Cover
Cover - shares | 3 Months Ended | |
Mar. 31, 2023 | May 12, 2023 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Mar. 31, 2023 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2023 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 001-41289 | |
Entity Registrant Name | FutureTech II Acquisition Corp. | |
Entity Central Index Key | 0001889450 | |
Entity Tax Identification Number | 87-2551539 | |
Entity Incorporation, State or Country Code | DE | |
Entity Address, Address Line One | 128 Gail Drive | |
Entity Address, City or Town | New Rochelle | |
Entity Address, State or Province | NY | |
Entity Address, Postal Zip Code | 10805 | |
City Area Code | (914) | |
Local Phone Number | 316-4805 | |
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 Information, Former Legal or Registered Name | Not applicable | |
Units, each consisting of one share of Class A Common Stock and one Redeemable Warrant | ||
Title of 12(b) Security | Units, each consisting of one share of Class A Common Stock and one Redeemable Warrant | |
Trading Symbol | FTIIU | |
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 | FTII | |
Security Exchange Name | NASDAQ | |
Redeemable Warrants, each 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 warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50 per share | |
Trading Symbol | FTIIW | |
Security Exchange Name | NASDAQ | |
Common Class A [Member] | ||
Entity Common Stock, Shares Outstanding | 12,135,075 | |
Common Class B [Member] | ||
Entity Common Stock, Shares Outstanding | 2,875,000 |
Balance Sheets
Balance Sheets - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 |
Current Assets: | ||
Cash | $ 150,257 | $ 262,756 |
Prepaid expenses | 273,629 | 157,614 |
Total Current Assets | 423,886 | 420,370 |
Marketable Securities held in Trust Account | 121,415,083 | 118,976,585 |
Prepaid expenses, non-current | 77,654 | |
Total Assets | 121,838,969 | 119,474,609 |
Current Liabilities: | ||
Accounts payable and accrued expenses | 227,212 | 130,225 |
Franchise tax payable | 250,000 | 200,000 |
Income tax payable | 570,343 | 310,259 |
Accrued offering costs | 2,708 | 2,708 |
Note payable - Sponsor | 1,294,443 | 144,443 |
Total Current Liabilities | 2,344,706 | 787,635 |
Deferred underwriting commission | 3,450,000 | 3,450,000 |
Total Liabilities | 5,794,706 | 4,237,635 |
COMMITMENTS AND CONTINGENCIES (Note 6) | ||
Redeemable Class A common stock subject to possible redemption, 11,500,000 shares at redemption value of $10.49 and $10.30 per share as of March 31, 2023 and December 31, 2022 | 120,594,740 | 118,466,326 |
Stockholders’ deficit: | ||
Preferred shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | ||
Additional paid-in capital | ||
Accumulated deficit | (4,550,829) | (3,229,704) |
Total Stockholders’ Deficit | (4,550,477) | (3,229,352) |
Total Liabilities and Stockholders’ Deficit | 121,838,969 | 119,474,609 |
Common Class A [Member] | ||
Stockholders’ deficit: | ||
Common stock, value | 64 | 64 |
Common Class B [Member] | ||
Stockholders’ deficit: | ||
Common stock, value | $ 288 | $ 288 |
Balance Sheets (Parenthetical)
Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2023 | Dec. 31, 2022 |
Common stock subject to possible redemption shares | 11,500,000 | 11,500,000 |
Common stock subject to possible redemption per share | $ 10.49 | $ 10.30 |
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 stock, shares outstanding | 1,150,000 | 0 |
Common Class A [Member] | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 635,075 | 635,075 |
Common stock, shares outstanding | 635,075 | 635,075 |
Common stock, representative shares | 115,000 | 115,000 |
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 | 2,875,000 | 2,875,000 |
Common stock, shares outstanding | 2,875,000 | 2,875,000 |
Statements of Operations (Unaud
Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
EXPENSES | ||
Administrative fee - related party | $ 30,000 | $ 10,000 |
Franchise tax | 50,000 | |
General and administrative | 141,125 | 83,313 |
TOTAL EXPENSES | 221,125 | 93,313 |
OTHER INCOME | ||
Income earned on Investments held in Trust Account | 1,288,498 | 21,803 |
TOTAL OTHER INCOME | 1,288,498 | 21,803 |
Pre-tax income (loss) | 1,067,373 | (71,510) |
Income tax | (260,084) | |
Net income (loss) | $ 807,289 | $ (71,510) |
Common Class A [Member] | ||
OTHER INCOME | ||
Weighted average number of shares of Class B stock outstanding, basic and diluted | 11,500,000 | 5,814,607 |
Basic and diluted net income (loss) per share of Class B common stock | $ 0.06 | $ (0.01) |
Common Class B [Member] | ||
OTHER INCOME | ||
Weighted average number of shares of Class B stock outstanding, basic and diluted | 2,875,000 | 2,689,607 |
Basic and diluted net income (loss) per share of Class B common stock | $ 0.06 | $ (0.01) |
Statements of Changes in Stockh
Statements of Changes in Stockholders' Equity (Deficit) (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 | $ 288 | $ 24,712 | $ (438) | $ 24,562 | |
Beginning Balance, shares at Dec. 31, 2021 | 2,875,000 | ||||
Remeasurement adjustment | 2,762,954 | (2,762,954) | |||
Net income ( loss) | (71,510) | (71,510) | |||
Sale of units in Initial Public Offering | $ 1,150 | 115,000,000 | 115,000,000 | ||
Sale of units in Initial Public Offering, net of offering costs, shares | 11,500,000 | ||||
Offering costs | (2,238,502) | (2,238,502) | |||
Sale of Private Placement Units | $ 52 | 5,200,968 | 5,200,750 | ||
Sale of Private Placement Units, shares | 520,075 | ||||
Shares issued to representative | $ 12 | (12) | |||
Shares issued to representative, shares | 115,000 | ||||
Deferred underwriting commission | (3,450,000) | (3,450,000) | |||
Class A Common Stock subject to possible redemption | $ (1,150) | (117,298,850) | (117,300,000) | ||
Class A Common Stock subject to possible redemption, shares | (11,500,000) | ||||
Balance at Mar. 31, 2022 | $ 64 | $ 288 | (2,834,902) | (2,834,550) | |
Ending Balance, shares at Mar. 31, 2022 | 635,075 | 2,875,000 | |||
Balance at Dec. 31, 2022 | $ 64 | $ 288 | (3,229,704) | (3,229,352) | |
Beginning Balance, shares at Dec. 31, 2022 | 635,075 | 2,875,000 | |||
Remeasurement adjustment | (2,128,414) | (2,128,414) | |||
Net income ( loss) | 807,289 | 807,289 | |||
Balance at Mar. 31, 2023 | $ 64 | $ 288 | $ (4,550,829) | $ (4,550,477) | |
Ending Balance, shares at Mar. 31, 2023 | 635,075 | 2,875,000 |
Statements of Cash Flows (Unaud
Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Cash flows from Operating Activities: | ||
Net income (loss) | $ 807,289 | $ (71,510) |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||
Income earned on marketable securities held in the Trust Account | (1,288,498) | (21,803) |
Changes in operating assets and liabilities: | ||
Prepaid expenses | (116,015) | (248,270) |
Franchise tax payable | 50,000 | |
Income tax payable | 260,084 | |
Other assets | 77,654 | (177,380) |
Accounts payable and accrued expenses | 96,987 | 60,517 |
Net cash used in operating activities | (112,499) | (458,446) |
Cash flows from Investing Activities: | ||
Investment of cash in Trust Account | (1,150,000) | (117,300,000) |
Net cash used in investing activities | (1,150,000) | (117,300,000) |
Cash flows from Financing Activities: | ||
Proceeds from sale of Units, net of underwriting discount paid | 113,275,000 | |
Proceeds from sale of private placement units | 5,200,750 | |
Note receivable | (100,000) | |
Payment of deferred offering costs | (316,639) | |
Proceeds from issuance of debt – related party | 1,150,000 | |
Net cash provided by financing activities | 1,150,000 | 118,059,111 |
Net change in cash | (112,499) | 300,665 |
Cash - Beginning of the period | 262,756 | 5,000 |
Cash - End of the period | 150,257 | 305,665 |
Supplemental disclosure of non-cash financing activities: | ||
Deferred underwriting commission | 3,450,000 | |
Accrued deferred offering costs | 15,000 | |
Initial Classification of Class A common stock subject to redemption | 2,128,414 | 117,300,000 |
Offering costs paid by Promissory note - related parties | $ 100,893 |
Description of Organization and
Description of Organization and Business Operations, Going Concern and Basis of Presentation | 3 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
Description of Organization and Business Operations, Going Concern and Basis of Presentation | Note 1 - Description of Organization and Business Operations, Going Concern and Basis of Presentation FutureTech II Acquisition Corp. (the “Company”) is a blank check company incorporated in Delaware on August 19, 2021. The Company was formed for the purpose of effectuating a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more businesses (the “Business Combination”). The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of March 31, 2023, the Company had not commenced any operations. All activity for the period from April 13, 2021 (inception) through March 31, 2023 relates to organizational activities and identifying a target company for a business combination. 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 Company’s initial public offering (the “Initial Public Offering”). The Company has selected December 31 as its fiscal year end. The registration statement for the Initial Public Offering was declared effective on February 14, 2022. On February 18, 2022, the Company consummated the Initial Public Offering of 11,500,000 115,000,000 Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 520,075 10.00 5,200,750 Following the closing of the Initial Public Offering on February 18, 2022, an amount of $ 117,300,000 10.00 Transaction costs of the Initial Public Offering with the exercise of the overallotment amounted to $ 5,688,352 1,725,000 3,450,000 513,352 Following the closing of the Initial Public Offering, $ 700,000 150,257 1,920,820 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 FUTURETECH II ACQUISITION CORP. NOTES TO FINANCIAL STATEMENTS Note 1 - Description of Organization and Business Operations (Continued) The Company has until May 18, 2023 (or up to August 18, 2023, as applicable) to consummate a Business Combination. If the Company is unable to complete a Business Combination within 12 months from the closing of the Initial Public Offering (or up to 18 months from the closing of the Initial Public Offering at the election of the Company in two separate three month extensions subject to satisfaction of certain conditions, including the deposit of up to $ 1,150,000 0.10 100,000 1,150,000 0.10 1,150,000 0.10 The Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has 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) $ 10.20 10.20 Liquidity and Management’s Plans At March 31, 2023, the Company had cash of $ 150,257 1,920,820 In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standard Board’s Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” the Company has until May 18, 2023 to complete a Business Combination. It is uncertain that the Company will be able to consummate an initial Business Combination by this time. If an initial Business Combination is not consummated by this date and the Company has not exercised its option to extend the deadline, there will be a mandatory liquidation and subsequent dissolution of the Company. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments that might result from the Company’s inability to continue as a going concern. FUTURETECH II ACQUISITION CORP. NOTES TO FINANCIAL STATEMENTS Note 1 - Description of Organization and Business Operations (Continued) 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 statement. 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 consolidated 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 | 3 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2 - Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited 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 Securities and Exchange Commission (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 the Company’s management, the unaudited financial statements as of March 31, 2023 and December 31, 2022 and for the three months ended March 31, 2023 and 2022 include all adjustments, which are only of a normal and recurring nature, necessary for a fair statement of the financial position of the Company as of March 31, 2023 and December 31, 2022 and its results of operations and cash flows for the three months ended March 31, 2023 and 2022. The results of operations for the three months ended March 31, 2023 are not necessarily indicative of the results to be expected for the full fiscal year ending December 31, 2023 or any future interim period. FUTURETECH II ACQUISITION CORP. NOTES TO 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 independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. 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. 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 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. As of March 31, 2023 and December 31, 2022, the Company had cash of $ 150,257 262,756 FUTURETECH II ACQUISITION CORP. NOTES TO FINANCIAL STATEMENTS Note 2 - Summary of Significant Accounting Policies (Continued) Trust Account Upon the closing of the Initial Public Offering and the Private Placement, $ 117,300,000 10.00 As of March 31, 2023 and December 31, 2022, the Company had $ 121,415,083 118,976,585 Offering Costs Associated with the Initial Public Offering The Company complies with the requirements of the Financial Accounting Standards Board ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“ SAB Expenses of Offering 513,352 1,725,000 Class A Common Stock Subject to Possible Redemption The Company accounts for its common stock subject to possible redemption in accordance with the guidance enumerated in ASC 480 “ Distinguishing Liabilities from Equity 120,594,740 118,466,326 The increase of $ 2,128,414 Net Income (Loss) Per Share Net income (loss) per share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. The Company applies the two-class method in calculating earnings per share. Earnings and losses are shared pro rata between the two classes of shares. The calculation of diluted loss per share of common stock does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering and (ii) sale of the Private Placement Units, because the warrants are contingently exercisable, and the contingencies have not yet been met. As a result, diluted earnings per share is the same as basic earnings per share for the periods presented. FUTURETECH II ACQUISITION CORP. NOTES TO FINANCIAL STATEMENTS Note 2 - Summary of Significant Accounting Policies (Continued) The following table reflects the calculation of basic and diluted net income (loss) per share (in dollars, except per share amounts): Schedule of Calculation of Basic and Diluted Net Income Per Common Share Three Months Ended March 31, 2023 Class A common stock Numerator: Income allocable to Class A common stock $ 645,831 Denominator: Basic and diluted weighted average shares outstanding 11,500,000 Basic and diluted net income per share, Class A Common Stock $ 0.06 Class B common stock Numerator: Income allocable to Class B common stock $ 161,458 Denominator: Basic and diluted weighted average shares outstanding 2,875,000 Basic and diluted net income per share, Class B Common Stock $ 0.06 Three Months Ended March 31, 2022 Class A common stock Numerator: Loss allocable to Class A common stock $ (48,894 ) Denominator: Basic and diluted weighted average shares outstanding 5,814,607 Basic and diluted net loss per share, Class A Common Stock $ (0.01 ) Class B common stock Numerator: Loss allocable to Class B common stock $ (22,616 ) Denominator: Basic and diluted weighted average shares outstanding 2,689,607 Basic and diluted net loss per share, Class B Common Stock $ (0.01 ) 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 $ 121,415,083 118,976,585 ● 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 FUTURETECH II ACQUISITION CORP. NOTES TO FINANCIAL STATEMENTS ● 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. 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 no unrecognized tax benefits as of March 31, 2023 and December 31, 2022 and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. New Law and Changes On August 16, 2022, the Inflation Reduction Act (the “IR Act”) was signed into law, which, beginning in 2023, will impose a 1 The IR Act imposes a 1 Redemption rights are ubiquitous to nearly all SPACs. Until there is further guidance from the IRS, the Company will continue to assess the potential impact of the IR Act. The Company does not expect a material impact on the Company’s financial statements. Recently Issued Accounting Standards In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective for fiscal years beginning after December 15, 2023 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company is currently assessing the impact, if any, that ASU 2020-06 would have on its financial position, results of operations or cash flows. Management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements. FUTURETECH II ACQUISITION CORP. NOTES TO FINANCIAL STATEMENTS |
Public Offering
Public Offering | 3 Months Ended |
Mar. 31, 2023 | |
Public Offering | |
Public Offering | Note 3 - Public Offering Pursuant to the Initial Public Offering and full exercise of the underwriters’ overallotment option, the Company sold 11,500,000 10.00 11.50 |
Private Placement
Private Placement | 3 Months Ended |
Mar. 31, 2023 | |
Private Placement | |
Private Placement | Note 4 - Private Placement Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 520,075 Private Placement Units at a price of $ 10.00 5,200,750 5,200,750 The proceeds from the sale of the Private Placement Units were added to the net proceeds from the Initial Public Offering held in the Trust Account. The warrants included in the Private Placement Units (the “Private Placement Warrants”) are identical to the warrants sold in the Initial Public Offering, except as described in Note 7. If the Company does not complete a Business Combination within the required period, the Private Placement Warrants will expire worthless. |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2023 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 5 - Related Party Transactions Class B Common Stock On October 8, 2021, the Company issued an aggregate of 2,875,000 25,000 0.009 375,000 20 The initial stockholders have agreed not to transfer, assign or sell any of the Class B common stock (except to certain permitted transferees) until the earlier of (i) one year after the date of the consummation of a Business Combination, or (ii) the date on which the closing price of the Company’s common stock equals or exceeds $ 12.00 Promissory Note - Related Party On August 19, 2021, the Sponsor issued an unsecured promissory note to the Company, pursuant to which the Company may borrow up to an aggregate principal amount of $ 300,000 The note is non-interest bearing and payable on the earlier of (i) March 31, 2022 or (ii) the consummation of the Initial Public Offering 144,443 Related Party Loans In order to finance transaction costs in connection with a Business Combination, the Sponsor, an affiliate of the Sponsor, or the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (the “Working Capital Loans”). Such Working Capital Loans would be evidenced by promissory notes. The notes would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $ 1,500,000 10.00 FUTURETECH II ACQUISITION CORP. NOTES TO FINANCIAL STATEMENTS Note 5 - Related Party Transactions (Continued) Extension Loan - Related Party If the Company anticipates that it may not be able to consummate a Business Combination within 12 months, the Company may, by resolution of the Company’s board if requested by the 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 to complete a Business Combination), subject to the Sponsor depositing additional funds into the Trust Account as set out below. Pursuant to the terms of the Company’s amended and restated certificate of incorporation and the trust agreement entered into between the Company and Continental Stock Transfer & Trust Company, in order for the time available for the Company to consummate the initial Business Combination to be extended, the Sponsor or its affiliates or designees, upon five business days’ advance notice prior to the applicable deadline, must deposit into the Trust Account $ 1,150,000 0.10 2,300,000 0.20 10.00 1,150,000 0.10 1,150,000 0 Administrative Support Agreement Commencing on the date the Units are first listed on Nasdaq, the Company has agreed to pay the Sponsor a total of $ 10,000 30,000 10,000 Representative Shares The Company issued to EF Hutton and/or its designees, 115,000 The representative shares have been deemed compensation by FINRA and are therefore subject to a lock-up for a period of 180 days immediately following the commencement of sales in the Initial Public Offering pursuant to Rule 5110(e)(1) of FINRA’s NASD Conduct Rules. Pursuant to FINRA Rule 5110(e)(1), these securities may not be sold, transferred, assigned, pledged or hypothecated or the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the securities by any person for a period of 180 days immediately following the effective date of the registration statement for the Initial Public Offering, nor may they be sold, transferred, assigned, pledged or hypothecated for a period of 180 days immediately following the commencement of sales in the Initial Public Offering except to any underwriter and selected dealer participating in the offering and their bona fide officers or partners, registered persons or affiliates or as otherwise permitted under Rule 5110(e)(2), and only if any such transferee agrees to the foregoing lock-up restrictions. FUTURETECH II ACQUISITION CORP. NOTES TO FINANCIAL STATEMENTS |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 6 - Commitments and Contingencies Registration Rights The holders of the insider shares, as well as the holders of the Private Placement Units (and underlying securities) and any securities issued in payment of working capital loans made to the Company, are entitled to registration rights pursuant to an agreement signed on the effective date of Initial Public Offering. The holders of a majority of these securities are entitled to make up to three demands that the Company register such securities. Notwithstanding anything to the contrary, the underwriters (and/or their designees) may only make a demand registration (i) on one occasion and (ii) during the five-year period beginning on the effective date of the Initial Public Offering. The holders of the majority of these securities can elect to exercise these registration rights at any time after the Company consummates a Business Combination. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the consummation of a Business Combination. Notwithstanding anything to the contrary, the underwriters (and/or their designees) may participate in a “piggy-back” registration only during the seven-year period beginning on the effective date of the Initial Public Offering. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The underwriter was paid a cash underwriting discount of one and a half percent ( 1.50 1,725,000 3.50 3,450,000 115,000 Right of First Refusal For a period beginning on the closing of the Initial Public Offering and ending twenty-four (24) months from the closing of a Business Combination, the Company 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. FUTURETECH II ACQUISITION CORP. NOTES TO FINANCIAL STATEMENTS |
Stockholders_ Equity
Stockholders’ Equity | 3 Months Ended |
Mar. 31, 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 635,075 115,000 11,500,000 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 2,875,000 375,000 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 the Company’s stockholders except as otherwise required by law. In connection with the Company’s initial Business Combination, the Company may enter into a shareholders agreement or other arrangements with the shareholders 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 Initial Public Offering. The shares of Class B common stock will automatically convert into 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 Warrants five years 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. FUTURETECH II ACQUISITION CORP. NOTES TO FINANCIAL STATEMENTS Note 7 - Stockholders’ Equity (Continued) The Company has agreed that as soon as practicable, but in no event later than 20 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 Public 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. Redemption of Warrants When the Price per Share of Class A Common Stock Equals or Exceeds $ 18.00 ● 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 Public Warrants for redemption, as described above, its management will have the option to require any holder that wishes 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 upon exercise of the Public 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 Public 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 Public Warrants. If the Company is unable to complete a Business Combination within the required period and the Company liquidates the funds held in the Trust Account, holders of Public Warrants will not receive any of such funds with respect to their Public Warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such Public Warrants. Accordingly, the Public Warrants may expire worthless. The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 8 – Subsequent Events The Company evaluated subsequent events and transactions that occurred after the balance sheet date. Based upon this review the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited 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 Securities and Exchange Commission (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 the Company’s management, the unaudited financial statements as of March 31, 2023 and December 31, 2022 and for the three months ended March 31, 2023 and 2022 include all adjustments, which are only of a normal and recurring nature, necessary for a fair statement of the financial position of the Company as of March 31, 2023 and December 31, 2022 and its results of operations and cash flows for the three months ended March 31, 2023 and 2022. The results of operations for the three months ended March 31, 2023 are not necessarily indicative of the results to be expected for the full fiscal year ending December 31, 2023 or any future interim period. FUTURETECH II ACQUISITION CORP. NOTES TO 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 independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. 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. |
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 |
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. As of March 31, 2023 and December 31, 2022, the Company had cash of $ 150,257 262,756 FUTURETECH II ACQUISITION CORP. NOTES TO FINANCIAL STATEMENTS Note 2 - Summary of Significant Accounting Policies (Continued) |
Trust Account | Trust Account Upon the closing of the Initial Public Offering and the Private Placement, $ 117,300,000 10.00 As of March 31, 2023 and December 31, 2022, the Company had $ 121,415,083 118,976,585 |
Offering Costs Associated with the Initial Public Offering | Offering Costs Associated with the Initial Public Offering The Company complies with the requirements of the Financial Accounting Standards Board ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“ SAB Expenses of Offering 513,352 1,725,000 |
Class A Common Stock Subject to Possible Redemption | Class A Common Stock Subject to Possible Redemption The Company accounts for its common stock subject to possible redemption in accordance with the guidance enumerated in ASC 480 “ Distinguishing Liabilities from Equity 120,594,740 118,466,326 The increase of $ 2,128,414 |
Net Income (Loss) Per Share | Net Income (Loss) Per Share Net income (loss) per share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. The Company applies the two-class method in calculating earnings per share. Earnings and losses are shared pro rata between the two classes of shares. The calculation of diluted loss per share of common stock does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering and (ii) sale of the Private Placement Units, because the warrants are contingently exercisable, and the contingencies have not yet been met. As a result, diluted earnings per share is the same as basic earnings per share for the periods presented. FUTURETECH II ACQUISITION CORP. NOTES TO FINANCIAL STATEMENTS Note 2 - Summary of Significant Accounting Policies (Continued) The following table reflects the calculation of basic and diluted net income (loss) per share (in dollars, except per share amounts): Schedule of Calculation of Basic and Diluted Net Income Per Common Share Three Months Ended March 31, 2023 Class A common stock Numerator: Income allocable to Class A common stock $ 645,831 Denominator: Basic and diluted weighted average shares outstanding 11,500,000 Basic and diluted net income per share, Class A Common Stock $ 0.06 Class B common stock Numerator: Income allocable to Class B common stock $ 161,458 Denominator: Basic and diluted weighted average shares outstanding 2,875,000 Basic and diluted net income per share, Class B Common Stock $ 0.06 Three Months Ended March 31, 2022 Class A common stock Numerator: Loss allocable to Class A common stock $ (48,894 ) Denominator: Basic and diluted weighted average shares outstanding 5,814,607 Basic and diluted net loss per share, Class A Common Stock $ (0.01 ) Class B common stock Numerator: Loss allocable to Class B common stock $ (22,616 ) Denominator: Basic and diluted weighted average shares outstanding 2,689,607 Basic and diluted net loss per share, Class B Common Stock $ (0.01 ) |
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 $ 121,415,083 118,976,585 ● 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 FUTURETECH II ACQUISITION CORP. NOTES TO FINANCIAL STATEMENTS ● 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. |
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 no unrecognized tax benefits as of March 31, 2023 and December 31, 2022 and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. |
New Law and Changes | New Law and Changes On August 16, 2022, the Inflation Reduction Act (the “IR Act”) was signed into law, which, beginning in 2023, will impose a 1 The IR Act imposes a 1 Redemption rights are ubiquitous to nearly all SPACs. Until there is further guidance from the IRS, the Company will continue to assess the potential impact of the IR Act. The Company does not expect a material impact on the Company’s financial statements. |
Recently Issued Accounting Standards | Recently Issued Accounting Standards In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective for fiscal years beginning after December 15, 2023 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company is currently assessing the impact, if any, that ASU 2020-06 would have on its financial position, results of operations or cash flows. Management does not believe that any other recently issued, but not 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) | 3 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
Schedule of Calculation of Basic and Diluted Net Income Per Common Share | The following table reflects the calculation of basic and diluted net income (loss) per share (in dollars, except per share amounts): Schedule of Calculation of Basic and Diluted Net Income Per Common Share Three Months Ended March 31, 2023 Class A common stock Numerator: Income allocable to Class A common stock $ 645,831 Denominator: Basic and diluted weighted average shares outstanding 11,500,000 Basic and diluted net income per share, Class A Common Stock $ 0.06 Class B common stock Numerator: Income allocable to Class B common stock $ 161,458 Denominator: Basic and diluted weighted average shares outstanding 2,875,000 Basic and diluted net income per share, Class B Common Stock $ 0.06 Three Months Ended March 31, 2022 Class A common stock Numerator: Loss allocable to Class A common stock $ (48,894 ) Denominator: Basic and diluted weighted average shares outstanding 5,814,607 Basic and diluted net loss per share, Class A Common Stock $ (0.01 ) Class B common stock Numerator: Loss allocable to Class B common stock $ (22,616 ) Denominator: Basic and diluted weighted average shares outstanding 2,689,607 Basic and diluted net loss per share, Class B Common Stock $ (0.01 ) |
Description of Organization a_2
Description of Organization and Business Operations, Going Concern and Basis of Presentation (Details Narrative) - USD ($) | 3 Months Ended | |||||
Feb. 18, 2022 | Feb. 16, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | Feb. 17, 2023 | Dec. 31, 2022 | |
Property, Plant and Equipment [Line Items] | ||||||
Gross proceeds from issuance of public offering | $ 117,300,000 | $ 117,300,000 | ||||
Stock issued during period new issue, shares | 520,075 | |||||
Share issued price per share | $ 0.10 | |||||
Proceeds from private placement | $ 5,200,750 | |||||
Shares issued, price per share | $ 10 | $ 10 | $ 0.10 | |||
Cash underwriting fees | $ 1,725,000 | |||||
Deferred underwriting commissions | 3,450,000 | $ 3,450,000 | ||||
Other Deferred Costs, Net | 513,352 | |||||
Stock issued during period new issue, shares | 700,000 | |||||
Working capital | $ 1,920,820 | |||||
Aggregate market fair value percentage | 80% | |||||
Public shares to be redeemed if business combination is not completed | 50% | |||||
Deposits | $ 1,150,000 | |||||
Interest expense | 100,000 | |||||
Trust account | $ 1,150,000 | |||||
Cash | 150,257 | $ 262,756 | ||||
Maximum [Member] | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Deposits | $ 1,150,000 | |||||
IPO [Member] | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Sale of stock, number of shares issued | 11,500,000 | |||||
Gross proceeds from issuance of public offering | $ 115,000,000 | |||||
Shares issued, price per share | $ 10.20 | |||||
Offering cost | $ 5,688,352 | |||||
Cash | 150,257 | |||||
Working capital | $ 1,920,820 | |||||
Private Placement [Member] | Sponsor [Member] | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Share issued price per share | $ 10 | $ 10 | ||||
Proceeds from private placement | $ 5,200,750 | $ 5,200,750 | $ 5,200,750 |
Schedule of Calculation of Basi
Schedule of Calculation of Basic and Diluted Net Income Per Common Share (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Common Class A [Member] | ||
Income/loss allocable to common stock | $ 645,831 | $ (48,894) |
Basic and diluted weighted average shares outstanding | 11,500,000 | 5,814,607 |
Basic and diluted net income/loss per share | $ 0.06 | $ (0.01) |
Common Class B [Member] | ||
Income/loss allocable to common stock | $ 161,458 | $ (22,616) |
Basic and diluted weighted average shares outstanding | 2,875,000 | 2,689,607 |
Basic and diluted net income/loss per share | $ 0.06 | $ (0.01) |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 3 Months Ended | |||||
Feb. 18, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | Feb. 17, 2023 | Dec. 31, 2022 | Aug. 16, 2022 | |
Subsidiary, Sale of Stock [Line Items] | ||||||
Cash FDIC insured amount | $ 250,000 | |||||
Cash | 150,257 | $ 262,756 | ||||
Proceeds from issuance initial public offering | $ 117,300,000 | $ 117,300,000 | ||||
Shares issued price per share | $ 10 | $ 10 | $ 0.10 | |||
Marketable securities held in trust account | $ 121,415,083 | 118,976,585 | ||||
Payment of offering cost | $ 316,639 | |||||
Common stock subject to possible redemption amount | 120,594,740 | $ 118,466,326 | ||||
Percentage of exercise tax to be imposed | 1% | |||||
Common Class A [Member] | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Common stock subject to possible redemption amount | $ 2,128,414 | |||||
IPO [Member] | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Proceeds from issuance initial public offering | $ 115,000,000 | |||||
Shares issued price per share | $ 10.20 | |||||
Payment of offering cost | $ 513,352 | |||||
Underwriter discount | $ 1,725,000 |
Public Offering (Details Narrat
Public Offering (Details Narrative) - $ / shares | 3 Months Ended | |
Feb. 18, 2022 | Mar. 31, 2023 | |
Warrant [Member] | ||
Warrant exercise price | $ 0.01 | |
Warrant [Member] | Holder [Member] | ||
Warrant exercise price | 11.50 | |
IPO [Member] | ||
Stock issued during period for sale | 11,500,000 | |
Sale of share price | $ 10 | |
IPO [Member] | Underwriters over-allotment option exercised [Member] | ||
Stock issued during period for sale | 11,500,000 |
Private Placement (Details Narr
Private Placement (Details Narrative) - USD ($) | 3 Months Ended | |||
Feb. 18, 2022 | Feb. 16, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | |
Subsidiary, Sale of Stock [Line Items] | ||||
Share price | $ 0.10 | |||
Proceeds from private placement | $ 5,200,750 | |||
Private Placement [Member] | Sponsor [Member] | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Share price | $ 10 | $ 10 | ||
Proceeds from private placement | $ 5,200,750 | $ 5,200,750 | $ 5,200,750 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | 3 Months Ended | ||||||
Feb. 17, 2023 | Feb. 18, 2022 | Oct. 08, 2021 | Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Aug. 19, 2021 | |
Related Party Transaction [Line Items] | |||||||
Shares issued during period | 520,075 | ||||||
Stock issued during period, value, new issues | $ 700,000 | ||||||
Shares issued price per share | $ 0.10 | $ 10 | $ 10 | ||||
Debt conversion, converted instrument, amount | $ 1,150,000 | ||||||
Stock option exercise price increase | $ 0.10 | ||||||
Common stock shares outstanding | 1,150,000 | 0 | |||||
Administrative fees | $ 10,000 | ||||||
Administrative fees | $ 30,000 | $ 10,000 | |||||
IPO [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Shares issued price per share | $ 10.20 | ||||||
Sale of stock price per share | $ 10 | ||||||
IPO [Member] | EF Hutton and/or its Designees [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Shares issued during period | 115,000 | ||||||
Unsecured Promissory Note [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Debt description | The note is non-interest bearing and payable on the earlier of (i) March 31, 2022 or (ii) the consummation of the Initial Public Offering | ||||||
Notes payable | $ 144,443 | $ 144,443 | |||||
Unsecured Promissory Note [Member] | Maximum [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Debt face amount | $ 300,000 | ||||||
Affiliate Sponsor [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Warrant exercise price | $ 10 | ||||||
Debt conversion, converted instrument, amount | $ 1,150,000 | ||||||
Stock option exercise price increase | $ 0.20 | ||||||
Stock option plan expense | $ 2,300,000 | ||||||
Affiliate Sponsor [Member] | Maximum [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Convertible notes | $ 1,500,000 | ||||||
Trust Account [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Stock option exercise price increase | $ 0.10 | ||||||
Common Class B [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Percentage of issued and outstanding shares after initial public offering | 20% | ||||||
Sale of stock price per share | $ 12 | ||||||
Common stock shares outstanding | 2,875,000 | 2,875,000 | |||||
Common Class B [Member] | Sponsor [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Shares issued during period | 2,875,000 | ||||||
Stock issued during period, value, new issues | $ 25,000 | ||||||
Shares issued price per share | $ 0.009 | ||||||
Number of option issued for forfeiture | 375,000 |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) - USD ($) | 3 Months Ended | |
Feb. 18, 2022 | Mar. 31, 2023 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Proceeds from initial public offering | $ 117,300,000 | $ 117,300,000 |
Stock issued during period new issues, shares | 520,075 | |
IPO [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Proceeds from initial public offering | $ 115,000,000 | |
Underwriter Over Allotment Option [Member] | Common Class A [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Stock issued during period new issues, shares | 115,000 | |
Underwriters Agreement [Member] | IPO [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Percentage of underwriting discount | 1.50% | |
Proceeds from initial public offering | $ 1,725,000 | |
Underwriters Agreement [Member] | IPO [Member] | Underwritters [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Proceeds from initial public offering | $ 3,450,000 | |
Percent of underwriting deferred fee | 3.50% |
Stockholders_ Equity (Details N
Stockholders’ Equity (Details Narrative) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2023 $ / shares shares | Dec. 31, 2022 $ / shares shares | Feb. 17, 2023 $ / shares | Feb. 18, 2022 $ / shares | |
Class of Stock [Line Items] | ||||
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | ||
Preferred stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | ||
Preferred stock, shares issued | 0 | 0 | ||
Preferred stock, shares outstanding | 0 | 0 | ||
Common stock, shares outstanding | 1,150,000 | 0 | ||
Common stock subject to possible redemption shares | 11,500,000 | 11,500,000 | ||
Ordinary share conversion basis | 0.20 | |||
Warrant expire period | 5 years | |||
Newly issued shares | $ / shares | $ 10 | $ 0.10 | $ 10 | |
Warrant [Member] | ||||
Class of Stock [Line Items] | ||||
Warrants price per share | $ / shares | 0.01 | |||
Market Value [Member] | ||||
Class of Stock [Line Items] | ||||
Newly issued shares | $ / shares | $ 18 | |||
Common Class A [Member] | ||||
Class of Stock [Line Items] | ||||
Common stock, shares authorized | 100,000,000 | 100,000,000 | ||
Common stock, par value | $ / shares | $ 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 | 635,075 | 635,075 | ||
Common stock, shares outstanding | 635,075 | 635,075 | ||
Common stock representative shares | 115,000 | 115,000 | ||
Common Class A [Member] | Warrant [Member] | ||||
Class of Stock [Line Items] | ||||
Warrants price per share | $ / shares | $ 18 | |||
Common Class B [Member] | ||||
Class of Stock [Line Items] | ||||
Common stock, shares authorized | 10,000,000 | 10,000,000 | ||
Common stock, par value | $ / shares | $ 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 | 2,875,000 | 2,875,000 | ||
Common stock, shares outstanding | 2,875,000 | 2,875,000 | ||
Common Class B [Member] | Over-Allotment Option [Member] | ||||
Class of Stock [Line Items] | ||||
Share base compensation arrangement by share based payment award options forfeitures in period | 375,000 | 375,000 |