreement Commencing on the date the Units are first listed on the Nasdaq, the Company has agreed to pay the Sponsor a total of $ 10,000 60,000 60,000 |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 6 — Commitments and Contingencies Registration Rights The holders of the Founder Shares, Private Placement Units and Warrants that may be issued upon conversion of Working Capital Loans (and any shares of common stock issuable upon the exercise of the Private Placement Warrants or warrants issued upon conversion of the Working Capital Loans and upon conversion of the Founder Shares) will be entitled to registration rights pursuant to a Registration Rights Agreement dated November 1, 2021 requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to shares of Class A common stock). The holders of these securities will be entitled to make up to three demands, excluding short form registration 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 completion of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. However, the registration rights agreement provides that the Company will not be required to effect or permit any registration or cause any registration statement to become effective until the securities covered thereby are released from their lock-up restrictions. The Company will bear the expenses incurred in connection with the filing of any such registration statements. VISION SENSING ACQUISITION CORP. NOTES TO UNAUDITED FINANCIAL STATEMENTS Note 6 — Commitments and Contingencies (Continued) Underwriters Agreement The Company granted the underwriter a 45-day option to purchase up to 1,320,000 1,320,000 10.00 13,200,000 The underwriter was paid a cash underwriting discount of two percent ( 2.00 2,024,000 3.50 3,542,000 Right of First Refusal For a period beginning on the closing of our Initial Public Offering and ending 12 months from the closing of our initial Business Combination, we have granted EF Hutton, division of Benchmark Investments, LLC a right of first refusal to act as lead-left book running manager and lead left manager for any and all future private or public equity, convertible and debt offerings during such period. In accordance with FINRA Rule 5110(g)(6)(A), such right of first refusal shall not have a duration of more than three years from the effective date of the registration statement for our Initial Public Offering. |
Stockholders_ Equity
Stockholders’ Equity | 6 Months Ended |
Jun. 30, 2023 | |
Equity [Abstract] | |
Stockholders’ Equity | Note 7 – Stockholders’ Equity Preferred Shares 1,000,000 0.0001 no Class A Common Stock 100,000,000 0.0001 Holders of the Company’s Class A common stock are entitled to one vote for each share 472,700 1,612,508 472,700 10,120,000 Class B Common Stock — 10,000,000 0.0001 Holders of the Company’s Class B common stock are entitled to one vote for each share 2,530,000 Only holders of the Class B common stock will have the right to vote on the election of directors prior to the Business Combination. Holders of Class A common stock and holders of Class B common stock will vote together as a single class on all matters submitted to a vote of our stockholders except as otherwise required by law. In connection with our initial Business Combination, we may enter into a stockholders agreement or other arrangements with the stockholders of the target or other investors to provide for voting or other corporate governance arrangements that differ from those in effect upon completion of the IPO. VISION SENSING ACQUISITION CORP. NOTES TO UNAUDITED FINANCIAL STATEMENTS Note 7 – Stockholders’ Equity (Continued) The shares of Class B common stock will automatically convert into shares of Class A common stock at the time of a Business Combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment. In the case that additional shares of Class A common stock, or equity-linked securities, are issued or deemed issued in excess of the amounts issued in the Initial Public Offering and related to the closing of a Business Combination, the ratio at which shares of Class B common stock shall convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the then-outstanding shares of Class B common stock agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, on an as-converted basis, 20% of the sum of the total number of all shares of common stock outstanding upon the completion of Initial Public Offering plus all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with a Business Combination (net of the number of shares of Class A common stock redeemed in connection with a Business Combination), excluding any shares or equity-linked securities issued or issuable to any seller of an interest in the target to us in a Business Combination. Warrants The Company will not be obligated to deliver any shares of Class A common stock pursuant to the exercise of a Warrant and will have no obligation to settle such Warrant exercise unless a registration statement under the Securities Act covering the issuance of the shares of Class A common stock issuable upon exercise of the Warrants is then effective and a current prospectus relating to those shares of Class A common stock is available, subject to the Company satisfying its obligations with respect to registration, or a valid exemption from registration is available. No Warrant will be exercisable for cash or on a cashless basis, and the Company will not be obligated to issue any shares to holders seeking to exercise their Warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of residence of the exercising holder, or an exemption from registration is available. The Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of a Business Combination, the Company will use its commercially reasonable efforts to file, and within 60 business days following a Business Combination to have declared effective, a registration statement covering the issuance of the shares of Class A common stock issuable upon exercise of the Warrants and to maintain a current prospectus relating to those shares of Class A common stock until the Warrants expire or are redeemed. Notwithstanding the above, if the Class A common stock is at the time of any exercise of a Warrant not listed on a national securities exchange such that it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Warrants who exercise their Warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, but will use its commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. VISION SENSING ACQUISITION CORP. NOTES TO UNAUDITED FINANCIAL STATEMENTS Note 7 – Stockholders’ Equity (Continued) Redemption of Warrants When the Price per Share of Class A Common Stock Equals or Exceeds $18.00 — Once the Warrants become exercisable, the Company may redeem the outstanding Warrants: ● in whole and not in part; ● at a price of $ 0.01 ● upon a minimum of 30 days’ prior written notice of redemption, or the 30-day redemption period to each Warrant holder; and ● if, and only if, the last reported sale price of the Class A Common Stock equals or exceeds $ 18.00 If and when the Warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws. If the Company calls the Warrants for redemption, as described above, its management will have the option to require any holder that wishes to exercise the Warrants to do so on a “cashless basis,” as described in the Warrant agreement. The exercise price and number of shares of common stock issuable upon exercise of the Warrants may be adjusted in certain circumstances including in the event of a stock dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. However, except as described below, the Warrants will not be adjusted for issuances of common stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the Warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of Warrants will not receive any of such funds with respect to their Warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such Warrants. Accordingly, the Warrants may expire worthless. The Private Placement Warrants are identical to the Public Warrants except that (1) the Private Placement Warrants (including shares issuable upon exercise of the Private Placement Warrants) will not be transferable, assignable or salable until 30 days after the closing of our initial Business Combination (except, among other limited exceptions, to our officers and directors and other persons or entities affiliated with our Sponsor), and subject to securities laws restrictions regarding sale of private securities and (2) holders of our Private Placement Warrants are entitled to certain registration rights as described in Note 6. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 8 – Subsequent Events In accordance with ASC Topic 855, “Subsequent Events”, which establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued, the Company has evaluated all events or transactions that occurred up to the date the audited financial statements were available to issue. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements except as follows. On August 1, 2023, the Company’s Sponsor deposited $ 72,562.86 72,562.86 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying financial statements are presented in U.S. Dollars and conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. Certain information and note disclosures normally included in the annual financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to those rules and regulations, although the Company believes that the disclosures made are adequate to make the information not misleading. The interim financial statements as of June 30, 2023 and for the six months ended June 30, 2023 and June 30, 2022 respectively, are unaudited. In the opinion of management, the interim financial statements include all adjustments, consisting only of normal recurring adjustments, necessary to provide a fair statement of the results for the interim periods. The accompanying balance sheet as of December 31, 2022, is derived from the audited financial statements presented in the Company’s Annual Report on Form 10-K for fiscal the year ended December 31, 2022. VISION SENSING ACQUISITION CORP. NOTES TO UNAUDITED FINANCIAL STATEMENTS Note 2 — Summary of Significant Accounting Policies (Continued) |
Emerging Growth Company | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. |
Risks and Uncertainties | Risks and Uncertainties Management is currently evaluating the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of the financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. Cash equivalents are carried at cost, which approximates fair value. The Company had $ 191,578 no 71,650 no VISION SENSING ACQUISITION CORP. NOTES TO UNAUDITED FINANCIAL STATEMENTS Note 2 — Summary of Significant Accounting Policies (Continued) |
Income Taxes | Income Taxes The Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company’s management determined the United States is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits, if any, as income tax expense. There were $ 5,000 no The provision for income taxes was $ 362,668 0 |
Class A Common Stock Subject to Possible Redemption | Class A Common Stock Subject to Possible Redemption The Company accounts for its shares subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Shares subject to mandatory redemption (if any) are classified as a liability instrument and are measured at fair value. Conditionally redeemable shares of common stock (including shares of common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, shares are classified as stockholders’ equity. The Company’s Class A 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. On May 15, 2023, in connection with the approval by the Company’s stockholders of the First Charter Amendment, the Company redeemed 8,507,492 90,090,439 1,612,508 shares of Class A Common Stock subject to possible redemption. On December 31, 2022 there were 10,120,000 shares of Class A Common Stock subject to possible redemption. 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 June 30, 2023 and December 31,2022, the Class A Common Stock reflected on the balance sheet are reconciled in the following table: Schedule of Class A Common Stock Reflected on the Balance Sheet For the Six months Ended June 30, 2023 For the Year Ended December 31, 2022 Contingently redeemable Class A Common Stock – Opening Balance $ 103,730,000 $ 102,718,000 Re-measurement of Class A Common Stock Subject to Possible Redemption 3,267,788 1,012,000 Payment to redeemed shareholders (90,090,439 ) - Contingently redeemable Class A Common Stock - Ending Balance 16,907,349 103,730,000 |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution which, at times may exceed the Federal depository insurance coverage of $ 250,000 |
Net Loss Per Share | Net Loss Per Share Net income (loss) per share is computed by dividing net income (loss) by the weighted average number of common stock shares outstanding for the period. The calculation of diluted income (loss) per share does not consider the effect of the warrants issued in connection with the Initial Public Offering and warrants issued as components of the Private Placement Units (the “Placement Warrants”) since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. VISION SENSING ACQUISITION CORP. NOTES TO UNAUDITED FINANCIAL STATEMENTS Note 2 — Summary of Significant Accounting Policies (Continued) Net loss per share, basic and diluted, for Class A and Class B non-redeemable common stock is calculated by dividing the net loss, adjusted for income attributable to Class A redeemable common stock shares, by the weighted average number of Class A and Class B non-redeemable common stock shares outstanding for the period. Non-redeemable Class A and Class B common stock shares includes the Founder Shares and non-redeemable common stock shares as these shares do not have any redemption features and do not participate in the income earned on the Trust Account. Schedule of Basic and Diluted Net Income Loss Per Common share For the Three months Ended June 30, 2023 For the Three months Ended June 30, 2022 For the Six months Ended June 30, 2023 For the Six months Ended June 30, 2022 Class A common stock Numerator: net income (loss) allocable to Class A common stock $ 163,799 $ (68,502 ) $ 906,431 $ (190,900 ) Denominator: weighted average number of Class A common stock 4,921,039 10,592,700 7,756,869 10,592,700 Basic and diluted net income (loss) per redeemable Class A common stock $ 0.03 $ (0.01 ) $ 0.12 $ (0.02 ) Class B common stock Numerator: net income (loss) allocable to non-redeemable Class B common stock $ (279,931 ) $ (49,492 _ $ (300,252 ) $ (81,197 ) Denominator: weighted average number of Class B common stock 2,530,000 2,530,000 2,530,000 2,530,000 Basic and diluted net income (loss) per Class B common stock (0.11 ) (0.02 ) $ (0.12 ) $ (0.03 ) |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets. This is the level that the Marketable Securities Held in Trust Account are considered (being $ 17,656,087 105,082,318 ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. |
Recently Issued Accounting Standards | Recently Issued Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Accounting Policies [Abstract] | |
Schedule of Class A Common Stock Reflected on the Balance Sheet | As of June 30, 2023 and December 31,2022, the Class A Common Stock reflected on the balance sheet are reconciled in the following table: Schedule of Class A Common Stock Reflected on the Balance Sheet For the Six months Ended June 30, 2023 For the Year Ended December 31, 2022 Contingently redeemable Class A Common Stock – Opening Balance $ 103,730,000 $ 102,718,000 Re-measurement of Class A Common Stock Subject to Possible Redemption 3,267,788 1,012,000 Payment to redeemed shareholders (90,090,439 ) - Contingently redeemable Class A Common Stock - Ending Balance 16,907,349 103,730,000 |
Schedule of Basic and Diluted Net Income Loss Per Common share | Schedule of Basic and Diluted Net Income Loss Per Common share For the Three months Ended June 30, 2023 For the Three months Ended June 30, 2022 For the Six months Ended June 30, 2023 For the Six months Ended June 30, 2022 Class A common stock Numerator: net income (loss) allocable to Class A common stock $ 163,799 $ (68,502 ) $ 906,431 $ (190,900 ) Denominator: weighted average number of Class A common stock 4,921,039 10,592,700 7,756,869 10,592,700 Basic and diluted net income (loss) per redeemable Class A common stock $ 0.03 $ (0.01 ) $ 0.12 $ (0.02 ) Class B common stock Numerator: net income (loss) allocable to non-redeemable Class B common stock $ (279,931 ) $ (49,492 _ $ (300,252 ) $ (81,197 ) Denominator: weighted average number of Class B common stock 2,530,000 2,530,000 2,530,000 2,530,000 Basic and diluted net income (loss) per Class B common stock (0.11 ) (0.02 ) $ (0.12 ) $ (0.03 ) |
Description of Organization a_2
Description of Organization and Business Operations (Details Narrative) - USD ($) | 6 Months Ended | ||||||||||||
Nov. 03, 2023 | May 03, 2023 | May 01, 2023 | Nov. 03, 2021 | Jun. 30, 2023 | Aug. 03, 2023 | Aug. 01, 2023 | Jun. 05, 2023 | Jun. 02, 2023 | Feb. 02, 2023 | Dec. 31, 2022 | Oct. 28, 2022 | Sep. 02, 2021 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||
Shares price | $ 0.045 | $ 0.10 | $ 0.009 | ||||||||||
Cash | $ 90,200,000 | $ 191,578 | |||||||||||
Working capital deficit | 9,602,334 | ||||||||||||
Business combination, recognized identifiable assets acquired and liabilities assumed, finite-lived intangibles | $ 5,000,001 | ||||||||||||
Repurchase share price per share | $ 10 | ||||||||||||
Stock repurchase value | $ 215,000,000 | ||||||||||||
Asset held in trust account | $ 100,000 | $ 8,507,492 | 100,000 | $ 7,256,286 | $ 7,276,520 | $ 1,012,000 | $ 1,012,000 | ||||||
Diluted per share | $ 0.045 | $ 10.61 | |||||||||||
Shares outstanding | 1,612,508 | ||||||||||||
Interest to pay dissolution expenses | $ 100,000 | ||||||||||||
Agreement description | Our Sponsor has agreed that it will be liable to us if and to the extent any claims by a third party (other than the independent public accounting firm) for services rendered or products sold to us, or a prospective target business with which we have entered into a written letter of intent, confidentiality or similar agreement or Business Combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.15 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.15 per Public Share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under our indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act. However, we have not asked our Sponsor to reserve for such indemnification obligations, nor have we independently verified whether our Sponsor has sufficient funds to satisfy its indemnity obligations and believe that our Sponsor’s only assets are securities of our company. Therefore, we cannot assure you that our Sponsor would be able to satisfy those obligations. None of our officers or directors will indemnify us for claims by third parties including, without limitation, claims by vendors and prospective target businesses | ||||||||||||
Subsequent Event [Member] | |||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||
Asset held in trust account | $ 7,256,286 | $ 7,256,286 | |||||||||||
Unsecured Promissory Note [Member] | |||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||
Asset held in trust account | $ 2,024,000 | ||||||||||||
Fair Market Value [Member] | |||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||
Business acquisition, percentage of voting interests acquired | 80% | ||||||||||||
Trust [Member] | |||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||
Business acquisition, percentage of voting interests acquired | 50% | ||||||||||||
Common Class A [Member] | |||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||
Shares price | $ 11.50 | ||||||||||||
Unit issued price | $ 18 | ||||||||||||
Common stock par value | $ 0.0001 | 0.0001 | $ 0.0001 | ||||||||||
Closing IPO [Member] | Sponsor [Member] | |||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||
Proceeds from issuance or sale of equity | $ 102,718,000 | ||||||||||||
Forecast [Member] | |||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||
Asset held in trust account | $ 7,256,286 | ||||||||||||
IPO [Member] | |||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||
Stock issued during period, shares, new issues | 8,800,000 | ||||||||||||
Shares price | $ 10 | $ 11.50 | |||||||||||
Proceeds from issuance initial public offering | $ 88,000,000 | ||||||||||||
Deferred underwriting fee | 7,520,024 | ||||||||||||
Cash underwriting fee | 3,542,000 | ||||||||||||
Over-Allotment Option [Member] | |||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||
Deferred underwriting fee | $ 3,542,000 | ||||||||||||
Cash underwriting fee | 264,000 | 2,024,000 | |||||||||||
Proceeds from issuance or sale of equity | $ 13,200,000 | ||||||||||||
Transaction costs | 7,520,024 | ||||||||||||
Other offering costs | 436,024 | ||||||||||||
Cash | $ 953,522 | ||||||||||||
Over-Allotment Option [Member] | Maximum [Member] | |||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||
Number of shares to be issued at closing of the offering | 1,320,000 | ||||||||||||
Over-Allotment Option [Member] | Sponsor [Member] | |||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||
Number of shares to be issued at closing of the offering | 46,200 | ||||||||||||
Proceeds from issuance or sale of equity | $ 462,000 | $ 4,727,000 | |||||||||||
Over-Allotment Option [Member] | Closing Sale [Member] | |||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||
Number of shares to be issued at closing of the offering | 1,320,000 | ||||||||||||
Unit issued price | $ 10 | ||||||||||||
Over-Allotment Option [Member] | Forecast [Member] | |||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||
Exercise price per share | $ 0.045 | ||||||||||||
Over-Allotment Option [Member] | Forecast [Member] | Maximum [Member] | |||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||
Deposits | $ 7,256,286 | ||||||||||||
Private Placement [Member] | Sponsor [Member] | |||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||
Shares price | $ 10 | $ 10 | |||||||||||
Number of shares to be issued at closing of the offering | 426,500 | 472,700 | |||||||||||
Proceeds from issuance or sale of equity | $ 4,265,000 |
Schedule of Class A Common Stoc
Schedule of Class A Common Stock Reflected on the Balance Sheet (Details) - USD ($) | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | |
Accounting Policies [Abstract] | |||
Contingently redeemable Class A Common Stock – Opening Balance | $ 103,730,000 | $ 102,718,000 | $ 102,718,000 |
Re-measurement of Class A Common Stock Subject to Possible Redemption | 3,267,788 | 1,012,000 | |
Payment to redeemed shareholders | (90,090,439) | ||
Contingently redeemable Class A Common Stock - Ending Balance | $ 16,907,349 | $ 103,730,000 |
Schedule of Basic and Diluted N
Schedule of Basic and Diluted Net Income Loss Per Common share (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Common Class A [Member] | ||||
Numerator: net income (loss) allocable to non-redeemable Class B common stock | $ 163,799 | $ (68,502) | $ 906,431 | $ (190,900) |
Denominator: weighted average number of Class B common stock | 4,921,039 | 10,592,700 | 7,756,869 | 10,592,700 |
Basic net income (loss) per redeemable Class B common stock | $ 0.03 | $ (0.01) | $ 0.12 | $ (0.02) |
Diluted net income (loss) per redeemable Class B common stock | $ 0.03 | $ (0.01) | $ 0.12 | $ (0.02) |
Common Class B [Member] | ||||
Numerator: net income (loss) allocable to non-redeemable Class B common stock | $ (279,931) | $ (49,492) | $ (300,252) | $ (81,197) |
Denominator: weighted average number of Class B common stock | 2,530,000 | 2,530,000 | 2,530,000 | 2,530,000 |
Basic net income (loss) per redeemable Class B common stock | $ (0.11) | $ (0.02) | $ (0.12) | $ (0.03) |
Diluted net income (loss) per redeemable Class B common stock | $ (0.11) | $ (0.02) | $ (0.12) | $ (0.03) |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||||||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | Jun. 05, 2023 | Jun. 02, 2023 | May 03, 2023 | May 01, 2023 | Feb. 02, 2023 | Oct. 28, 2022 | |
Cash | $ 191,578 | $ 191,578 | $ 71,650 | ||||||||
Cash equivalents | 0 | 0 | 0 | ||||||||
Unrecognized tax benefits | 5,000 | 5,000 | 5,000 | ||||||||
Accrued interest and penalties | 0 | 0 | |||||||||
Provision for income taxes | 362,668 | 362,668 | |||||||||
Asset, Held-in-Trust | 100,000 | 100,000 | $ 7,256,286 | $ 7,276,520 | $ 100,000 | $ 8,507,492 | $ 1,012,000 | $ 1,012,000 | |||
Payment from trust account | 90,090,439 | ||||||||||
Federal depository insurance coverage | 250,000 | 250,000 | 250,000 | ||||||||
Marketable securities | $ 17,656,087 | $ 17,656,087 | $ 105,082,318 | ||||||||
Common Class A [Member] | |||||||||||
Temporary Equity, Shares Outstanding | 1,612,508 | 1,612,508 | 10,120,000 |
Public Offering (Details Narrat
Public Offering (Details Narrative) - $ / shares | 6 Months Ended | ||||
Jun. 30, 2023 | Jun. 05, 2023 | Oct. 28, 2022 | Nov. 03, 2021 | Sep. 02, 2021 | |
Subsidiary, Sale of Stock [Line Items] | |||||
Exercise price | $ 0.045 | $ 0.10 | $ 0.009 | ||
IPO [Member] | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Sale of stock number of shares issued in transaction | 10,120,000 | ||||
Sale of stock, price per share | $ 10 | ||||
Exercise price | $ 11.50 | $ 10 |
Private Placement (Details Narr
Private Placement (Details Narrative) - USD ($) | 6 Months Ended | ||||
Nov. 03, 2021 | Jun. 30, 2023 | Jun. 05, 2023 | Oct. 28, 2022 | Sep. 02, 2021 | |
Defined Benefit Plan Disclosure [Line Items] | |||||
Unit issued price | $ 0.045 | $ 0.10 | $ 0.009 | ||
Over-Allotment Option [Member] | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Gross proceeds from transaction | $ 13,200,000 | ||||
Sponsor [Member] | Private Placement [Member] | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Number of shares to be issued at closing of the offering | 426,500 | 472,700 | |||
Unit issued price | $ 10 | $ 10 | |||
Gross proceeds from transaction | $ 4,265,000 | ||||
Sponsor [Member] | Over-Allotment Option [Member] | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Number of shares to be issued at closing of the offering | 46,200 | ||||
Gross proceeds from transaction | $ 462,000 | $ 4,727,000 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | 6 Months Ended | ||||||||||||
Nov. 04, 2022 | Sep. 02, 2021 | Aug. 31, 2021 | Jun. 30, 2023 | Jun. 30, 2022 | Jun. 05, 2023 | Jun. 02, 2023 | May 03, 2023 | May 01, 2023 | Feb. 02, 2023 | Dec. 31, 2022 | Oct. 28, 2022 | Aug. 09, 2022 | |
Related Party Transaction [Line Items] | |||||||||||||
Cash and cash equivalents, at carrying value | $ 191,578 | $ 71,650 | |||||||||||
Shares price | $ 0.009 | $ 0.045 | $ 0.10 | ||||||||||
Agreement description | Our Sponsor has agreed that it will be liable to us if and to the extent any claims by a third party (other than the independent public accounting firm) for services rendered or products sold to us, or a prospective target business with which we have entered into a written letter of intent, confidentiality or similar agreement or Business Combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.15 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.15 per Public Share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under our indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act. However, we have not asked our Sponsor to reserve for such indemnification obligations, nor have we independently verified whether our Sponsor has sufficient funds to satisfy its indemnity obligations and believe that our Sponsor’s only assets are securities of our company. Therefore, we cannot assure you that our Sponsor would be able to satisfy those obligations. None of our officers or directors will indemnify us for claims by third parties including, without limitation, claims by vendors and prospective target businesses | ||||||||||||
Working capital loan | $ 129,900 | ||||||||||||
Asset held in trust account | 100,000 | $ 7,256,286 | $ 7,276,520 | $ 100,000 | $ 8,507,492 | $ 1,012,000 | $ 1,012,000 | ||||||
General and administrative expense | $ 60,000 | $ 60,000 | |||||||||||
Dr George Cho Yin So [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Beneficial ownership percentage | 7.40% | ||||||||||||
Dr George Cho Yiu So [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Proceeds from collection of advance to affiliate | $ 1,000,000 | ||||||||||||
Dr George Cho Yiu So [Member] | Business Combination Agreement [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Business combination transaction | $ 1,000,000 | ||||||||||||
Over-Allotment Option [Member] | Underwriters [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Aggregate underwriting discount | $ 7,256,286 | ||||||||||||
Unsecured Promissory Notes [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Asset held in trust account | 2,241,891 | ||||||||||||
Sponsor [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Cash and cash equivalents, at carrying value | $ 25,000 | ||||||||||||
Working capital loan | 463,800 | ||||||||||||
Sponsor [Member] | Vision Sensing LLC [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Other general and administrative expense | $ 10,000 | ||||||||||||
Sponsor [Member] | Additional Placement [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Additional placement unit price | $ 10 | ||||||||||||
Sponsor [Member] | Convertible Notes [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Line of credit | $ 1,000,000 | ||||||||||||
Sponsor [Member] | Unsecured Promissory Note [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Aggregate principal amount borrow up to | $ 300,000 | ||||||||||||
Debt instrument description | The note was non-interest bearing and payable on the earlier of (i) December 31, 2022 or (ii) the consummation of our Initial Public Offering. The promissory note was fully repaid on November 8, 2021 | ||||||||||||
Sponsor [Member] | Common Class B [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Issuance of common stock | 2,530,000 | ||||||||||||
Agreement description | The holders of the Founder Shares have agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur of: (A) six months after the completion of a Business Combination and (B) subsequent to a Business Combination, (x) if the last reported sale price of the Class A Common Stock equals or exceeds $12.00 per share (as adjusted for share splits, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital share exchange or other similar transaction that results in all of the Public Stockholders having the right to exchange their shares of common stock for cash, securities or other property |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) - USD ($) | 6 Months Ended | |
Nov. 03, 2021 | Jun. 30, 2023 | |
Loss Contingencies [Line Items] | ||
Cash underwriting discount percentage | 2% | |
Deferred fee percentage | 3.50% | |
Underwriters [Member] | ||
Loss Contingencies [Line Items] | ||
Deferred underwriting fee | $ 2,024,000 | |
Over-Allotment Option [Member] | ||
Loss Contingencies [Line Items] | ||
Proceeds from issuance or sale of equity | $ 13,200,000 | |
Over-Allotment Option [Member] | Closing Sale [Member] | ||
Loss Contingencies [Line Items] | ||
Number of shares to be issued in transaction | 1,320,000 | |
Share price | $ 10 | |
Over-Allotment Option [Member] | Maximum [Member] | ||
Loss Contingencies [Line Items] | ||
Number of shares to be issued in transaction | 1,320,000 | |
IPO [Member] | ||
Loss Contingencies [Line Items] | ||
Proceeds from underwriting expense | $ 3,542,000 |
Stockholders_ Equity (Details N
Stockholders’ Equity (Details Narrative) - $ / shares | 6 Months Ended | ||
Jun. 30, 2023 | Dec. 31, 2022 | Nov. 03, 2021 | |
Class of Stock [Line Items] | |||
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | |
Preferred stock, par value | $ 0.0001 | $ 0.0001 | |
Preferred stock, shares outstanding | 0 | 0 | |
Warrant price per share | $ 0.01 | ||
Common Class A [Member] | |||
Class of Stock [Line Items] | |||
Common stock, shares authorized | 100,000,000 | 100,000,000 | |
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common stock, voting rights | Holders of the Company’s Class A common stock are entitled to one vote for each share | ||
Common stock, shares, issued | 472,700 | 472,700 | |
Common stock, shares, outstanding | 472,700 | 472,700 | |
Temporary shares | 1,612,508 | 10,120,000 | |
Share price | $ 18 | ||
Common Class B [Member] | |||
Class of Stock [Line Items] | |||
Common stock, shares authorized | 10,000,000 | 10,000,000 | |
Common stock, par value | $ 0.0001 | $ 0.0001 | |
Common stock, voting rights | Holders of the Company’s Class B common stock are entitled to one vote for each share | ||
Common stock, shares, issued | 2,530,000 | 2,530,000 | |
Common stock, shares, outstanding | 2,530,000 | 2,530,000 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | Aug. 01, 2023 | Jun. 30, 2023 | Dec. 31, 2022 |
Subsequent Event [Line Items] | |||
Deposited to trust account | $ 17,656,087 | ||
Subsequent Event [Member] | Sponsor [Member] | |||
Subsequent Event [Line Items] | |||
Deposited to trust account | $ 72,562.86 | ||
Principal amount | $ 72,562.86 |