Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2023 | Nov. 20, 2023 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Sep. 30, 2023 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2023 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 001-41105 | |
Entity Registrant Name | ROTH CH ACQUISITION V CO. | |
Entity Central Index Key | 0001885998 | |
Entity Tax Identification Number | 86-1229207 | |
Entity Incorporation, State or Country Code | DE | |
Entity Address, Address Line One | 888 San Clemente Drive | |
Entity Address, Address Line Two | Suite 400 | |
Entity Address, City or Town | Newport Beach | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 92660 | |
City Area Code | (949) | |
Local Phone Number | 720-5700 | |
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 | |
Entity Common Stock, Shares Outstanding | 5,847,012 | |
Common Stock [Member] | ||
Title of 12(b) Security | Common Stock | |
Trading Symbol | ROCL | |
Security Exchange Name | NASDAQ | |
Warrants | ||
Title of 12(b) Security | Warrants | |
Trading Symbol | ROCLW | |
Security Exchange Name | NASDAQ | |
Units | ||
Title of 12(b) Security | Units | |
Trading Symbol | ROCLU | |
Security Exchange Name | NASDAQ |
CONDENSED BALANCE SHEETS (UNAUD
CONDENSED BALANCE SHEETS (UNAUDITED) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Current assets | ||
Cash | $ 112,941 | $ 687,471 |
Prepaid expenses | 76,766 | 150,250 |
Cash and marketable securities held in Trust Account | 26,711,906 | 118,377,460 |
Total Current Assets | 26,901,613 | 119,215,181 |
Total Assets | 26,901,613 | 119,215,181 |
Current liabilities | ||
Accrued expenses | 733,415 | 224,719 |
Due to Non-redeeming Stockholders | 151,189 | |
Promissory note – related party | 250,000 | |
Excise taxes payable | 930,108 | |
Income taxes payable | 51,673 | 421,211 |
Total Current Liabilities | 2,116,385 | 645,930 |
Common stock subject to possible redemption, $0.0001 par value; 2,510,512 and 11,500,000 shares at $10.59 per share and $10.24 per share redemption value as of September 30, 2023 and December 31, 2022, respectively | 26,591,561 | 117,809,374 |
Stockholders’ (Deficit) Equity | ||
Common stock, $0.0001 par value; 50,000,000 shares authorized; 3,336,500 shares issued and outstanding (excluding 2,510,512 and 11,500,000 shares subject to possible redemption) as of September 30, 2023 and December 31, 2022, respectively | 334 | 334 |
Additional paid-in capital | 205,072 | |
Accumulated (deficit) earnings | (1,806,667) | 554,471 |
Total Stockholders’ (Deficit) Equity | (1,806,333) | 759,877 |
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | $ 26,901,613 | $ 119,215,181 |
CONDENSED BALANCE SHEETS (UNA_2
CONDENSED BALANCE SHEETS (UNAUDITED) (Parenthetical) - $ / shares | Sep. 30, 2023 | Dec. 31, 2022 |
Common stock subject to possible redemption, outstanding (in shares) | 2,510,512 | 11,500,000 |
Common stock, par value (per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 50,000,000 | 50,000,000 |
Common stock, shares issued | 3,336,500 | 3,336,500 |
Common stock, shares outstanding | 3,336,500 | 3,336,500 |
Common Stock Subject To Possible Redemption [Member] | ||
Common stock subject to possible redemption, par value (per share) | $ 0.0001 | $ 0.0001 |
Common stock subject to possible redemption, outstanding (in shares) | 2,510,512 | 11,500,000 |
Common stock subject to possible redemption, redemption value (per share) | $ 10.59 | $ 10.24 |
CONDENSED STATEMENTS OF OPERATI
CONDENSED STATEMENTS OF OPERATIONS (UNAUDITED) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Income Statement [Abstract] | ||||
General and administrative expenses | $ 908,357 | $ 122,934 | $ 1,293,488 | $ 416,559 |
Loss from operations | (908,357) | (122,934) | (1,293,488) | (416,559) |
Other income (expense) | ||||
Interest earned on marketable securities held in Trust Account | 343,491 | 526,853 | 2,641,366 | 697,289 |
Change in fair value of due to non-redeeming stockholders | 8,811 | (471,189) | ||
Total other income, net | 352,302 | 526,853 | 2,170,177 | 697,289 |
(Loss) Income before provision for income taxes | (556,055) | 403,919 | 876,689 | 280,730 |
Provision for income taxes | (90,037) | (99,588) | (719,832) | (117,471) |
Net (loss) income | $ (646,092) | $ 304,331 | $ 156,857 | $ 163,259 |
Basic and diluted weighted average shares outstanding, common stock subject to possible redemption | 2,510,512 | 11,500,000 | 7,482,720 | 11,500,000 |
Basic and diluted net (loss) income per common share, common stock subject to possible redemption | (0.07) | 0.03 | 0.13 | 0.02 |
Basic and diluted weighted average shares outstanding, non-redeemable common stock | $ 3,336,500 | $ 3,336,500 | $ 3,336,500 | $ 3,336,500 |
Basic and diluted net (loss) income per share, non-redeemable common stock | $ (0.14) | $ 0 | $ (0.24) | $ (0.02) |
CONDENSED STATEMENTS OF CHANGES
CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS' (DEFICIT) EQUITY (UNAUDITED) - USD ($) | Common Stock [Member] | Additional Paid-in Capital [Member] | Stock Subscription Receivablefrom Stockholder [Member] | Retained Earnings [Member] | Total |
Balance — June 30, 2022 at Dec. 31, 2021 | $ 334 | $ 1,289,446 | $ (167,644) | $ 1,122,136 | |
Beginning Balance, Shares at Dec. 31, 2021 | 3,336,500 | ||||
Net income | (151,738) | (151,738) | |||
Balance — September 30, 2022 at Mar. 31, 2022 | $ 334 | 1,289,446 | (319,382) | 970,398 | |
Ending Balance, Shares at Mar. 31, 2022 | 3,336,500 | ||||
Accretion of carrying value to redemption value | (72,983) | (72,983) | |||
Net income | 10,666 | 10,666 | |||
Balance — September 30, 2022 at Jun. 30, 2022 | $ 334 | 1,216,463 | (308,716) | 908,081 | |
Ending Balance, Shares at Jun. 30, 2022 | 3,336,500 | ||||
Accretion of carrying value to redemption value | (369,382) | (369,382) | |||
Net income | 304,331 | 304,331 | |||
Balance — September 30, 2022 at Sep. 30, 2022 | $ 334 | 847,081 | (4,385) | 843,030 | |
Ending Balance, Shares at Sep. 30, 2022 | 3,336,500 | ||||
Balance — June 30, 2022 at Dec. 31, 2022 | $ 334 | 205,072 | 554,471 | 759,877 | |
Beginning Balance, Shares at Dec. 31, 2022 | 3,336,500 | ||||
Accretion of carrying value to redemption value | (205,072) | (669,501) | (874,573) | ||
Net income | 708,556 | 708,556 | |||
Balance — September 30, 2022 at Mar. 31, 2023 | $ 334 | 593,526 | 593,860 | ||
Ending Balance, Shares at Mar. 31, 2023 | 3,336,500 | ||||
Accretion of carrying value to redemption value | (729,454) | (729,454) | |||
Excise taxes on stock redemption | (930,108) | (930,108) | |||
Net income | 94,393 | 94,393 | |||
Balance — September 30, 2022 at Jun. 30, 2023 | $ 334 | (971,643) | (971,309) | ||
Ending Balance, Shares at Jun. 30, 2023 | 3,336,500 | ||||
Accretion of carrying value to redemption value | (188,932) | (188,932) | |||
Net income | (646,092) | (646,092) | |||
Balance — September 30, 2022 at Sep. 30, 2023 | $ 334 | $ (1,806,667) | $ (1,806,333) | ||
Ending Balance, Shares at Sep. 30, 2023 | 3,336,500 |
CONDENSED STATEMENTS OF CASH FL
CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED) - USD ($) | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Cash Flows from Operating Activities: | ||
Net income | $ 156,857 | $ 163,259 |
Adjustment to reconcile net income to net cash used in operating activities: | ||
Interest earned on marketable securities held in Trust Account | (2,641,366) | (697,289) |
Change in fair value of due to non-redeeming stockholders | 471,189 | |
Changes in operating assets and liabilities: | ||
Prepaid expenses | 73,484 | 130,158 |
Accrued expenses | 508,696 | 72,077 |
Income taxes payable | (369,538) | 117,471 |
Net cash used in operating activities | (1,800,678) | (214,324) |
Cash Flows from Investing Activities: | ||
Cash withdrawn from Trust Account to pay franchise and income taxes | 1,296,148 | |
Cash withdrawn from Trust Account in connection with redemption | 93,010,772 | |
Net cash provided by investing activities | 94,306,920 | |
Cash Flows from Financing Activities: | ||
Proceeds from promissory note - related party | 250,000 | |
Payments to non-redeeming stockholders | (320,000) | |
Redemption of common stock | (93,010,772) | |
Net cash used in financing activities | (93,080,772) | |
Net Change in Cash | (574,530) | (214,324) |
Cash – Beginning of period | 687,471 | 898,895 |
Cash – End of period | 112,941 | 684,571 |
Non-cash financing activities: | ||
Change in value of Class A common stock subject to possible redemption | 1,792,959 | 442,365 |
Excise taxes on stock redemption | 930,108 | |
Supplemental information | ||
Income taxes paid | $ 1,089,370 |
DESCRIPTION OF ORGANIZATION AND
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | 9 Months Ended |
Sep. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Roth CH Acquisition V Co. (the “Company”) was incorporated in Delaware on November 5, 2020. The Company is a blank check company formed for the purpose of entering into a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination with 1 As of September 30, 2023, the Company had not commenced any operations. All activity through September 30, 2023 related to the Company’s formation and the initial public offering (“Initial Public Offering”), which is described below, and, subsequent to the Initial Public Offering, identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company generates non-operating income in the form of interest income on marketable securities held in the Trust Account (as defined below). The registration statement for the Company’s Initial Public Offering was declared effective on November 30, 2021. On December 3, 2021, the Company consummated the Initial Public Offering of 11,500,000 1,500,000 10.00 115,000,000 Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 461,500 10.00 4,615,000 Transaction costs amounted to $ 1,625,220 1,150,000 475,220 Following the closing of the Initial Public Offering on December 3, 2021, an amount of $ 116,725,000 10.15 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 Units, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete a Business Combination having an aggregate fair market value of at least 80 50 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 $ 10.15 The Company will proceed with a Business Combination if the Company has net tangible assets of at least $ 5,000,001 The Initial Stockholders have agreed (a) to waive their redemption rights with respect to their Founder Shares, Private Shares and Public Shares held by them in connection with the completion of a Business Combination and (b) not to propose an amendment to the Amended and Restated Certificate of Incorporation that would affect a public stockholders’ ability to convert or sell their shares to the Company in connection with a Business Combination or affect the substance or timing of the Company’s obligation to redeem 100 The Company will have until December 4, 2023 (unless the Company extends the period of time it has to complete an initial business combination) to complete a Business Combination (the “Combination Period”). 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 earned on the funds held in the Trust Account and not previously released to the Company to pay taxes and liquidation 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. On May 17, 2023, the Company held a special meeting of stockholders (the “Special Meeting”), at which the Company’s stockholders approved an amendment (the “Extension Amendment”) to the Amended and Restated Certificate of Incorporation to give the Company the right to extend the date by which the Company has to consummate a business combination up to six ( 6 1 8,989,488 10.36 93,010,772 27,077,077 On May 3 and 4, 2023, the Company entered into non-redemption agreements with certain stockholders owning, in the aggregate, 2,000,000 0.04 0.04 480,000 151,189 8,811 471,189 The Initial Stockholders have agreed to waive their liquidation rights with respect to the Founder Shares and Private Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Initial Stockholders acquire Public Shares in or after the Initial Public Offering, 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. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the per share value deposited into the Trust Account ($ 10.15 In order to protect the amounts held in the Trust Account, the Initial Stockholders have 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 $ 10.15 Liquidity and Going Concern As of September 30, 2023, the Company had $ 112,941 1,926,678 Until the consummation of a Business Combination, the Company will be using the funds not held in the Trust Account for performing due diligence on prospective target businesses, paying for travel expenditures, and structuring, negotiating, and consummating the Business Combination. On July 26, 2023, the Company issued an unsecured promissory note in the aggregate amount of up to $ 750,000 250,000 The Company will need to raise additional capital through loans or additional investments from the Initial Stockholders or its officers, directors or their affiliates. The Initial Stockholders and the Company’s officers and directors or their affiliates may, but are not obligated to, loan the Company funds, from time to time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s working capital needs. Accordingly, the Company may not be able to obtain additional financing. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead expenses. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. If an initial business combination is not consummated by the required date, there will be a mandatory liquidation and subsequent dissolution. These conditions raise substantial doubt about the Company’s ability to continue as a going concern one year from the date that these financial statements are issued. The Company plans to address this uncertainty through working capital loans and through consummation of our initial business combination. There is no assurance that working capital loans will be available to the Company or that our plans to consummate a business combination will be successful; therefore, there is substantial doubt about our ability to continue as a going concern. These financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern. Risks and Uncertainties The Company continues to evaluate the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that COVID-19 could have a negative effect on the Company’s search for a target company for a Business Combination, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. 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 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. In connection with the stockholders’ vote at the Special Meeting, public stockholders exercised their right to redeem 8,989,488 93,010,772 930,108 1 |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2022, as filed with the SEC. The interim results for the three and nine months ended September 30, 2023 are not necessarily indicative of the results to be expected for the year ending December 31, 2023 or for any future periods. Use of Estimates The preparation of financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did no Marketable Securities Held in Trust Account At September 30, 2023 and December 31, 2022, all of the assets held in the Trust Account were held in money market funds which are invested primarily in U. S. Treasury securities. Common Stock Subject to Possible Redemption The Company accounts for its common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, 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, at September 30, 2023 and December 31, 2022, common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheets. 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. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount value. The change in the carrying value of redeemable common stock resulted in a charge against additional paid-in capital to the extent possible, and when additional paid-in capital is reduced to 0 At September 30, 2023 and December 31, 2022, the common stock subject to possible redemption reflected in the balance sheets is reconciled in the following table: Schedule of reconciliation of common stock subject to possible redemption reflected in the balance sheets Gross proceeds $ 115,000,000 Less: Common stock issuance costs (1,625,220 ) Plus: Accretion of carrying value to redemption value 3,350,220 Common stock subject to possible redemption, December 31, 2021 116,725,000 Plus: Accretion of carrying value to redemption value 1,084,374 Common stock subject to possible redemption, December 31, 2022 117,809,374 Less: Shares Redeemed (93,010,772 ) Plus: Accretion of carrying value to redemption value 1,792,959 Common stock subject to possible redemption, September 30, 2023 $ 26,591,561 Income Taxes The Company accounts for income taxes under ASC 740, “Income Taxes.” ASC 740, Income Taxes, requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the unaudited condensed financial statements 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. As of September 30, 2023 and December 31, 2022, the Company’s deferred tax asset had a full valuation allowance recorded against it. The effective tax rate was 16.19 24.66 82.11 41.84 21 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 no The Company has identified the United States as its only “major” tax jurisdiction. The Company is subject to income taxation by major taxing authorities since inception. These examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. Net (Loss) Income per Common Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two types of common stock – redeemable common stock and non-redeemable common stock. The Company calculates its earnings per share to allocate net (loss) income pro rata to redeemable and non-redeemable common stock. This presentation contemplates a Business Combination as the most likely outcome, in which case, both classes of common stock share pro rata in the (loss) income of the Company. In order to determine the net (loss) income attributable to both the redeemable and non-redeemable common stock, the Company first considered the total (loss) income allocable to both sets of shares. This is calculated using the total net (loss) income less any dividends paid. For the purposes of calculating net (loss) income per share, any remeasurement of the accretion to redemption value of the redeemable common stock subject to redemption and the excise tax calculated on the redemption of shares are considered to be dividends paid to the holders of the redeemable common stock. The calculation of diluted (loss) income per common share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, and (ii) the private placement since the exercise of the warrants is contingent upon the occurrence of future events. The warrants are exercisable to purchase 5,980,750 The following tables reflect the calculation of basic and diluted net (loss) income per common share (in dollars, except per share amounts): Schedule of calculation of basic and diluted net income (loss) per common share For the For the 2023 2022 2023 2022 Net (loss) income $ (646,092 ) $ 304,331 $ 156,857 $ 163,259 Accretion of redeemable common stock to redemption amount (188,932 ) (369,382 ) (1,792,959 ) (442,365 ) Excise taxes on stock redemption - - (930,108 ) - Net loss including accretion of temporary equity to redemption value and excise taxes on stock redemption $ (835,024 ) $ (65,051 ) $ (2,566,210 ) $ (279,106 ) For the Three Months Ended For the Nine Months Ended 2023 2022 2023 2022 Redeemable Non-redeemable Redeemable Non-redeemable Redeemable Non-redeemable Redeemable Non-redeemable Common stock Common stock Common stock Common stock Common stock Common stock Common stock Common stock Basic and diluted net (loss) income per common share Numerator: Allocation of net loss including accretion of temporary equity to redemption value $ (358,531 ) $ (476,493 ) $ (50,422 ) $ (14,629 ) $ (1,774,826 ) $ (791,384 ) $ (216,339 ) $ (62,767 ) Accretion of common stock to redemption value 188,932 - 369,382 - $ 1,792,959 - 442,365 - Excise taxes on stock redemption - - - - 930,108 - - - Net (loss) income $ (169,599 ) $ (476,493 ) $ 318,960 $ (14,629 ) $ 948,241 $ (791,384 ) $ 226,026 $ (62,767 ) Denominator: Basic and diluted weighted average shares outstanding 2,510,512 3,336,500 11,500,000 3,336,500 7,482,720 3,336,500 11,500,000 3,336,500 Basic and diluted net (loss) income per common share $ (0.07 ) $ (0.14 ) $ 0.03 $ (0.00 ) $ 0.13 $ (0.24 ) $ 0.02 $ (0.02 ) Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Corporation coverage limit of $250,000. 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 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying balance sheets, primarily due to their short-term nature. Warrant Classification The Company accounts for warrants as either equity-classified instruments or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification(“ASC”) 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own common stock, among other conditions for equity classification. 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 additional paid-in capital 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 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. The Company’s has analyzed the Public Warrants and Private Warrants and determined they are considered to be freestanding instruments and do not exhibit any of the characteristics in ASC 480 and therefore are not classified as liabilities under ASC 480 or ASC 815. |
INITIAL PUBLIC OFFERING
INITIAL PUBLIC OFFERING | 9 Months Ended |
Sep. 30, 2023 | |
Initial Public Offering | |
INITIAL PUBLIC OFFERING | NOTE 3. INITIAL PUBLIC OFFERING On December 3, 2021, pursuant to the Initial Public Offering, the Company sold 11,500,000 1,500,000 10.00 1 1 11.50 |
PRIVATE PLACEMENT
PRIVATE PLACEMENT | 9 Months Ended |
Sep. 30, 2023 | |
Private Placement | |
PRIVATE PLACEMENT | NOTE 4. PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, certain of the Initial Stockholders purchased from the Company an aggregate of 461,500 10.00 4,615,000 1 1 11.50 |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 9 Months Ended |
Sep. 30, 2023 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 5. RELATED PARTY TRANSACTIONS Founder Shares In December 2020, certain of the Initial Stockholders purchased an aggregate of 4,312,500 25,000 1,547,802 959 1,437,500 110,302 959 2,875,000 56,932 495 The sale of the Founder Shares to certain of the Company’s Initial Stockholders and independent directors, as described above, is within the scope of FASB ASC Topic 718, “Compensation-Stock Compensation” (“ASC 718”). Under ASC 718, stock-based compensation associated with equity-classified awards is measured at fair value upon the grant date. The fair value of the 167,234 788,900 4.72 no The Initial Stockholders have agreed, subject to certain limited exceptions, not to transfer, assign or sell any of the Founder Shares until (1) with respect to 50 6 12.50 20 30 50 Working Capital Loans In addition, in order to finance transaction costs in connection with a Business Combination, the Initial Stockholders, or certain of the Company’s officers and directors or their affiliates may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would be repaid upon consummation of a Business Combination, without interest. On July 26, 2023, the Company issued an unsecured promissory note in the aggregate amount of up to $ 750,000 250,000 0 Underwriting Agreement and Business Combination Marketing Agreement The Company entered into an underwriting agreement and a business combination marketing agreement with Roth Capital Partners, LLC (“Roth”) and Craig-Hallum Capital Group LLC (“Craig-Hallum”), the underwriters in the Initial Public Offering. The underwriters are related parties of the Company. See Note 6 for a discussion of the business combination marketing agreement. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
Sep. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 6. COMMITMENTS AND CONTINGENCIES Registration Rights Pursuant to a registration rights agreement entered into on November 30, 2021, the holders of the Founder Shares, as well as the holders of the Private Units (and underlying securities), are entitled to registration rights. The holders of a majority of these securities are entitled to make up to two demands that the Company register such securities. They can elect to exercise these registration rights (i) at any time commencing three months prior to the date of release from escrow with respect to the Founder Shares or (ii) at any time after the Company consummates a Business Combination with respect to the Private Units (and the underlying securities). In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the consummation of a Business Combination. The registration rights agreement does not contain liquidating damages or other cash settlement provisions resulting from delays in registering the Company’s securities. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Notwithstanding the foregoing, they may not exercise demand or piggyback rights after five ( 5 7 Underwriting Agreement The underwriters received an underwriting discount of 1.0 1,150,000 Business Combination Marketing Agreement Pursuant to a business combination marketing agreement entered into on November 30, 2021, the Company engaged Roth and Craig-Hallum, the underwriters in the Initial Public Offering, as advisors in connection with its Business Combination to assist in the transaction structuring and negotiation of a definitive purchase agreement with respect to the Business Combination, hold meetings with the stockholders to discuss the Business Combination and the target’s attributes, introduce the Company to potential investors to purchase its securities in connection with the Business Combination, and assist with financial analysis, presentations, press releases and filings related to the Business Combination. The Company will pay Roth and Craig-Hallum a fee for such services upon the consummation of a Business Combination in an amount equal to, in the aggregate, 4.5 5,175,000 |
STOCKHOLDERS_ EQUITY
STOCKHOLDERS’ EQUITY | 9 Months Ended |
Sep. 30, 2023 | |
Equity [Abstract] | |
STOCKHOLDERS’ EQUITY | NOTE 7. STOCKHOLDERS’ EQUITY Common Stock 50,000,000 0.0001 8,989,488 3,336,500 2,510,512 11,500,000 Warrants 5,750,000 230,750 The Company will not issue fractional warrants. The Public Warrants will become exercisable 30 120 5 The Company may redeem the Public Warrants: ● in whole and not in part; ● at a price of $ 0.01 ● at any time after the warrants become exercisable; ● upon not less than 30 ● if, and only if, the reported last sale price of the shares of common stock equals or exceeds $ 18.00 20 30 ● if, and only if, there is a current registration statement in effect with respect to the shares of common stock underlying such warrants at the time of redemption and for the entire 30 If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of shares of common stock issuable on exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. However, except as described below, the warrants will not be adjusted for issuances of shares of common stock at a price below their respective exercise prices. 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 the respect to such warrants. Accordingly, the warrants may expire worthless. 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 a Business Combination at an issue price or effective issue price of less than $ 9.20 60 20 115 18.00 180 Except with respect to certain registration rights and transfer restrictions, the Private Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering. |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 9 Months Ended |
Sep. 30, 2023 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENTS | NOTE 8. 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. At September 30, 2023 and December 31, 2022, assets held in the Trust Account were comprised of $ 26,711,906 118,377,460 1,328,243 93,010,772 The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at September 30, 2023 and December 31, 2022 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value. Level 1 instruments include investments in money market funds. The Company uses inputs such as actual trade data, benchmark yields, quoted market prices from dealers or brokers, and other similar sources to determine the fair value of its investments. Schedule of company's assets that are measured at fair value on a recurring basis September 30, December 31, Description Level 2023 2022 Assets: U.S. Mutual Funds Held in Trust Account 1 $ 26,711,906 $ 118,377,460 Liabilities: Due to non-redeeming stockholders 3 $ 151,189 $ - Due to Non-redeeming Stockholders The payments due to the Non-redeeming Stockholders in connection with the non-redemption agreements are accounted for as liabilities in accordance with ASC 815-40 and are presented within due to Non-redeeming Stockholders on the accompanying balance sheets. The liability due to Non-redeeming Stockholders was initially valued based on the terms of the non-redemption agreements in which the Company and certain of our Initial Stockholders agreed to pay the Non-redeeming Stockholders that entered into such agreements $ 0.04 The following table presents the changes in the fair value of Level 3 liability due to Non-redeeming Stockholders: Schedule of changes in the fair value of Level 3 liability due to Non-redeeming Stockholders Fair value as of December 31, 2022 $ - Initial value 480,000 Payments to Non-redeeming Stockholders (320,000 ) Change in fair value of due to Non-redeeming Stockholders (8,811 ) Fair value as of September 30, 2023 $ 151,189 Transfers to/from Levels 1, 2 and 3 are recognized at the end of the reporting period in which a change in valuation technique or methodology occurs. There were no 1 2 3 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 9 Months Ended |
Sep. 30, 2023 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 9. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the condensed financial statements were issued. Based upon this review, other than stated below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the condensed financial statements. On October 2, 2023 and November 6, 2023, the Company paid an aggregate of $ 240,000 On October 2, 2023, October 3, 2023, October 10, 2023, and October 11, 2023, the Company drew additional amounts in the aggregate of $ 149,859 On October 9, 2023, the Company received a letter from The Nasdaq Stock Market LLC (“Nasdaq”), which stated that the Company no longer complies with Nasdaq’s continued listing rules on The Nasdaq Global Market due to the Company not having maintained a minimum of 400 total holders for continued listing, as required pursuant to Nasdaq Listing Rule 5450(a)(2). In accordance with the Nasdaq listing rules, the Company has 45 calendar days to submit a plan to regain compliance and, if Nasdaq accepts the plan, Nasdaq can grant the Company an extension of up to 180 calendar days from the date of the letter to evidence compliance. The Company plans to submit a compliance plan within the specified period. On November 8, 2023, the Company filed a preliminary proxy statement in connection with a special meeting of stockholders, at which the Company’s stockholders will consider and vote upon (i) a proposal to allow the Company, without further stockholder approval, to amend (the “Second Extension Amendment”) the Company’s amended and restated certificate of incorporation (the “Charter”), to extend the date by which the Company has to consummate a business combination up to twelve ( 12 1 vice versa |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2022, as filed with the SEC. The interim results for the three and nine months ended September 30, 2023 are not necessarily indicative of the results to be expected for the year ending December 31, 2023 or for any future periods. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did no |
Marketable Securities Held in Trust Account | Marketable Securities Held in Trust Account At September 30, 2023 and December 31, 2022, all of the assets held in the Trust Account were held in money market funds which are invested primarily in U. S. Treasury securities. |
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 Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, 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, at September 30, 2023 and December 31, 2022, common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheets. 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. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount value. The change in the carrying value of redeemable common stock resulted in a charge against additional paid-in capital to the extent possible, and when additional paid-in capital is reduced to 0 At September 30, 2023 and December 31, 2022, the common stock subject to possible redemption reflected in the balance sheets is reconciled in the following table: Schedule of reconciliation of common stock subject to possible redemption reflected in the balance sheets Gross proceeds $ 115,000,000 Less: Common stock issuance costs (1,625,220 ) Plus: Accretion of carrying value to redemption value 3,350,220 Common stock subject to possible redemption, December 31, 2021 116,725,000 Plus: Accretion of carrying value to redemption value 1,084,374 Common stock subject to possible redemption, December 31, 2022 117,809,374 Less: Shares Redeemed (93,010,772 ) Plus: Accretion of carrying value to redemption value 1,792,959 Common stock subject to possible redemption, September 30, 2023 $ 26,591,561 |
Income Taxes | Income Taxes The Company accounts for income taxes under ASC 740, “Income Taxes.” ASC 740, Income Taxes, requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the unaudited condensed financial statements 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. As of September 30, 2023 and December 31, 2022, the Company’s deferred tax asset had a full valuation allowance recorded against it. The effective tax rate was 16.19 24.66 82.11 41.84 21 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 no The Company has identified the United States as its only “major” tax jurisdiction. The Company is subject to income taxation by major taxing authorities since inception. These examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. |
Net (Loss) Income per Common Share | Net (Loss) Income per Common Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two types of common stock – redeemable common stock and non-redeemable common stock. The Company calculates its earnings per share to allocate net (loss) income pro rata to redeemable and non-redeemable common stock. This presentation contemplates a Business Combination as the most likely outcome, in which case, both classes of common stock share pro rata in the (loss) income of the Company. In order to determine the net (loss) income attributable to both the redeemable and non-redeemable common stock, the Company first considered the total (loss) income allocable to both sets of shares. This is calculated using the total net (loss) income less any dividends paid. For the purposes of calculating net (loss) income per share, any remeasurement of the accretion to redemption value of the redeemable common stock subject to redemption and the excise tax calculated on the redemption of shares are considered to be dividends paid to the holders of the redeemable common stock. The calculation of diluted (loss) income per common share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, and (ii) the private placement since the exercise of the warrants is contingent upon the occurrence of future events. The warrants are exercisable to purchase 5,980,750 The following tables reflect the calculation of basic and diluted net (loss) income per common share (in dollars, except per share amounts): Schedule of calculation of basic and diluted net income (loss) per common share For the For the 2023 2022 2023 2022 Net (loss) income $ (646,092 ) $ 304,331 $ 156,857 $ 163,259 Accretion of redeemable common stock to redemption amount (188,932 ) (369,382 ) (1,792,959 ) (442,365 ) Excise taxes on stock redemption - - (930,108 ) - Net loss including accretion of temporary equity to redemption value and excise taxes on stock redemption $ (835,024 ) $ (65,051 ) $ (2,566,210 ) $ (279,106 ) For the Three Months Ended For the Nine Months Ended 2023 2022 2023 2022 Redeemable Non-redeemable Redeemable Non-redeemable Redeemable Non-redeemable Redeemable Non-redeemable Common stock Common stock Common stock Common stock Common stock Common stock Common stock Common stock Basic and diluted net (loss) income per common share Numerator: Allocation of net loss including accretion of temporary equity to redemption value $ (358,531 ) $ (476,493 ) $ (50,422 ) $ (14,629 ) $ (1,774,826 ) $ (791,384 ) $ (216,339 ) $ (62,767 ) Accretion of common stock to redemption value 188,932 - 369,382 - $ 1,792,959 - 442,365 - Excise taxes on stock redemption - - - - 930,108 - - - Net (loss) income $ (169,599 ) $ (476,493 ) $ 318,960 $ (14,629 ) $ 948,241 $ (791,384 ) $ 226,026 $ (62,767 ) Denominator: Basic and diluted weighted average shares outstanding 2,510,512 3,336,500 11,500,000 3,336,500 7,482,720 3,336,500 11,500,000 3,336,500 Basic and diluted net (loss) income per common share $ (0.07 ) $ (0.14 ) $ 0.03 $ (0.00 ) $ 0.13 $ (0.24 ) $ 0.02 $ (0.02 ) |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Corporation coverage limit of $250,000. 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 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying balance sheets, primarily due to their short-term nature. |
Warrant Classification | Warrant Classification The Company accounts for warrants as either equity-classified instruments or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification(“ASC”) 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own common stock, among other conditions for equity classification. 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 additional paid-in capital 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 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. The Company’s has analyzed the Public Warrants and Private Warrants and determined they are considered to be freestanding instruments and do not exhibit any of the characteristics in ASC 480 and therefore are not classified as liabilities under ASC 480 or ASC 815. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
Schedule of reconciliation of common stock subject to possible redemption reflected in the balance sheets | Schedule of reconciliation of common stock subject to possible redemption reflected in the balance sheets Gross proceeds $ 115,000,000 Less: Common stock issuance costs (1,625,220 ) Plus: Accretion of carrying value to redemption value 3,350,220 Common stock subject to possible redemption, December 31, 2021 116,725,000 Plus: Accretion of carrying value to redemption value 1,084,374 Common stock subject to possible redemption, December 31, 2022 117,809,374 Less: Shares Redeemed (93,010,772 ) Plus: Accretion of carrying value to redemption value 1,792,959 Common stock subject to possible redemption, September 30, 2023 $ 26,591,561 |
Schedule of calculation of basic and diluted net income (loss) per common share | Schedule of calculation of basic and diluted net income (loss) per common share For the For the 2023 2022 2023 2022 Net (loss) income $ (646,092 ) $ 304,331 $ 156,857 $ 163,259 Accretion of redeemable common stock to redemption amount (188,932 ) (369,382 ) (1,792,959 ) (442,365 ) Excise taxes on stock redemption - - (930,108 ) - Net loss including accretion of temporary equity to redemption value and excise taxes on stock redemption $ (835,024 ) $ (65,051 ) $ (2,566,210 ) $ (279,106 ) For the Three Months Ended For the Nine Months Ended 2023 2022 2023 2022 Redeemable Non-redeemable Redeemable Non-redeemable Redeemable Non-redeemable Redeemable Non-redeemable Common stock Common stock Common stock Common stock Common stock Common stock Common stock Common stock Basic and diluted net (loss) income per common share Numerator: Allocation of net loss including accretion of temporary equity to redemption value $ (358,531 ) $ (476,493 ) $ (50,422 ) $ (14,629 ) $ (1,774,826 ) $ (791,384 ) $ (216,339 ) $ (62,767 ) Accretion of common stock to redemption value 188,932 - 369,382 - $ 1,792,959 - 442,365 - Excise taxes on stock redemption - - - - 930,108 - - - Net (loss) income $ (169,599 ) $ (476,493 ) $ 318,960 $ (14,629 ) $ 948,241 $ (791,384 ) $ 226,026 $ (62,767 ) Denominator: Basic and diluted weighted average shares outstanding 2,510,512 3,336,500 11,500,000 3,336,500 7,482,720 3,336,500 11,500,000 3,336,500 Basic and diluted net (loss) income per common share $ (0.07 ) $ (0.14 ) $ 0.03 $ (0.00 ) $ 0.13 $ (0.24 ) $ 0.02 $ (0.02 ) |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Fair Value Disclosures [Abstract] | |
Schedule of company's assets that are measured at fair value on a recurring basis | Schedule of company's assets that are measured at fair value on a recurring basis September 30, December 31, Description Level 2023 2022 Assets: U.S. Mutual Funds Held in Trust Account 1 $ 26,711,906 $ 118,377,460 Liabilities: Due to non-redeeming stockholders 3 $ 151,189 $ - |
Schedule of changes in the fair value of Level 3 liability due to Non-redeeming Stockholders | Schedule of changes in the fair value of Level 3 liability due to Non-redeeming Stockholders Fair value as of December 31, 2022 $ - Initial value 480,000 Payments to Non-redeeming Stockholders (320,000 ) Change in fair value of due to Non-redeeming Stockholders (8,811 ) Fair value as of September 30, 2023 $ 151,189 |
DESCRIPTION OF ORGANIZATION A_2
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (Details Narrative) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||||
May 17, 2023 Integer | Dec. 03, 2021 USD ($) $ / shares shares | Sep. 30, 2023 USD ($) $ / shares shares | Sep. 30, 2023 USD ($) Integer $ / shares shares | Sep. 30, 2022 USD ($) | Dec. 31, 2021 USD ($) | Nov. 06, 2023 USD ($) | Jul. 26, 2023 USD ($) | Jul. 20, 2023 $ / shares | Jun. 02, 2023 USD ($) | May 03, 2023 $ / shares shares | Dec. 31, 2022 USD ($) shares | Aug. 16, 2022 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||
Number of businesses minimum | Integer | 1 | ||||||||||||
Proceeds from issuance initial public offering | $ 115,000,000 | ||||||||||||
Sale of private placement units (in shares) | shares | 5,980,750 | 5,980,750 | |||||||||||
Transaction costs | $ 1,625,220 | $ 1,625,220 | |||||||||||
Underwriting fees | 1,150,000 | 1,150,000 | |||||||||||
Other offering costs | 475,220 | $ 475,220 | |||||||||||
Assets held in the Trust Account (in percentage) | 80 | ||||||||||||
Condition for future business combination threshold ownership (in percentage) | 50 | ||||||||||||
Minimum of net tangible assets | $ 5,000,001 | $ 5,000,001 | |||||||||||
Obligation to redeem Public Shares if entity does not complete a Business Combination (as a percent) | 100% | ||||||||||||
Number of shares exercised to redeem | shares | 8,989,488 | ||||||||||||
Aggregate price | $ / shares | $ 10.36 | $ 10.36 | |||||||||||
Value shares exercised to redeem | $ 93,010,772 | ||||||||||||
Balance in trust account | $ 26,711,906 | $ 26,711,906 | $ 27,077,077 | $ 118,377,460 | |||||||||
Common Stock, Shares, Outstanding | shares | 3,336,500 | 3,336,500 | 3,336,500 | ||||||||||
Due to non redeeming stockholders current | $ 151,189 | $ 151,189 | |||||||||||
Due to non-redeeming stockholders | 8,811 | 471,189 | |||||||||||
Operating bank account | 112,941 | 112,941 | $ 687,471 | ||||||||||
Working capital | 1,926,678 | ||||||||||||
Proceeds from promissory note - related party | 250,000 | ||||||||||||
Excise tax | 1% | ||||||||||||
Estimated potential excise tax liability | $ 930,108 | $ 930,108 | |||||||||||
Percentage of estimated potential excise tax liabiliy on shares redeemed | 100% | 100% | |||||||||||
Unsecured Promissory Notes [Member] | |||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||
Aggregate amount | $ 750,000 | ||||||||||||
Extension Amendment [Member] | |||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||
Number of times up to which the business combination is consummated | Integer | 6 | ||||||||||||
Period of extension amendment allowed | 1 month | ||||||||||||
Non-Redemption Agreements [Member] | |||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||
Common Stock, Shares, Outstanding | shares | 2,000,000 | ||||||||||||
Price Per Share Agreed To Non-Redeeming Shareholders By Initial Stockholders | $ / shares | $ 0.04 | $ 0.04 | |||||||||||
Non-Redemption Agreements [Member] | Subsequent Event [Member] | |||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||
Payments To Non-Redeemable Stockholders, In Relation To Extension Of Combination | $ 480,000 | ||||||||||||
IPO [Member] | |||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||
Number of units sold | shares | 11,500,000 | ||||||||||||
purchase price, per Unit | $ / shares | $ 10.15 | ||||||||||||
Proceeds from issuance initial public offering | $ 115,000,000 | ||||||||||||
Net proceeds of the sale of the Units | $ 116,725,000 | ||||||||||||
Over-Allotment Option [Member] | |||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||
Number of units sold | shares | 1,500,000 | ||||||||||||
purchase price, per Unit | $ / shares | $ 10 | ||||||||||||
Private Placement [Member] | Private Units [Member] | |||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||
Sale of private placement units (in shares) | shares | 461,500 | ||||||||||||
Price of per Unit | $ / shares | $ 10 | ||||||||||||
Gross proceeds | $ 4,615,000 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Common stock subject to possible redemption (Details) - USD ($) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Accounting Policies [Abstract] | |||
Gross proceeds | $ 115,000,000 | ||
Common stock issuance costs | (1,625,220) | ||
Accretion of carrying value to redemption value | $ 1,792,959 | $ 1,084,374 | 3,350,220 |
Common stock subject to possible redemption, beginning | 117,809,374 | 116,725,000 | |
Shares Redeemed | (93,010,772) | ||
Common stock subject to possible redemption, ending | $ 26,591,561 | $ 117,809,374 | $ 116,725,000 |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Basic and diluted net income (loss) per common share (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Net (loss) income | $ (646,092) | $ 304,331 | $ 156,857 | $ 163,259 | ||
Accretion of redeemable common stock to redemption amount | (188,932) | (369,382) | (1,792,959) | (442,365) | ||
Excise taxes on stock redemption | (930,108) | |||||
Allocation of net loss including accretion of temporary equity to redemption value | (835,024) | (65,051) | (2,566,210) | (279,106) | ||
Accretion of common stock to redemption value | 1,792,959 | $ 1,084,374 | $ 3,350,220 | |||
Redeemable Common Stock [Member] | ||||||
Net (loss) income | (169,599) | 318,960 | 948,241 | 226,026 | ||
Excise taxes on stock redemption | 930,108 | |||||
Allocation of net loss including accretion of temporary equity to redemption value | (358,531) | (50,422) | (1,774,826) | (216,339) | ||
Accretion of common stock to redemption value | $ 188,932 | $ 369,382 | $ 1,792,959 | $ 442,365 | ||
Basic and diluted weighted average shares outstanding | 2,510,512 | 11,500,000 | 7,482,720 | 11,500,000 | ||
Basic and diluted net (loss) income per common share | $ (0.07) | $ 0.03 | $ 0.13 | $ 0.02 | ||
Non Redeemable Common Stock [Member] | ||||||
Net (loss) income | $ (476,493) | $ (14,629) | $ (791,384) | $ (62,767) | ||
Excise taxes on stock redemption | ||||||
Allocation of net loss including accretion of temporary equity to redemption value | (476,493) | (14,629) | (791,384) | (62,767) | ||
Accretion of common stock to redemption value | ||||||
Basic and diluted weighted average shares outstanding | 3,336,500 | 3,336,500 | 3,336,500 | 3,336,500 | ||
Basic and diluted net (loss) income per common share | $ (0.14) | $ 0 | $ (0.24) | $ (0.02) |
SUMMARY OF SIGNIFICANT ACCOUN_6
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Cash equivalents | $ 0 | $ 0 | $ 0 | ||
Additional paid-in capital | $ 205,072 | ||||
Effective tax rate | 16.19% | 24.66% | 82.11% | 41.84% | |
Statutory tax rate (as a percent) | 21% | 21% | 21% | 21% | |
Unrecognized Tax Benefits | $ 0 | $ 0 | |||
Unrecognized Tax Benefits, Income Tax Penalties and Interest Accrued | $ 0 | $ 0 | |||
Number of warrants to purchase shares issued | 5,980,750 | 5,980,750 | |||
Additional Paid-in Capital [Member] | |||||
Additional paid-in capital | $ 0 | $ 0 |
INITIAL PUBLIC OFFERING (Detail
INITIAL PUBLIC OFFERING (Details Narrative) | Dec. 03, 2021 $ / shares shares |
IPO [Member] | |
Subsidiary, Sale of Stock [Line Items] | |
Number of units sold | 11,500,000 |
purchase price, per Unit | $ / shares | $ 10.15 |
Number of shares in a unit | 1 |
IPO [Member] | Public Warrants [Member] | |
Subsidiary, Sale of Stock [Line Items] | |
Number of shares issuable per warrant | 1 |
Exercise price of warrants | $ / shares | $ 11.50 |
Over-Allotment Option [Member] | |
Subsidiary, Sale of Stock [Line Items] | |
Number of units sold | 1,500,000 |
purchase price, per Unit | $ / shares | $ 10 |
PRIVATE PLACEMENT (Details Narr
PRIVATE PLACEMENT (Details Narrative) - USD ($) | Dec. 03, 2021 | Sep. 30, 2023 |
Class of Warrant or Right [Line Items] | ||
Number of warrants to purchase shares issued | 5,980,750 | |
Private Units [Member] | Private Placement [Member] | ||
Class of Warrant or Right [Line Items] | ||
Number of warrants to purchase shares issued | 461,500 | |
Price of warrants | $ 10 | |
Aggregate purchase price | $ 4,615,000 | |
Number of shares per unit | 1 | |
Private Warrants [Member] | Private Placement [Member] | ||
Class of Warrant or Right [Line Items] | ||
Number of shares per warrant | 1 | |
Exercise price of warrant | $ 11.50 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) | 1 Months Ended | 9 Months Ended | ||||
Nov. 22, 2021 USD ($) $ / shares shares | Sep. 30, 2021 USD ($) shares | Dec. 31, 2020 USD ($) shares | Sep. 30, 2023 USD ($) Integer $ / shares | Jul. 26, 2023 USD ($) | Dec. 31, 2022 USD ($) | |
Unsecured Promissory Notes [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Aggregate amount | $ 750,000 | |||||
Maximum [Member] | Unsecured Promissory Notes [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Aggregate amount | $ 750,000 | |||||
Founder Shares [Member] | Sponsor [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Number of shares issued | shares | 110,302 | 4,312,500 | ||||
Aggregate purchase price | $ 959 | $ 25,000 | ||||
Number of shares bought back | shares | 1,547,802 | |||||
Value of shares bought back | $ 959 | |||||
Number of shares cancelled | shares | 1,437,500 | |||||
Aggregate number of shares owned | shares | 2,875,000 | |||||
Percentage of transfer of founder shares with certain exceptions | 50% | |||||
Restrictions on transfer period of time after business combination completion | 6 months | |||||
Stock price trigger to transfer, assign or sell any shares or warrants of the company, after the completion of the initial business combination (in dollars per share) | $ / shares | $ 12.50 | |||||
Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | Integer | 20 | |||||
Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | Integer | 30 | |||||
Percentage of transfer of remaining founder shares with certain exceptions | 50% | |||||
Founder Shares [Member] | CR Financial Holdings, Inc [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Number of shares issued | shares | 56,932 | |||||
Aggregate purchase price | $ 495 | |||||
Founder Shares [Member] | Initial Stockholders and Independent Directors [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Number of shares issued | shares | 167,234 | |||||
Fair value upon the grant date | $ 788,900 | |||||
Fair value upon the grant date (per share) | $ / shares | $ 4.72 | |||||
Stock-based compensation expense recognized | $ 0 | |||||
Working Capital Loans With Related Party [Member] | Related Party [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Working capital loan outstanding | $ 250,000 | $ 0 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Narrative) | 9 Months Ended |
Sep. 30, 2023 USD ($) | |
Subsidiary, Sale of Stock [Line Items] | |
Minimum period of piggy-back registration rights | 5 years |
Maximum period of piggy-back registration rights | 7 years |
Fee payable on aggregate gross proceeds (as percentage) | 4.50% |
Aggregated gross proceeds amount of advisory fee payable | $ 5,175,000 |
IPO [Member] | |
Subsidiary, Sale of Stock [Line Items] | |
Underwriting discount (in percentage) | 1% |
Underwriting discount | $ 1,150,000 |
STOCKHOLDERS_ EQUITY (Details N
STOCKHOLDERS’ EQUITY (Details Narrative) | 9 Months Ended | ||
Sep. 30, 2023 Integer $ / shares shares | May 31, 2023 shares | Dec. 31, 2022 $ / shares shares | |
Class of Warrant or Right [Line Items] | |||
Common stock, shares authorized | 50,000,000 | 50,000,000 | |
Common stock, par value (per share) | $ / shares | $ 0.0001 | $ 0.0001 | |
Right to redeem shares of common stock | 8,989,488 | ||
Common stock, shares issued | 3,336,500 | 3,336,500 | |
Common stock, shares outstanding | 3,336,500 | 3,336,500 | |
Common stock subject to possible redemption, outstanding (in shares) | 2,510,512 | 11,500,000 | |
Public Warrants [Member] | |||
Class of Warrant or Right [Line Items] | |||
Warrants outstanding | 5,750,000 | 5,750,000 | |
Warrants exercisable term from the completion of business combination | 30 days | ||
Number of days of which warrants will not be effective from the date of business combination | 120 days | ||
Public Warrants expiration term | 5 years | ||
Redemption price per public warrant (in dollars per share) | $ / shares | $ 0.01 | ||
Minimum threshold written notice period for redemption of public warrants | 30 days | ||
Warrant Redemption Condition Minimum Share Price | $ / shares | $ 18 | ||
Threshold trading days for redemption of public warrants | 20 days | ||
Threshold consecutive trading days for redemption of public warrants | Integer | 30 | ||
Redemption period | 30 days | ||
Share price trigger used to measure dilution of warrant | $ / shares | $ 9.20 | ||
Percentage of gross new proceeds to total equity proceeds used to measure dilution of warrant | 0.60 | ||
Trading period after business combination used to measure dilution of warrant | Integer | 20 | ||
Adjustment of exercise price of warrants based on market value and newly issued price (as a percent) | 115% | ||
Adjustment of redemption price of stock based on newly issued price 2 (as a percent) | 180% | ||
Private Warrants [Member] | |||
Class of Warrant or Right [Line Items] | |||
Warrants outstanding | 230,750 | 230,750 |
FAIR VALUE MEASUREMENTS (Detail
FAIR VALUE MEASUREMENTS (Details) - Fair Value, Recurring [Member] - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Fair Value, Inputs, Level 1 [Member] | U.S. Mutual Funds Held in Trust Account [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets | $ 26,711,906 | $ 118,377,460 |
Fair Value, Inputs, Level 3 [Member] | Due to Non-Redeeming Stockholders Current [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Liabilities | $ 151,189 |
FAIR VALUE MEASUREMENTS - Chang
FAIR VALUE MEASUREMENTS - Changes in the fair value of Level 3 liability (Details) - Due to Non-Redeeming Stockholders Current [Member] | 9 Months Ended |
Sep. 30, 2023 USD ($) | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Fair value as of December 31, 2022 | |
Initial value | 480,000 |
Payment to Non-redeeming Stockholders | (320,000) |
Change in fair value of due to Non-redeeming Stockholders | (8,811) |
Fair value as of June 30, 2023 | $ 151,189 |
FAIR VALUE MEASUREMENTS (Deta_2
FAIR VALUE MEASUREMENTS (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2023 | Dec. 31, 2022 | |
Fair Value, off-Balance-Sheet Risks, Disclosure Information [Line Items] | |||
Interest earned on the Trust Account | $ 1,328,243 | ||
Amount withdrawn for redemption of shares | $ 93,010,772 | ||
Asset transfer, into level 3 | $ 0 | ||
Asset transfer, out of level 3 | 1 | ||
Liabilities transfer, into level 3 | 2 | ||
Liabilities transfer, out of level 3 | $ 3 | ||
Due to Non-Redeeming Stockholders Current [Member] | |||
Fair Value, off-Balance-Sheet Risks, Disclosure Information [Line Items] | |||
Sale of stock (per share) | $ 0.04 | $ 0.04 | |
US Mutual Funds [Member] | |||
Fair Value, off-Balance-Sheet Risks, Disclosure Information [Line Items] | |||
U.S. Mutual Funds Held in Trust Account | $ 26,711,906 | $ 26,711,906 | $ 118,377,460 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - Subsequent Event [Member] | Nov. 08, 2023 Integer | Nov. 06, 2023 USD ($) | Oct. 11, 2023 USD ($) | Oct. 10, 2023 USD ($) | Oct. 03, 2023 USD ($) | Oct. 02, 2023 USD ($) |
Subsequent Event [Line Items] | ||||||
Amount paid to non-redeemable stockholders related to extension of combination | $ 240,000 | $ 240,000 | ||||
Drew additional amounts | $ 149,859 | $ 149,859 | $ 149,859 | $ 149,859 | ||
Second Extension Amendment [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Number of times up to which the business combination is consummated | Integer | 12 | |||||
Period of extension amendment allowed | 1 month |