ConnectM Technology Solutions (CNTM) 10-K 20 Apr 23 2022 FY Annual report Financial data

Document and Entity Information

Document and Entity Information - USD ($)	12 Months Ended
	Dec. 31, 2022	Mar. 31, 2023	Jun. 30, 2022
Document and Entity Information
Document Type	10-K
Document Annual Report	true
Document Period End Date	Dec. 31, 2022
Document Transition Report	false
Entity Registrant Name	Monterey Capital Acquisition Corporation
Entity File Number	001-41389
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	87-2898342
Entity Address, Address Line One	419 Webster Street
Entity Address, City or Town	Monterey
Entity Address State Or Province	CA
Entity Address, Postal Zip Code	93940
City Area Code	831
Local Phone Number	649-7388
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
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
ICFR Auditor Attestation Flag	false
Entity Ex Transition Period	false
Entity Shell Company	true
Entity Public Float			$ 93,006,480
Entity Central Index Key	0001895249
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	FY
Amendment Flag	false
Auditor Name	Marcum LLP
Auditor Firm ID	688
Auditor Location	New York, NY
Units, each consisting of one share of Class A common stock and one redeemable Warrant
Document and Entity Information
Title of 12(b) Security	Units, each consisting of one share of Class A Common Stock and one redeemable Warrant
Trading Symbol	MCACU
Security Exchange Name	NASDAQ
Class A common stock
Document and Entity Information
Title of 12(b) Security	Class A Common Stock, par value $0.0001 per share
Trading Symbol	MCAC
Security Exchange Name	NASDAQ
Entity Common Stock, Shares Outstanding		9,338,000
Warrants, each exercisable for one share of Class A Common Stock for $11.50 per share
Document and Entity Information
Title of 12(b) Security	Warrants, each exercisable for one share of Class A Common Stock for $11.50 per share
Trading Symbol	MCACW
Security Exchange Name	NASDAQ
Rights, each right receives one-tenth of one share of Class A Common Stock
Document and Entity Information
Title of 12(b) Security	Rights, each right receives one-tenth of one share of Class A Common Stock
Trading Symbol	MCACR
Security Exchange Name	NASDAQ
Class B common stock
Document and Entity Information
Entity Common Stock, Shares Outstanding		2,300,000

CONSOLIDATED BALANCE SHEETS

CONSOLIDATED BALANCE SHEETS - USD ($)	Dec. 31, 2022	Dec. 31, 2021
Current assets
Cash	$ 5,938	$ 5,056
Deferred offering costs		329,606
Prepaid expenses	6,783
Total current assets	12,721	334,662
Other assets
Marketable securities held in Trust Account	94,209,804
Total assets	94,222,525	334,662
Current liabilities
Accrued offering costs	225,201	240,193
Accrued expenses	1,425,780	9,358
Promissory note - related party		80,000
Convertible note - related party	157,000
Due to Sponsor - related party	9,960
Income taxes payable	240,507
Total current liabilities	2,058,448	329,551
Deferred underwriting fee payable	3,680,000
Forward Purchase Agreement liability	2,770,000
Total liabilities	8,508,448	329,551
Commitments and Contingencies
Stockholders' Equity (Deficit):
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding
Additional paid-in-capital		24,770
Accumulated deficit	(8,054,804)	(19,889)
Total stockholders' equity (deficit)	(8,054,560)	5,111
Total Liabilities and Stockholders' Equity (Deficit)	94,222,525	334,662
Class A common stock subject to possible redemption
Current liabilities
Class A common stock, $0.0001 par value; 100,000,000 shares authorized; 9,200,000 and zero shares subject to possible redemption as of December 31, 2022 and 2021, respectively	93,768,637
Class A common stock not subject to possible redemption
Stockholders' Equity (Deficit):
Common stock	14
Class B common stock
Stockholders' Equity (Deficit):
Common stock	$ 230	$ 230

CONSOLIDATED BALANCE SHEETS (Pa

CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($)	Dec. 31, 2022	Dec. 31, 2021
Preferred stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Preferred stock, stock authorized (in shares)	1,000,000	1,000,000
Preferred stock, stock issued (in shares)	0	0
Preferred stock, stock outstanding (in shares)	0	0
Common stock, par value (in dollars per share)	$ 0.0001
Class A common stock
Common stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Common stock, stock authorized (in shares)	100,000,000	100,000,000
Common stock, stock issued (in shares)	9,338,000	9,338,000
Common stock, stock outstanding (in shares)	0	0
Class A common stock subject to possible redemption
Class A common stock subject to possible redemption stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Class A common stock subject to possible redemption stock, stock authorized (in shares)	100,000,000	100,000,000
Class A common stock subject to possible redemption stock, stock outstanding (in shares)	9,200,000	0
Class A common stock not subject to possible redemption
Common stock, stock issued (in shares)	138,000	0
Common stock, stock outstanding (in shares)	138,000	0
Class B common stock
Common stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Common stock, stock authorized (in shares)	10,000,000	10,000,000
Common stock, stock issued (in shares)	2,300,000	2,300,000
Common stock, stock outstanding (in shares)	2,300,000	2,300,000

CONSOLIDATED STATEMENTS OF OPER

CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($)	3 Months Ended		12 Months Ended
	Dec. 31, 2021		Dec. 31, 2022
General and administrative expenses	$ 19,889		$ 2,098,401
Loss from operations	(19,889)		(2,098,401)
Other income (expense)
Dividend and interest income			1,289,804
Loss on change in fair value of Forward Purchase Agreement liability	0		2,770,000
Other income			55,466
Loss before income taxes	(19,889)		(3,523,131)
Income tax provision	0		(240,507)
Net loss	$ (19,889)		$ (3,763,638)
Class A common stock
Other income (expense)
Weighted average shares outstanding, basic			88,093
Weighted average shares outstanding, diluted			88,093
Basic net loss per share			$ (0.46)
Diluted net loss per share			$ (0.46)
Class A common stock subject to possible redemption
Other income (expense)
Weighted average shares outstanding, basic			5,872,877
Weighted average shares outstanding, diluted			5,872,877
Basic net loss per share			$ (0.46)
Diluted net loss per share			$ (0.46)
Class B common stock
Other income (expense)
Weighted average shares outstanding, basic	2,000,000	[1]	2,191,507
Weighted average shares outstanding, diluted	2,000,000		2,191,507
Basic net loss per share	$ (0.01)		$ (0.46)
Diluted net loss per share	$ (0.01)		$ (0.46)
[1] Excludes an aggregate of up to 300,000 shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters (See Note 7). On May 10, 2022, the Sponsor surrendered 575,000 founder shares, for no consideration, resulting in the Sponsor and directors continuing to hold 2,300,000 shares of Class B common stock. All share and per-share amounts have been retroactively restated to reflect the share surrender (Note 8)

CONSOLIDATED STATEMENTS OF OP_2

CONSOLIDATED STATEMENTS OF OPERATIONS (Parenthetical) - USD ($)	May 10, 2022	Dec. 31, 2022
Number of surrender founder shares	575,000
Consideration of shares surrendered for cancellations	$ 0
Over-allotment option
Number of shares subject to forfeiture		300,000
Class B common stock
Number of shares subject to forfeiture		300,000
Common stock, stock outstanding (in shares)	2,300,000	2,300,000

CONSOLIDATED STATEMENTS OF CHAN

CONSOLIDATED STATEMENTS OF CHANGES IN COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION AND STOCKHOLDERS' EQUITY (DEFICIT) - USD ($)		Class A common stock subject to possible redemption Common Stock	Class A common stock subject to possible redemption	Class A common stock not subject to possible redemption Common Stock	Class B common stock Common Stock	Common Stock	Additional Paid-in Capital Private placement warrants	Additional Paid-in Capital Public Warrants [Member]	Additional Paid-in Capital Rights	Additional Paid-in Capital	Accumulated Deficit	Private placement warrants	Public Warrants [Member]	Rights	Total
Balance at the beginning (in shares) at Sep. 22, 2021				0	0
Balance at the beginning at Sep. 22, 2021				$ 0	$ 0					$ 0	$ 0				$ 0
Balance at the beginning (in shares) at Sep. 22, 2021						0
Balance at the beginning at Sep. 22, 2021			$ 0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of common shares to Sponsor					$ 230					24,770					25,000
Issuance of common shares to Sponsor (in shares)					2,300,000
Net loss											(19,889)				(19,889)
Balance at the end at Dec. 31, 2021					$ 230					24,770	(19,889)				5,111
Balance at the end (in shares) at Dec. 31, 2021	[1]				2,300,000
Balance at the end (in shares) at Dec. 31, 2021			0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of warrants and rights							$ 3,040,000	$ 1,460,494	$ 3,894,923			$ 3,040,000	$ 1,460,494	$ 3,894,923
Issuance of Class A Common stock, net of issuance costs of $8,139,659		$ 77,893,526
Fair value of underwriter's overallotment options exercised										52,147					52,147
Deemed capital contribution by the Sponsor through transfer of Class B shares										2,508,632					2,508,632
Issuance of Representative Shares				$ 14						622,868					622,882
Issuance of Representative Shares (in shares)				138,000
Accretion to redemption value of Class A Common stock subject to possible redemption		15,026,474								$ (11,603,834)	(3,422,640)				(15,026,474)
Net loss											(3,763,638)				(3,763,638)
Accretion to redemption value of Class A Common stock subject to possible redemption due to dividend and interest income earned, net		848,637									(848,637)				(848,637)
Balance at the end at Dec. 31, 2022				$ 14	$ 230						$ (8,054,804)				$ (8,054,560)
Balance at the end (in shares) at Dec. 31, 2022				138,000	2,300,000
Balance at the end at Dec. 31, 2022		$ 93,768,637	$ 93,768,637
Balance at the end (in shares) at Dec. 31, 2022		9,200,000	9,200,000
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of Class A Common stock, net of issuance costs of $8,139,659 (in shares)		92,000
[1] Includes an aggregate of up to 300,000 shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters (see Note 7). On May 10, 2022, the Sponsor surrendered 575,000 founder shares, for no consideration, resulting in the Sponsor and directors continuing to hold 2,300,000 shares of Class B common stock. All share and per-share amounts have been retroactively restated to reflect the share surrender (Note 8).

CONSOLIDATED STATEMENTS OF CH_2

CONSOLIDATED STATEMENTS OF CHANGES IN COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION AND STOCKHOLDERS' EQUITY (DEFICIT) (Parenthetical) - USD ($)	Jun. 30, 2022	Dec. 31, 2021
Public Warrants [Member]
Warrants, transaction costs	$ 152,515
Rights
Warrants, transaction costs	406,736
Class A common stock
Common stock, stock outstanding (in shares)		0
Class A common stock not subject to possible redemption
Shares subject to possible redemption, transaction costs	$ 8,139,659
Common stock, stock outstanding (in shares)		0
Class B common stock
Common stock, stock outstanding (in shares)		2,300,000

CONSOLIDATED STATEMENTS OF CASH

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)	3 Months Ended	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2022
Cash Flows from Operating Activities
Net loss	$ (19,889)	$ (3,763,638)
Adjustments to reconcile net loss to net cash used in operating activities:
Dividend and interest income	0	(1,289,804)
Loss on change in fair value of Forward Purchase Agreement liability	0	2,770,000
Changes in current assets and liabilities:
Prepaid expenses	0	(6,783)
Accrued expenses	9,358	1,416,422
Due to Sponsor - related party	0	9,960
Income taxes payable	0	240,507
Net cash used in operating activities	(10,531)	(623,336)
Cash Flows from Investing Activities
Investment of cash into Trust Account	0	(92,920,000)
Cash Flows from Financing Activities
Proceeds from promissory note - related party	80,000	274,100
Payment of deferred offering costs	(89,413)
Proceeds from issuance of Class B common stock	25,000
Repayment of promissory note	0	(354,100)
Gross proceeds from issuance of public units	0	92,000,000
Proceeds from issuance of Private Warrants	0	3,040,000
Payment of offering costs on Public Units	0	(1,572,782)
Convertible note - related party	0	157,000
Net cash provided by financing activities	15,587	93,544,218
Net change in cash	5,056	882
Cash - beginning of period	0	5,056
Cash - end of period	5,056	5,938
Supplemental disclosure of cash flow information
Offering costs included in accrued offering costs	240,193
Deferred underwriting commissions	0	3,680,000
Issuance of Representative Shares for offering services	0	622,882
Accretion to redemption value of Class A Common stock subject to possible redemption	0	15,875,111
Deemed capital contribution by the Sponsor through transfer of Class B shares	$ 0	$ 2,508,632

ORGANIZATION, BUSINESS OPERATIO

ORGANIZATION, BUSINESS OPERATION AND GOING CONCERN	12 Months Ended
	Dec. 31, 2022
ORGANIZATION, BUSINESS OPERATION AND GOING CONCERN
ORGANIZATION, BUSINESS OPERATION AND GOING CONCERN	NOTE 1 — ORGANIZATION, BUSINESS OPERATION AND GOING CONCERN Monterey Capital Acquisition Corporation (the “Company” or “MCAC”) is a blank check company incorporated as a Delaware company on September 23, 2021. The Company was formed for the purpose of acquiring, merging with, engaging in capital stock exchange with, purchasing all or substantially all of the assets of, engaging in contractual arrangements, or engaging in any other similar business combination with a single operating entity, or one or more related or unrelated operating entities operating in any sector (“Business Combination”). On December 31, 2022, MCAC, entered into an Agreement and Plan of Merger (the “Merger Agreement”), by and among MCAC, ConnectM Technology Solutions, Inc., a Delaware corporation (“ConnectM”), and Chronos Merger Sub, Inc., a Delaware corporation incorporated on December 28, 2022 and a wholly owned subsidiary of MCAC (“Merger Sub”). Pursuant to the terms and conditions of the Merger Agreement, a business combination between MCAC and ConnectM will be effected through the merger of Merger Sub with and into ConnectM, with ConnectM surviving the merger as a wholly owned subsidiary of MCAC (the “Merger”). As of December 31, 2022, the Company had not commenced any operations. All activity for the period from September 23, 2021 (inception) through December 31, 2022 relates to the Company’s formation and the Initial Public Offering (as described below) and activities necessary to identify a potential target and prepare 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 from the proceeds derived from the IPO (as defined below). The Company has selected December 31 as its fiscal year end. The Company’s sponsor is Monterrey Acquisition Sponsor, LLC, a Delaware limited liability company (the “Sponsor”). The registration statement for the Company’s initial public offering (the “IPO” or “Initial Public Offering”) was declared effective on May 10, 2022. On May 13, 2022 (the “IPO date”), the Company consummated its IPO of 9,200,000 units (“Units or “Public Units”), including 1,200,000 Units resulting from the full exercise by the underwriters of their over-allotment option. Each Unit consists of one share of Class A common stock, $0.0001 par value per share (“Common Stock”), one redeemable warrant exercisable into one share of Common Stock at an exercise price of $11.50 per share (“Public Warrant”) and one right to receive one Simultaneously with the consummation of the IPO and the sale of the Units, the Company consummated the private placement (“Private Placement”) of 3,040,000 warrants (“Private Warrants”) to the Sponsor at a price of $1.00 per Private Warrant, generating total proceeds of $3,040,000, which is described in Note 4. Transaction costs amounted to $8,698,910, consisting of $920,000 of underwriting fees, $3,680,000 of deferred underwriting fees that will be paid only if a business combination is entered into, $622,882 representing the fair value of the Representative Shares (defined below), $2,508,632 representing the fair value of the Transferred Founder Shares (defined below), and $967,396 of other offering costs. At the IPO date, cash of $923,563 was held outside of the Trust Account (as defined below) and was available for the payment of the Note (see Note 5), payment of accrued offering costs and for working capital purposes. At the IPO date, the Sponsor sold to the group of ten qualified institutional buyers and institutional accredited investors, which are not affiliated with the Company (the “Anchor Investors”), a total of 600,000 of Founders shares (“Transferred Founder Shares”) at their original purchase price of approximately $0.009, as compensation for their commitment to purchase the Units sold in the IPO. Overall, the Anchor Investors purchased 9,108,000 Units in the Initial Public Offering at the offering price of $10.00 under separate investment agreements. The excess of the fair value of the Transferred Founder Shares above the purchase price totaling $2,508,632 as of the IPO date was determined to be a contribution from the Sponsor for offering costs in accordance with Staff Accounting Bulletin Topic 5T. These offering costs were allocated to the Units and charged to stockholders’ equity upon the completion of the IPO. In conjunction with the Initial Public Offering, the Company issued to the underwriter 138,000 shares of Class A common stock for nominal consideration (the “Representative Shares”). The fair value of the Representative Shares was accounted for as compensation under Accounting Standards Codification (“ASC”) Topic 718, “Compensation — Stock Compensation” (“ASC 718”), and was included in the offering costs. The estimated fair value of the Representative Shares as of the IPO date totaled $622,882. Of the total transaction costs of $8,698,910, $8,139,659 was allocated to the Class A common stock subject to possible redemption, $152,515 was allocated to the Public Warrants (Note 3), and $406,736 was allocated to the Rights (Note 8). Following the closing of the Initial Public Offering on May 13, 2022, an amount of $92,920,000 ($10.10 per Unit) from the net proceeds of the sale of the Units in the IPO and the sale of the Private Placement Units was placed in a trust account (the “Trust Account”), to be invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less, or in any open-ended investment company that holds itself out as a money market fund meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company. Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay its tax obligations, the proceeds from this Initial Public Offering will not be released from the Trust Account until the earlier of: (a) the completion of the Company’s initial business combination, or (b) the redemption of the Company’s public shares if the Company is unable to complete its initial business combination in the prescribed time frame, as defined below. There were no funds released from the Trust Account through December 31, 2022 for the payment of the Company’s tax obligations. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the Private Warrants, 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 one or more initial Business Combinations having an aggregate fair market value of at least 80% of the assets held in the Trust Account (as defined below) (excluding the taxes payable on interest earned and less any interest earned thereon that is released for taxes) at the time of the agreement to enter into the initial Business Combination. However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires an interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act 1940, as amended (the “Investment Company Act”). In connection with any proposed initial business combination, the Company will either (1) seek stockholder approval of such initial business combination at a meeting called for such purpose at which stockholders may seek to convert their shares, regardless of whether they vote for or against the proposed business combination or do not vote at all, into their pro rata share of the aggregate amount then on deposit in the Trust Account (net of taxes payable), or (2) provide its stockholders with the opportunity to sell their shares to the Company by means of a tender offer (and thereby avoid the need for a stockholder vote) for an amount equal to their pro rata share of the aggregate amount then on deposit in the Trust Account (net of taxes payable), in each case subject to the limitations described herein. If the Company determines to engage in a tender offer, such tender offer will be structured so that each stockholder may tender all of his, her or its shares rather than some pro rata portion of his, her or its shares. The decision as to whether the Company will seek stockholder approval of a proposed business combination or will allow stockholders to sell their shares to the Company in a tender offer will be made by the Company, solely in the Company’s discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would otherwise require us to seek stockholder approval. If the Company determines to allow stockholders to sell their shares to the Company in a tender offer, it will file tender offer documents with the U.S. Securities and Exchange Commission (“SEC”) which will contain substantially the same financial and other information about the initial business combination as is required under the SEC’s proxy rules. The Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 upon such consummation of a Business Combination and, if the Company seeks stockholder approval, a majority of the issued and outstanding shares voted are voted in favor of the Business Combination. If a stockholder vote is not required by law and the Company does not decide to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation (the “Amended and Restated Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the SEC and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the transactions is required by law, or the Company decides to obtain stockholder approval for business or legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. Additionally, each public stockholder may elect to redeem their public shares irrespective of whether they vote for or against the proposed transaction. Notwithstanding the foregoing redemption rights, if the Company seeks stockholder approval of its initial business combination and the Company does not conduct redemptions in connection with its initial business combination pursuant to the tender offer rules, the Amended and Restated Certificate of Incorporation will provide that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the shares sold in this Initial Public Offering, referred to as excess shares. However, the Company’s stockholders will not be restricted to vote all of their shares (including excess shares) for or against the initial business combination. Additionally, such stockholders will not receive redemption distributions with respect to the excess shares if the Company completes the initial business combination. The Company’s sponsor, officers and directors (the “initial stockholders”) have agreed not to propose any amendment to the Amended and Restated Certificate of Incorporation that would affect the Company’s public stockholders’ ability to convert or sell their shares to the Company in connection with a business combination as described herein or affect the substance or timing of the Company’s obligation to redeem 100% of its public shares if the Company does not complete a business combination within 12 months (or if the Company decides to extend the period of time to complete the initial business combination up to two times by an additional three months each time, at $0.10 per unit outstanding after the redemptions per extension, for a total of $0.20 per unit outstanding after the redemptions in the aggregate in trust, within 18 months) from the closing of the Initial Public Offering (the “Combination Period”) unless the Company provides its public stockholders with the opportunity to convert their shares of common stock upon the approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest not previously released to the Company but net of franchise and income taxes payable, divided by the number of then outstanding public shares. If the Company is unable to complete its initial 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 100% of the outstanding public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including any interest not previously released to the Company (net of taxes payable), 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 liquidation 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 its board of directors, dissolve and liquidate, subject (in the case of (ii) and (iii) above) to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. The Company cannot assure you that it will have funds sufficient to pay or provide for all creditors’ claims. The Company’s initial stockholders agreed to waive their rights to liquidating distributions from the Trust Account with respect to any Founder Shares held by them if the Company fails to complete its initial business combination within the Combination Period. However, if the initial stockholders acquire public shares in or after the IPO date, they will be entitled to liquidating distributions from the Trust Account with respect to such public shares if the Company fails to complete a Business Combination within the prescribed time frame. The underwriter has agreed to waive their rights to their deferred underwriting commission (see Note 7) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the public shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering price per Unit ($10.00). Proposed Business Combination On December 31, 2022, MCAC, entered into an Agreement and Plan of Merger, by and among MCAC, ConnectM Technology Solutions, Inc., a Delaware corporation, and Chronos Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of MCAC. Pursuant to the terms and conditions of the Merger Agreement, a business combination between MCAC and ConnectM will be effected through the merger of Merger Sub with and into ConnectM, with ConnectM surviving the merger as a wholly owned subsidiary of MCAC. As a result of the Merger, among other things, each share of ConnectM common stock, par value $0.0001 per share, and ConnectM preferred stock, par value $0.0001 per share (but excluding shares the holders of which perfect rights of appraisal under Delaware law), will be converted into the right to receive such number of shares of common stock, par value $0.0001 per share, of MCAC common stock as calculated based on the Exchange Ratio as set forth in the Merger Agreement. “Exchange Ratio” is defined in the Merger Agreement to be the quotient of (a) the merger consideration, divided by (b) the number of shares of ConnectM capital stock outstanding as of immediately prior to the Effective Time, including any shares underlying outstanding warrants to purchase ConnectM Common Stock and excluding any shares of ConnectM capital stock held in treasury by ConnectM. The Merger Consideration is 14,500,000 shares of MCAC Common Stock, subject to an upward adjustment depending on the extent to which MCAC’s transaction expenses (as defined in the Agreement and Plan of Merger) exceed $8,000,000. Consummation of the transactions contemplated by the Merger Agreement are subject to satisfaction or waiver of customary conditions of the respective parties, including receipt of required regulatory approvals, receipt of approval from shareholders of each of the company and ConnectM for consummation of the Merger and certain other actions related thereto by our shareholders. The Merger Agreement may be terminated prior to the time at which the Merger becomes effective as follows: (i) by mutual written consent of MCAC and ConnectM, (ii) by either MCAC or ConnectM if the Merger is not consummated on or before November 13, 2023, provided that the failure to consummate the Merger by the Outside Date is not due to a material breach by the party seeking to terminate and which such breach is the proximate cause for the conditions to close not being satisfied, (iii) by either MCAC or ConnectM if the other party has breached any of its covenants or representations and warranties such that closing conditions would not be satisfied at the consummation of the business combination (subject to a 30-day cure period for breaches that are curable), provided that such right to terminate will not be available to either party if it has breached in any material respect its obligations set forth in the Merger Agreement in any manner that will have proximately contributed to the occurrence of the failure of a condition to the consummation of the Merger, (iv) by either MCAC or ConnectM if a governmental entity shall have issued a law or final, non-appealable governmental order, rule or regulation permanently restraining, enjoining or prohibiting the consummation of the Merger, provided that, the party seeking to terminate cannot have breached its obligations under the Merger Agreement in a manner that has proximately contributed to the governmental action, (v) by either MCAC or ConnectM if MCAC stockholder approval shall not have been obtained by reason of the failure to obtain the required vote upon a vote held at the special meeting or any adjournment thereof, (vi) by written notice from MCAC to ConnectM if the Company stockholders do not approve the merger agreement within two days following the date of the Merger Agreement, or (vii) by written notice from ConnectM to MCAC if the our board of directors shall have publicly withdrawn, modified, withheld or changed its recommendation to vote in favor of the Merger and other proposals, if such notice is given by ConnectM within 15 In the event the Merger Agreement is terminated in certain of the circumstances described above, MCAC will be obligated to reimburse ConnectM for up to $1,200,000 of its transaction expenses. In connection with the proposed business combination with ConnectM, MCAC has entered and plans to enter into certain related agreements, including the below. Sponsor Support Agreement In connection with the execution of the Merger, the Sponsor entered into a sponsor support agreement with MCAC, certain independent directors of MCAC, and ConnectM, pursuant to which the Sponsor and the independent directors of MCAC have agreed to waive, subject to, conditioned upon and effective as of immediately prior to, the Effective Time, the adjustment to the conversion ratio set forth in our charter with respect to our Founder Shares and vote all shares of our Class A Common Stock and Class B Common Stock beneficially owned by them in favor of the Merger. The Sponsor and the independent directors of MCAC have also agreed, that in the event less than all of the holders of our Class B Common Stock execute the Registration Rights Agreement, they will agree to waive certain rights under that certain Registration Rights Agreement, dated May 10, 2022, by and among MCAC, Sponsor and the independent directors. Company Stockholder Support Agreement In connection with the execution of the Merger Agreement, MCAC entered into a stockholder support agreement with ConnectM and certain ConnectM stockholders, pursuant to which the ConnectM stockholders agreed to vote all of their shares in favor of the Merger. Lock-Up Agreement/Transfer Restrictions In connection with the execution of the Merger Agreement, MCAC, the Sponsor, and certain ConnectM Stockholders also entered into lock-up agreements, which shall become effective as of the Effective Time, pursuant to which, subject to certain limited exceptions, each of the Sponsor and the Company stockholders has agreed not to transfer any of its shares of our Class A Common Stock and Class B Common Stock during the period beginning on the closing date of the business combination and ending on the earlier of (A) 180 days after the Closing Date and (B)(x) the date on which the price of our Class A Common Stock equals or exceeds $16.50 for any 20 30 150 2023 Equity Incentive Plan MCAC has agreed to approve and adopt an incentive award plan (the “2023 Equity Incentive Plan”), which will be effective as of the Closing and in a form mutually acceptable to the Board of Directors of MCAC. The 2023 Equity Incentive Plan shall provide for an initial aggregate share reserve equal to the sum of (a) 10% of the number of shares of MCAC Common Stock outstanding immediately following the Effective Time after giving effect to the transactions contemplated hereby, plus (b) an annual increase on the first day of each calendar year beginning on the first January 1 following the Closing and ending on and including January 1 of the tenth calendar year thereafter, equal to the lesser of (i) 4% of the aggregate number of shares of MCAC Common Stock outstanding on the final day of the immediately preceding calendar year and (ii) such smaller number of shares as is determined by the administrator of the 2023 Equity Incentive Plan. Amended and Restated Registration Rights Agreement In connection with the Closing, MCAC, the Sponsor, certain existing stockholders of MCAC and certain stockholders of ConnectM who will receive shares of MCAC Common Stock pursuant to the Merger Agreement will enter into an amended and restated registration rights agreement (“Registration Rights Agreement”) mutually agreeable to MCAC and ConnectM and in substantially the form attached to the Merger Agreement, which will become effective upon the consummation of the Merger. MCAC has agreed that, prior to the Closing, it will request that each holder of our Class B Common Stock execute an amended and restated registration rights agreement (“Registration Rights Agreement”) mutually agreeable to MCAC and ConnectM and in substantially the form attached to the Merger Agreement, among MCAC, certain stockholders of ConnectM and each holder of our Class B Common Stock. Forward Purchase Agreement In connection with the execution of the Merger Agreement, MCAC and Meteora Special Opportunity Fund (“Meteora”), entered into the Forward Purchase Agreement for a Forward Purchase Transaction. Pursuant to the terms of the Forward Purchase Agreement, Meteora intends to purchase in the open market through a broker shares of MCAC Class A Common Stock, after the date of the Forward Purchase Agreement from holders of our Class A Common Stock (other than MCAC or affiliates of MCAC), including from those who have elected to redeem shares of our Class A Common Stock pursuant to the redemption rights set forth in our charter, in connection with the execution of the Merger Agreement, up to a maximum of 6,600,000 shares of our Class A Common Stock at a price equal to the estimated redemption price of approximately $10.19 per share of our Class A Common Stock (based on the amount of $94,209,804 held in the Trust Account as of December 31, 2022, less $441,166 of estimated income and franchise taxes to be paid from the interest and dividend income earned in the Trust Account) to be paid to investors who elect to redeem their shares at MCAC’s redemption deadline (the “Initial Price”); provided that Meteora may not beneficially own greater than 9.9% of the issued and outstanding shares on a post-merger pro forma basis. Meteora has agreed to waive any redemption rights with respect to any shares of our Class A Common Stock in connection with the Merger. Such waiver may reduce the number of shares of our Class A Common Stock redeemed in connection with the Merger, which reduction could alter the perception of the potential strength of the Merger. The number of shares of our Class A Common Stock purchased by Meteora, not including the Share Consideration Shares (as defined below), shall be referred to as the “Recycled Shares.” The Forward Purchase Agreement provides that not later than one local business day following the execution date of the Merger Agreement (the “Prepayment Date”), MCAC will pay to Meteora, out of funds held in the Trust Account, a cash amount (the “Prepayment Amount”) equal to (x) the product of the number of Recycled Shares and the Initial Price less (y) an amount equal to 1% of the product of the number of Recycled Shares and the Initial Price (the “Prepayment Shortfall”). At the written request of Meteora, the Prepayment Amount must be deposited into an escrow account simultaneously with the Closing. In addition to the Prepayment Amount, MCAC shall pay directly from the Trust Account on the Prepayment Date, an amount equal to the product of 40,000 and the Initial Price (the “Additional Consideration”), for the purpose of repayment of Meteora having actually purchased additional shares of our Class A Common Stock (the “Share Consideration Shares”) from third parties prior to the Closing. The Additional Consideration shall be free and clear of all obligations of Meteora in connection with signing a definitive agreement for the Forward Purchase Transaction. From time to time following the Closing, Meteora may sell Recycled Shares at any time and at any sales price, without payment by Meteora of any Early Termination Obligation (as defined in the Forward Purchase Agreement), until such time as the proceeds from the sales equal 100% of the Prepayment Shortfall. From time to time following the Closing and prior to the earliest to occur of (a) the third anniversary of the Closing and (b) the date specified by Meteora in a written notice to be delivered to MCAC at Meteora’s discretion after the occurrence of any of a (x) Trigger Event (defined below) or (y) Delisting Event (each as defined in the Forward Purchase Agreement) (in each case, the “Maturity Date”), Meteora may, in its sole discretion, sell some or all of the shares. On the Maturity Date, the escrow agent shall transfer to Meteora an amount in cash equal to the product of (x)(i) the number of shares as set forth in the initial Pricing Date Notice (as defined in the Forward Purchase Agreement) less (b) the number of Terminated Shares (as defined in the Forward Purchase Agreement) (the “Matured Shares”) multiplied by (y) the Initial Price and Meteora shall transfer to the escrow agent for the benefit of MCAC the Matured Shares less the Maturity Shares and the Penalty Shares (each as defined below). On the last trading day of each week following the merger, Meteora will pay to the Combined Company the product of the number of shares sold multiplied by the Reset Price. The “Reset Price” shall initially be the Initial Price and shall be adjusted on the first scheduled trading day of each week commencing with the first week following the thirtieth day after the Closing to be the lowest of (a) the then-current Reset Price, (b) the Initial Price and (c) the VWAP Price of the Shares of the prior week, but not lower than $7.50; provided that to the extent that MCAC or the Combined Company offers and sells any shares or securities convertible into shares at a price lower than the Initial Price, the Reset Price, shall be modified to equal such reduced price at which such securities may be issued. Meteora will retain any sale proceeds in excess of the product of the number of shares sold by Meteora and the Reset Price. In the event that the VWAP Price of the Class A Common Stock falls below $5.00 per share for any 20 30 10 Pursuant to the terms of the Forward Purchase Agreement, MCAC agreed to pay to Meteora an amount equal to the reasonable and documented attorney fees and other reasonable out-of-pocket expenses related thereto actually incurred by Meteora or its affiliates in connection with this Forward Purchase Transaction not to exceed (a) $75,000, (b) a quarterly fee of $5,000 (initially payable on the Trade Date (as defined in the agreement) and upon the first business day of each quarter and (c) expenses actually incurred in connection with the acquisition of the shares in an amount not to exceed $0.05 per share and $0.03 per disposition of each share. In addition, pursuant to the terms and conditions of the Forward Purchase Agreement, ConnectM and the Combined Company agree, from and after December 31, 2022, not to incur in excess of $25.0 million of indebtedness through and including the 90th day following the Prepayment Date without the prior written consent of Meteora. A break-up fee equal to (i) all of Meteora’s reasonable and documented fees and expenses relating to the Forward Purchase Agreement capped at $75,000 plus (ii) $500,000, shall be payable by the Combined Company to Meteora in the event the Forward Purchase Agreement is terminated by MCAC. Going Concern Consideration As of December 31, 2022, the Company had $5,938 in cash available for working capital needs. All remaining cash held in the Trust Account is generally unavailable for the Company’s use, prior to an initial business combination, and is restricted for use either in a Business Combination or to redeem common stock. Up to $100,000 of interest and dividends earned in the Trust Account are available to pay dissolution expenses, if necessary. The Company may withdraw interest income earned in the Trust Account to pay income and franchise taxes. As of December 31, 2022 and 2021, none of the principal amount in the Trust Account was withdrawn as described above. In addition, in order to fund working capital deficiencies and finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loan”) (see Note 5). As of December 31, 2022, the Company had $157,000 outstanding Working Capital Loans in the form of a convertible note (Note 5) from the Sponsor. The proceeds held outside of the Trust Account subsequent to the closing of the IPO may not be sufficient to allow the Company to operate for at least the next 12 months from the issuance of the consolidated financial statements, assuming that a Business Combination is not consummated during that time. The Company is required to complete a Business Combination within 12 months of the IPO date, absent any extensions available at the Company’s option up to two times by an additional three months each time, at $0.10 per unit outstanding after the redemptions per extension per Class A share subject to possible redemption paid into the Trust Account by the Sponsor (the “Extension Option”). Considering that the Sponsor’s ability to fund the Extension Option is uncertain, the Company may be required to dissolve in May 2023, should a Business Combination not be consummated within that timeframe. The Company may need to raise additional capital through loans or additional investments from its Sponsor, stockholders, officers, directors, or third parties. The Company’s officers, directors and Sponsor may, but are not obligated to, loan the Company funds

SUMMARY OF SIGNIFICANT ACCOUNTI

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	12 Months Ended
	Dec. 31, 2022
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation and Principles of Consolidation The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiary and are presented in conformity with accounting principles generally accepted in the United States of America (“US GAAP”) and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”). All significant intercompany balances and transactions have been eliminated in consolidation. Emerging Growth Company The Company is an “emerging growth company”, as defined in Section 2(a) of the Securities Act of 1933, as amended, (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding 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 consolidated 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. Offering Costs Offering costs consist of underwriting, legal, accounting and other expenses incurred through the balance sheet date that are directly related to the IPO and were charged to temporary equity, equity and/or expense upon the completion of the Initial Public Offering. The fair value of the Representative Shares was accounted for as compensation under ASC 718, was included in the offering costs at the IPO date. In addition, under the guidance in Staff Accounting Bulletin 107 Topic 5T, Accounting for Expenses or Liabilities Paid by Principal Stockholder(s), the Company included in offering costs amounts incurred by the Sponsor through the sale of Founder Shares to Anchor Investors on behalf of the Company (Note 5). The excess of the fair value of the Founder Shares was deemed a contribution from the Sponsor for offering costs and working capital. General and administrative expenses General and administrative expenses consist primarily of costs to operate as a public company and costs incurred in relation to a potential Business Combination, including legal, accounting, and other expenses. Costs related to a potential business combination are expensed as incurred. Net Loss per Share of Common Stock The Company complies with accounting and disclosure requirements of ASC Topic 260, “Earnings Per Share” (“ASC 260”). Net loss per share is computed by dividing net loss by the weighted average number of shares of Common Stock outstanding during the period. The weighted average shares for the period from September 23, 2021 (inception) through May 13, 2022 were reduced for the effect of an aggregate of 300,000 Class B Common Stock that were subject to forfeiture until the initial public offering. The Company’s consolidated statements of operations include a presentation of net loss per share subject to possible redemption in a manner similar to the two-class method of income per share. With respect to the accretion of the Class A Common Stock subject to possible redemption and consistent with ASC 480-10-S99-3A, the Company deemed the fair value of the Class A Common Stock subject to possible redemption to approximate the contractual redemption value and the accretion has no impact on the calculation of net loss per share. The Company’s Public Warrants (see Note 3), Private Warrants (see Note 4), and Rights (see Note 3), could, potentially, be exercised or converted into common stock and then share in the earnings of the Company. Additionally, the Embedded Feature (see Note 2) allows for conversion of the convertible notes into Private Warrants, which could, potentially, be exercised or converted into common stock and then share in the earnings of the Company. However, these potentially dilutive instruments were excluded when calculating diluted loss per share because such inclusion would be anti-dilutive for the periods presented. As a result, diluted loss per share is the same as basic loss per share for the periods presented. A reconciliation of net loss per share is as follows for the year ended December 31, 2022: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Class A ​ ​ ​ ​ ​ ​ ​ ​ subject to ​ ​ ​ ​ ​ ​ ​ ​ possible ​ ​ ​ ​ ​ redemption Class A Class B Allocation of undistributable losses ​ ​ (2,711,247) ​ ​ (40,669) ​ ​ (1,011,722) Net loss to common stock ​ $ (2,711,247) ​ $ (40,669) ​ $ (1,011,722) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted average shares outstanding, basic and diluted ​ 5,872,877 ​ 88,093 ​ 2,191,507 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Basic and diluted net loss per share ​ $ (0.46) ​ $ (0.46) ​ $ (0.46) ​ A reconciliation of net loss per share is as follows for the period from September 23, 2021 (inception) through December 31, 2021: ​ ​ ​ ​ ​ ​ Class B Allocation of undistributable losses ​ ​ (19,889) Net loss to common stock ​ $ (19,889) ​ ​ ​ ​ Weighted average shares outstanding, basic and diluted ​ 2,000,000 ​ ​ ​ ​ Basic and diluted net loss per share ​ $ (0.01) ​ Marketable Securities Held in Trust Account As of December 31, 2022 and 2021, the assets held in the Trust Account were substantially held in money market funds which were invested in U.S. Treasury Bills and U.S. Treasury Notes. These securities are presented on the consolidated balance sheet at fair value at the end of each reporting period. Earnings on these securities are automatically reinvested, and are included in dividend and interest income in the accompanying consolidated statements of operations. The fair value for these securities is determined using quoted market prices in active markets. For the year ended December 31, 2022 and during the period from September 23, 2021 (inception) through December 31, 2021, the Company did not withdraw any dividend and interest income from the Trust Account to pay its tax obligations. Other Income During the year ended December 31, 2022, the Company received a $55,466 unconditional and non-refundable reimbursement for certain general and administrative expenses incurred by the Company, from a potential target. This amount was recorded as other income in the accompanying consolidated statement of operations for the year ended December 31, 2022. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying consolidated balance sheets, primarily due to their short-term nature. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on these accounts. Share-Based Payment Arrangements The Company accounts for stock awards in accordance with ASC 718, which requires that all equity awards be accounted for at their fair value. Fair value is measured on the grant date and is equal to the underlying value of the stock. Costs equal to these fair values are recognized ratably over the requisite service period based on the number of awards that are expected to vest, or in the period of grant for awards that vest immediately and have no future service condition. For awards that vest over time, cumulative adjustments in later periods are recorded to the extent actual forfeitures differ from the Company’s initial estimates; previously recognized compensation cost is reversed if the service or performance conditions are not satisfied, and the award is forfeited. Class A Common Stock Subject to Possible Redemption The Company accounts for its common stock subject to possible redemption in accordance with the guidance in ASC Topic 480, “Distinguishing Liabilities from Equity” (“ASC 480”). Common stock subject to mandatory redemption (if any) 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 sold as part of the initial Public Offering, features certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, all common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s consolidated balance sheet. The redemption value as of December 31, 2022 includes $100,000 that can be used to pay any dissolution expenses, should a dissolution event occur. The redemption value of the Class A common stock subject to possible redemption will be reduced by the estimated dissolution expenses to be paid from the interest earned in the trust account, up to $100,000, if and when a dissolution is deemed probable. The Company fully accreted the Class A Common Stock subject to possible redemption to its redemption value at the Initial Public Offering date, and subsequently accretes dividend and interest income earned in the Trust Account in excess of income and franchise taxes payable. The reconciliation of Class A common stock subject to possible redemption as of December 31, 2022 is as follows: ​ ​ ​ ​ Gross proceeds from sale of Public Units $ 92,000,000 Less: Proceeds allocated to Public Warrants (Note 3) ​ ​ (1,613,009) Less: Proceeds allocated to Rights (Note 3) ​ ​ (4,301,659) Less: Proceeds allocated to underwriter’s overallotment option (Note 7) ​ ​ (52,147) Less: Issuance costs allocated to Class A common stock subject to possible redemption ​ ​ (8,139,659) Accretion to redemption value of Class A common stock subject to possible redemption ​ ​ 15,026,474 Accretion to redemption value of Class A common stock subject to possible redemption due to dividend and interest income earned, net ​ ​ 848,637 Class A common stock subject to possible redemption ​ $ 93,768,637 ​ Derivative Financial Instruments The Company issues warrants and Rights (see Note 3) to its investors, the overallotment option to the underwriter (see Note 7), and the Working Capital Loans to the Sponsor (see Note 5). The Company accounts for financial instruments as either equity-classified or liability-classified instruments based on an assessment of the specific terms of the instruments and applicable authoritative guidance in ASC 480 and ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). The assessment considers whether the instruments are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and meet all of the requirements for equity classification under ASC 815, including whether the instruments are indexed to the Company’s own stock and whether the holders of the instruments could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. At the IPO date, the Public Warrants and Rights (see Note 3) and Private Warrants (see Note 4) were accounted for as equity instruments as they meet all of the requirements for equity classification under ASC 815 based on current expected terms, which are subject to change. At the IPO date, the underwriter’s overallotment option (see Note 7) met the definition of a liability under ASC 480. The Forward Purchase Agreement with Meteora entered into on December 31, 2022 resulted in Meteora holding a put option on shares to be purchased pursuant to the agreement, up to the maximum of 6,600,000. Pursuant to ASC 815, Derivatives and Hedging, this instrument meets the definition of a derivative and accordingly will be recognized at fair value. The fair value of this put option liability was estimated at $2,770,000 at December 31, 2022, assuming Meteora will purchase the maximum number of shares at the consummation of the Business Combination. This Forward Purchase Agreement liability resulted in the recognition of a $2,770,000 loss on the change in fair value of the Forward Purchase Agreement liability in the Company’s consolidated statement of operations for the year ended December 31, 2022. Fair Value Measurements 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; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. As of December 31, 2022, the Company held Level 1 financial instruments, which are the Company’s marketable securities held in the Trust Account, which are remeasured on a recurring basis using quoted market prices. The Company did not hold any assets requiring remeasurement on a recurring or non-recurring basis as of December 31, 2021. During the year ended December 31, 2022, the Company issued an overallotment option to the underwriter (see Note 7), the fair value of which is measured using the Black Scholes Option Pricing Model with significant unobservable inputs. The overallotment option was fully exercised on the IPO date. The fair value is based on the share price of the underlying shares and a number of assumptions, including expected volatility, expected life, risk-free interest rate and expected dividends. Therefore, the overallotment liability is considered to be a Level 3 financial instrument. The fair value of the overallotment liability at the IPO date of $52,147 was determined using the Black Scholes option pricing model based on the following assumptions: ​ ​ ​ ​ ​ Risk-free interest rate 0.73 % Dividend rate 0.00 % Volatility 5.00 % Expected life (in years) 0.12 ​ ​ The Representative Shares and Transferred Founder Shares were valued using the fair value of the Class A common stock, adjusted for the probability of consummation of the Business Combination and a discount for lack of marketability. As such, these are considered to be non-recurring Level 3 fair value measurements. The Forward Purchase Agreement liability was valued using the put option pricing model, assuming that Meteora will purchase the maximum number of shares of 6,600,000 at the consummation of the Business Combination, Meteora will receive $12.20 per share upon the put option exercise and hold the shares until the end of its estimated contractual maturity period of 3.5 years. The value of the resulting put option was adjusted for 12% probability of the completion of a business combination based on the probabilities implied in the traded rights for SPACs to receive shares upon a business combination. As such, the Forward Purchase Agreement liability is considered to be a recurring Level 3 fair value measurement. The table below presents the changes in Level 3 liabilities measured at fair value on a recurring basis during the year ended December 31, 2022: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Forward Purchase ​ ​ Overallotment ​ Agreement ​ ​ liability ​ Liability Balance at January 1, 2022 $ — — Issuance of overallotment option ​ 52,147 ​ ​ Exercise of overallotment option ​ (52,147) ​ ​ Loss on change in fair value of Forward Purchase Agreement liability ​ ​ ​ ​ 2,770,000 Balance at December 31, 2022 ​ $ — ​ 2,770,000 ​ Working Capital Loan The Working Capital Loans (Note 5) are issued in the form of convertible notes. The embedded feature to convert the Working Capital Loans into Private Warrants at a price of $1.00 per warrant (the “Embedded Feature”) does not meet the definition of a derivative under ASC 815-10-15-94 through 98 and is not required to be accounted for separately. Due to Sponsor – related party The Due to Sponsor balance as of December 31, 2022 includes $4,860 of cash collected on behalf of the Sponsor in connection with the sale of the Founder Shares to the Anchor Investors (Note 5) and $5,100 of unpaid monthly administrative service fees. These funds will be remitted to the Sponsor in the normal course of business. Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the consolidated financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes 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 recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2022 and 2021. The Company is 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. Recent Accounting Standards In August 2020, the FASB issued 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): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity. This guidance changes how entities account for convertible instruments and contracts in an entity’s own equity and simplifies the accounting for convertible instruments by removing certain separation models for convertible instruments. This guidance also modifies the guidance on diluted earnings per share calculations. This new guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2023, but allows for early adoption. The Company adopted this standard effective January 1, 2022 and the adoption did not have material impact on the Company’s consolidated financial statements. The Company does not expect any other recently issued standards to have a material impact on the Company’s consolidated financial statements.

INITIAL PUBLIC OFFERING

INITIAL PUBLIC OFFERING	12 Months Ended
	Dec. 31, 2022
INITIAL PUBLIC OFFERING
INITIAL PUBLIC OFFERING	NOTE 3 — INITIAL PUBLIC OFFERING On May 13, 2022, the Company sold 9,200,000 Units at a price of $10.00 per Unit. Each Unit consists of one share of Common Stock, par value $0.0001 per share, one Public Warrant and one right to receive one -tenth (1/10) of one share of Common Stock upon consummation of the initial business combination (each a “Right”). Each Public Warrant entitles the holder to purchase one share of Class A common stock at a price of $11.50 per share. Each warrant will become exercisable 30 days after the completion of the initial Business Combination and will expire five years after the completion of the initial Business Combination, or earlier upon redemption or liquidation (see Note 8).

PRIVATE PLACEMENT

PRIVATE PLACEMENT	12 Months Ended
	Dec. 31, 2022
PRIVATE PLACEMENT
PRIVATE PLACEMENT	NOTE 4 — PRIVATE PLACEMENT On May 13, 2022, in the private placement that occurred simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 3,040,000 warrants (each a “Private Warrant”) at a price of $1.00 per warrant, for an aggregate purchase price of $ 3,040,000 . Each Private Warrant entitles the holder to purchase one share of Class A common stock, subject to adjustment. The proceeds from the private placement of the Private Warrants partially funded the Trust Account and IPO issuance costs, and will fund the future operations prior to the business combination. If the Company does not complete an initial business combination within the Combination Period, the remaining proceeds, after payments from the sale of the Private Warrants, will be included in the liquidating distribution to the public stockholders and the Private Warrants will be worthless (see Note 8).

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS	12 Months Ended
	Dec. 31, 2022
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS	NOTE 5 — RELATED PARTY TRANSACTIONS Founder Shares In October 2021, the Sponsor paid $25,000, or approximately $0.009 per share, to cover certain offering costs in consideration for 2,875,000 shares of Class B common stock, par value $0.0001 (the “Founder Shares”). On May 10, 2022, the Sponsor surrendered 575,000 Founder Shares, for no consideration, resulting in the Sponsor and directors continuing to hold 2,300,000 Founder Shares. Up to 300,000 Founder Shares were subject to forfeiture to the extent that the over-allotment option (see Note 7) was not exercised in full by the underwriter. As the Underwriters exercised their overallotment option in full at the IPO date, the forfeiture provisions lapsed for 300,000 Founder Shares. On October 28, 2021, the Sponsor transferred 25,000 Founder Shares to each of Kathy Cuocolo, Leela Gray and Stephen Markscheid, the Board of Directors nominees. In addition, at the IPO date, the Sponsor sold 60,000 Founder Shares to each Anchor Investor, or the aggregate of 600,000 Founders Shares to the group of ten Anchor Investors (see Note 1). The proceeds of $4,860 from the sale were collected by the Company on behalf of the Sponsor, and are included in Due to Sponsor – related party on the accompanying consolidated balance sheet as of December 31, 2022. Promissory Note — Related Party The Sponsor had agreed to loan the Company an aggregate of up to $400,000 to cover expenses related to the Initial Public Offering pursuant to a promissory note (the “Note”). This loan is non-interest bearing and payable on the earlier of June 24, 2022 or the consummation of the Initial Public Offering. The principal balance of the Note totaled $0 and $80,000 as of December 31, 2022 and 2021, respectively. The Note balance of $354,100 as of the IPO date was repaid on May 16, 2022 from the proceeds of the Initial Public Offering not placed in the Trust Account (see Note 5). Working Capital Loans In order to fund working capital deficiencies and finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). The Company will repay the Working Capital Loans upon the completion of a Business Combination. 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. During the year ended December 31, 2022, the Sponsor loaned the Company $157,000 in Working Capital Loans. The Working Capital Loans are to be repaid upon consummation of a Business Combination, without interest, or, at the lender’s option, up to $1.5 million of the outstanding Working Capital Loans are convertible into Private Warrants at a price of $1.00 per warrant. As of December 31, 2022 and 2021, the Company had $157,000 and $0, respectively, borrowed under the Working Capital Loans from the Sponsor included in Convertible note – related party in the accompanying consolidated balance sheets. Administrative Support Agreement In conjunction with the IPO closing, the Company entered into the administrative support agreement under which it will pay the Sponsor a total of $10,000 per month, for up to 12 months (or up to 18 months if we use our options to extend the period of time to consummate an initial business combination), for office space, secretarial and administrative services. Upon completion of the initial Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees. The Company incurred $75,000 under the agreement during the year ended December 31, 2022. As of December 31, 2022, $5,100 was due under the administrative support agreement, included in Due to Related Party on the accompanying consolidated balance sheet.

INCOME TAXES

INCOME TAXES	12 Months Ended
	Dec. 31, 2022
INCOME TAXES
INCOME TAXES	NOTE 6 — INCOME TAXES The Company’s general and administrative expenses are generally considered start-up costs and are not currently deductible. During the year ended December 31, 2022 and the period from September 23, 2021 (inception) through December 31, 2021, $240,507 and $0, respectively, of income tax expense was recorded. The Company’s effective tax rate for the year ended December 31, 2022 was 6.8%. The difference between the effective tax rate of 6.8% for the year ended December 31, 2022, and the U.S. federal statutory rate of 21% was primarily due to the change in the valuation allowance and the permanent difference arising from the loss on change in fair value of Forward Purchase Agreement liability. The Company’s effective tax rate for the period from September 23, 2021 (inception) through December 31, 2021 was 0%. The difference between the effective tax rate of 0% for the period from September 23, 2021 (inception) through December 31, 2021, and the U.S. federal statutory rate of 21% was primarily due to the full valuation allowance recognized against the deferred tax assets. The income tax provision consisted of the following for the year ended December 31, 2022 and for the period from September 23, 2021 (inception) through December 31, 2021: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ 2022 2021 Federal ​ ​ Current ​ $ 240,507 ​ $ — Deferred ​ (398,526) ​ (4,177) Change in valuation allowance ​ 398,526 ​ 4,177 Income tax provision ​ $ 240,507 ​ $ — ​ The Company’s net deferred tax assets consist of the following as of December 31, 2022 and 2021: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ 2022 2021 Deferred tax asset ​ ​ Net operating loss carryforward ​ $ — ​ $ 138 Startup/Organization expenses ​ 402,703 ​ 4,039 Total deferred tax asset ​ 402,703 ​ 4,177 Valuation allowance ​ ​ (402,703) ​ ​ (4,177) Deferred tax asset, net of valuation allowance ​ $ — ​ $ — ​ As of December 31, 2022 and 2021, the Company has U.S. federal net operating loss carryovers of $0 and $659, respectively, that do not expire. In assessing the realization of the deferred tax assets, management considers whether it is more likely than not that some portion of all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. After consideration of all of the information available, management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance. There were no unrecognized tax benefits as of December 31, 2022 and 2021. No amounts were accrued for the payment of interest and penalties as of December 31, 2022 and 2021. The Company is currently not aware of any issues 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.

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES	12 Months Ended
	Dec. 31, 2022
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES	NOTE 7 — COMMITMENTS AND CONTINGENCIES Registration Rights The holders of the Founder Shares, Private Placement Warrants (as defined below) (including securities contained therein) issued in connection with the Initial Public Offering and Private Placement Warrants (including securities contained therein) that may be issued upon conversion of Working Capital Loans (see Note 5), and any shares of Class A common stock issuable upon the exercise of the Private Placement Warrants (and underlying Class A common stock) that may be issued upon conversion of the Working Capital Loans and Class A common stock issuable upon conversion of the Founder Shares, are entitled to registration rights pursuant to a registration rights agreement to be signed at the effective date of the Initial Public Offering, requiring us to register such securities for resale (in the case of the Founder Shares, only after conversion of the Class A common stock). The holders of the majority of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of the initial business combination and rights to require us to register for resale such securities pursuant to Rule 415 under the Securities Act. The registration rights agreement does not contain liquidated damages or other cash settlement provisions resulting from delays in registering securities. See Note 1 for discussion of amendments to the registration rights agreement to take effect upon the closing of the Business Combination. Underwriting Agreement At the IPO date, the Company granted the underwriter a 45-day option from the date of the Initial Public Offering to purchase up to 1,200,000 additional Units to cover over-allotments, if any, at the price paid by the underwriter in the Initial Public Offering. This overallotment option was exercised in full at the IPO date. The underwriter received a cash discount of $0.10 per unit, or $0.92 million in the aggregate at the closing of the Initial Public Offering. In addition, $0.40 per share, or $3.68 million in the aggregate will be payable to the underwriter for deferred underwriting commissions solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. In addition, in conjunction with the Initial Public Offering, the Company issued to the underwriter 138,000 shares of Class A common stock for nominal consideration (the “Representative Shares”). The holders of the Representative Shares agreed (a) that they will not transfer, assign or sell any such shares without the Company’s prior consent until the completion of the initial Business Combination, (ii) to waive their redemption rights (or right to participate in any tender offer) with respect to such shares in connection with the completion of the initial Business Combination and (iii) to waive their rights to liquidating distributions from the Trust Account with respect to such shares if the Company fails to complete the initial Business Combination within the Combination Period. The representative shares are deemed to be underwriters’ compensation by FINRA pursuant to FINRA Rule 5110. Other Commitments and Contingencies In connection with the execution of the Merger Agreement, MCAC entered into the Forward Purchase Agreement with Meteora. Pursuant to the terms of the Forward Purchase Agreement, MCAC agreed to pay to Meteora an amount equal to the reasonable and documented attorney fees and other reasonable out-of-pocket expenses related thereto actually incurred by Meteora or its affiliates in connection with this Forward Purchase Transaction not to exceed (a) $75,000, (b) a quarterly fee of $5,000 (initially payable on the Trade Date (as defined in the agreement) and upon the first business day of each quarter and (c) expenses actually incurred in connection with the acquisition of the Shares in an amount not to exceed $0.05 per Share and $0.03 per disposition of each Share. In addition, a break-up fee equal to (i) all of Meteora’s reasonable and documented fees and expenses relating to the Forward Purchase Agreement capped at $75,000 plus (ii) $500,000, shall be payable by the Combined Company to Meteora in the event the Forward Purchase Agreement is terminated by MCAC. Refer to Note 1 for further discussion of the Forward Purchase Agreement.

STOCKHOLDERS' EQUITY (DEFICIT)

STOCKHOLDERS' EQUITY (DEFICIT)	12 Months Ended
	Dec. 31, 2022
STOCKHOLDERS' EQUITY (DEFICIT)
STOCKHOLDERS' EQUITY (DEFICIT)	NOTE 8 — STOCKHOLDERS’ EQUITY (DEFICIT) Preferred Stock — Class A Common Stock Class B Common Stock Holders of Class A common stock and holders of Class B common stock vote together as a single class on all other matters submitted to a vote of the Company’s stockholders except as otherwise required by law. The Class B common stock will automatically convert into Class A common stock at the time of a Business Combination at a ratio such that the number of shares of Class A common stock issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of (i) the total number of shares of common stock issued and outstanding upon completion of the Initial Public Offering, plus (ii) the total number of shares of Class A common stock issued or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of a Business Combination, excluding any shares of Class A common stock or equity-linked securities exercisable for or convertible into shares of Class A common stock issued, deemed issued, or to be issued, to any seller in the Business Combination and any Private Warrants issued to the Sponsor, its affiliates or any member of the Company’s management team upon conversion of Working Capital Loans. In no event will the Class B common stock convert into Class A common stock at a rate of less than one-to-one. Warrants — In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of the initial business combination at a Newly Issued Price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the board of directors and, in the case of any such issuance to the sponsor or its affiliates, without taking into account any Founder Shares held by the sponsor or such affiliates, as applicable, prior to such issuance), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial business combination on the date of the consummation of the initial business combination (net of redemptions), and (z) the Market Value is below $9.20 per share, then the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the greater of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described below will be adjusted (to the nearest cent) to be equal to 180% of the greater of the Market Value and the Newly Issued Price. The Warrants will become exercisable 30 days after the completion of a Business Combination. However, no Warrant shall be exercisable for cash and the Company shall not be obligated to issue shares of common stock upon exercise of a Warrant unless the common stock issuable upon such Warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the Warrants. In the event that the condition in the immediately preceding sentence is not satisfied with respect to a Warrant, the holder of such Warrant shall not be entitled to exercise such Warrant for cash and such Warrant may have no value and expire worthless, in which case the purchaser of a Unit containing such Public Warrants shall have paid the full purchase price for the Unit solely for the shares of Common Stock underlying such Unit. Warrants may not be exercised by, or securities issued to, any registered holder in any state in which such exercise would be unlawful. The Warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. Once the warrants become exercisable, the Company may redeem the outstanding warrants: ● in whole and not in part; ● at a price of $0.01 per warrant; ● upon not less than 30 days ’ prior written notice of redemption given after the warrants become exercisable (the “ 30- day redemption period”) to each warrant holder; and ● if, and only if, the reported last sale price of the Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, rights issuances, reorganizations, recapitalizations and the like) for any 20 trading days within a 30- trading day period commencing once the warrants become exercisable and ending three days before we send the notice of redemption to the warrant holders. If the Company call the warrants for redemption as described above, the Company’s management will have the option to require all holders that wish to exercise warrants to do so on a “cashless basis.” In determining whether to require all holders to exercise their warrants on a “cashless basis,” the Company’s management will consider, among other factors, the cash position, the number of warrants that are outstanding and the dilutive effect on the Company’s stockholders of issuing the maximum number of shares of Class A common stock issuable upon the exercise of the warrants. In such event, each holder would pay the exercise price by surrendering the warrants for that number of shares of Class A common stock equal to the quotient obtained by dividing (x) the product of the number of shares of Class A common stock underlying the warrants, multiplied by the difference between the exercise price of the warrants and the “fair market value” (defined below) by (y) the fair market value. The “fair market value” for this purpose shall mean the average reported last sale price of the Class A common stock for the 10 trading days ending on the third day prior to the date on which the notice of redemption is sent to the holders of warrants. Rights one

STOCK-BASED COMPENSATION

STOCK-BASED COMPENSATION	12 Months Ended
	Dec. 31, 2022
STOCK-BASED COMPENSATION
STOCK-BASED COMPENSATION	NOTE 9 — STOCK-BASED COMPENSATION In October 2021, the Sponsor transferred 25,000 Founder Shares to each of the three independent director nominees as compensation for their service on the Board. If the director nominee does not become a director of the Company at the time of the IPO, is removed from office as director, or voluntarily resigns his position with the Company before a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination involving the Company (“the Triggering Event”), all of such purchaser’s shares shall be returned to Sponsor. As such, the service period for these awards will not start until the IPO date. Further, considering that in case the business combination does not occur these awards will be forfeited, it was deemed that the above terms result in the vesting provision whereby the share awards would vest only upon the consummation of a business combination or change of control event. As a result, any compensation expense in relation to these grants would be not recognized until the Triggering Event. As a result, the Company recorded no compensation expense for the year ended December 31, 2022 or for the period from September 23, 2021 (inception) through December 31, 2021. The fair value of the Founder Shares on the grant date was approximately $0.87 per share. The valuation performed by the Company determined the fair value of the shares on the date of grant by applying a discount based upon a) the probability of a successful IPO, b) the probability of a successful business combination, and c) the lack of marketability of the Founder Shares. The aggregate grant date fair value of the awards amounted to approximately $65,000. Total unrecognized compensation expense related to unvested Founder Shares at December 31, 2022 amounted to approximately $65,000 and is expected to be recognized upon the Triggering Event.

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	12 Months Ended
	Dec. 31, 2022
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS	NOTE 10 — SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the consolidated financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the consolidated financial statements.

SUMMARY OF SIGNIFICANT ACCOUN_2

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	12 Months Ended
	Dec. 31, 2022
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation and Principles of Consolidation	Basis of Presentation and Principles of Consolidation The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiary and are presented in conformity with accounting principles generally accepted in the United States of America (“US GAAP”) and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”). All significant intercompany balances and transactions have been eliminated in consolidation.
Emerging Growth Company	Emerging Growth Company The Company is an “emerging growth company”, as defined in Section 2(a) of the Securities Act of 1933, as amended, (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding 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 consolidated 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.
Offering Costs	Offering Costs Offering costs consist of underwriting, legal, accounting and other expenses incurred through the balance sheet date that are directly related to the IPO and were charged to temporary equity, equity and/or expense upon the completion of the Initial Public Offering. The fair value of the Representative Shares was accounted for as compensation under ASC 718, was included in the offering costs at the IPO date. In addition, under the guidance in Staff Accounting Bulletin 107 Topic 5T, Accounting for Expenses or Liabilities Paid by Principal Stockholder(s), the Company included in offering costs amounts incurred by the Sponsor through the sale of Founder Shares to Anchor Investors on behalf of the Company (Note 5). The excess of the fair value of the Founder Shares was deemed a contribution from the Sponsor for offering costs and working capital.
General and administrative expenses	General and administrative expenses General and administrative expenses consist primarily of costs to operate as a public company and costs incurred in relation to a potential Business Combination, including legal, accounting, and other expenses. Costs related to a potential business combination are expensed as incurred.
Net Loss per Share of Common Stock	Net Loss per Share of Common Stock The Company complies with accounting and disclosure requirements of ASC Topic 260, “Earnings Per Share” (“ASC 260”). Net loss per share is computed by dividing net loss by the weighted average number of shares of Common Stock outstanding during the period. The weighted average shares for the period from September 23, 2021 (inception) through May 13, 2022 were reduced for the effect of an aggregate of 300,000 Class B Common Stock that were subject to forfeiture until the initial public offering. The Company’s consolidated statements of operations include a presentation of net loss per share subject to possible redemption in a manner similar to the two-class method of income per share. With respect to the accretion of the Class A Common Stock subject to possible redemption and consistent with ASC 480-10-S99-3A, the Company deemed the fair value of the Class A Common Stock subject to possible redemption to approximate the contractual redemption value and the accretion has no impact on the calculation of net loss per share. The Company’s Public Warrants (see Note 3), Private Warrants (see Note 4), and Rights (see Note 3), could, potentially, be exercised or converted into common stock and then share in the earnings of the Company. Additionally, the Embedded Feature (see Note 2) allows for conversion of the convertible notes into Private Warrants, which could, potentially, be exercised or converted into common stock and then share in the earnings of the Company. However, these potentially dilutive instruments were excluded when calculating diluted loss per share because such inclusion would be anti-dilutive for the periods presented. As a result, diluted loss per share is the same as basic loss per share for the periods presented. A reconciliation of net loss per share is as follows for the year ended December 31, 2022: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Class A ​ ​ ​ ​ ​ ​ ​ ​ subject to ​ ​ ​ ​ ​ ​ ​ ​ possible ​ ​ ​ ​ ​ redemption Class A Class B Allocation of undistributable losses ​ ​ (2,711,247) ​ ​ (40,669) ​ ​ (1,011,722) Net loss to common stock ​ $ (2,711,247) ​ $ (40,669) ​ $ (1,011,722) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted average shares outstanding, basic and diluted ​ 5,872,877 ​ 88,093 ​ 2,191,507 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Basic and diluted net loss per share ​ $ (0.46) ​ $ (0.46) ​ $ (0.46) ​ A reconciliation of net loss per share is as follows for the period from September 23, 2021 (inception) through December 31, 2021: ​ ​ ​ ​ ​ ​ Class B Allocation of undistributable losses ​ ​ (19,889) Net loss to common stock ​ $ (19,889) ​ ​ ​ ​ Weighted average shares outstanding, basic and diluted ​ 2,000,000 ​ ​ ​ ​ Basic and diluted net loss per share ​ $ (0.01) ​
Marketable Securities Held in Trust Account	Marketable Securities Held in Trust Account As of December 31, 2022 and 2021, the assets held in the Trust Account were substantially held in money market funds which were invested in U.S. Treasury Bills and U.S. Treasury Notes. These securities are presented on the consolidated balance sheet at fair value at the end of each reporting period. Earnings on these securities are automatically reinvested, and are included in dividend and interest income in the accompanying consolidated statements of operations. The fair value for these securities is determined using quoted market prices in active markets. For the year ended December 31, 2022 and during the period from September 23, 2021 (inception) through December 31, 2021, the Company did not withdraw any dividend and interest income from the Trust Account to pay its tax obligations.
Other Income	Other Income During the year ended December 31, 2022, the Company received a $55,466 unconditional and non-refundable reimbursement for certain general and administrative expenses incurred by the Company, from a potential target. This amount was recorded as other income in the accompanying consolidated statement of operations for the year ended December 31, 2022.
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 Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying consolidated balance sheets, primarily due to their short-term nature.
Concentration of Credit Risk	Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on these accounts.
Share-Based Payment Arrangements	Share-Based Payment Arrangements The Company accounts for stock awards in accordance with ASC 718, which requires that all equity awards be accounted for at their fair value. Fair value is measured on the grant date and is equal to the underlying value of the stock. Costs equal to these fair values are recognized ratably over the requisite service period based on the number of awards that are expected to vest, or in the period of grant for awards that vest immediately and have no future service condition. For awards that vest over time, cumulative adjustments in later periods are recorded to the extent actual forfeitures differ from the Company’s initial estimates; previously recognized compensation cost is reversed if the service or performance conditions are not satisfied, and the award is forfeited.
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 in ASC Topic 480, “Distinguishing Liabilities from Equity” (“ASC 480”). Common stock subject to mandatory redemption (if any) 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 sold as part of the initial Public Offering, features certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, all common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s consolidated balance sheet. The redemption value as of December 31, 2022 includes $100,000 that can be used to pay any dissolution expenses, should a dissolution event occur. The redemption value of the Class A common stock subject to possible redemption will be reduced by the estimated dissolution expenses to be paid from the interest earned in the trust account, up to $100,000, if and when a dissolution is deemed probable. The Company fully accreted the Class A Common Stock subject to possible redemption to its redemption value at the Initial Public Offering date, and subsequently accretes dividend and interest income earned in the Trust Account in excess of income and franchise taxes payable. The reconciliation of Class A common stock subject to possible redemption as of December 31, 2022 is as follows: ​ ​ ​ ​ Gross proceeds from sale of Public Units $ 92,000,000 Less: Proceeds allocated to Public Warrants (Note 3) ​ ​ (1,613,009) Less: Proceeds allocated to Rights (Note 3) ​ ​ (4,301,659) Less: Proceeds allocated to underwriter’s overallotment option (Note 7) ​ ​ (52,147) Less: Issuance costs allocated to Class A common stock subject to possible redemption ​ ​ (8,139,659) Accretion to redemption value of Class A common stock subject to possible redemption ​ ​ 15,026,474 Accretion to redemption value of Class A common stock subject to possible redemption due to dividend and interest income earned, net ​ ​ 848,637 Class A common stock subject to possible redemption ​ $ 93,768,637 ​
Derivative Financial Instruments	Derivative Financial Instruments The Company issues warrants and Rights (see Note 3) to its investors, the overallotment option to the underwriter (see Note 7), and the Working Capital Loans to the Sponsor (see Note 5). The Company accounts for financial instruments as either equity-classified or liability-classified instruments based on an assessment of the specific terms of the instruments and applicable authoritative guidance in ASC 480 and ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). The assessment considers whether the instruments are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and meet all of the requirements for equity classification under ASC 815, including whether the instruments are indexed to the Company’s own stock and whether the holders of the instruments could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. At the IPO date, the Public Warrants and Rights (see Note 3) and Private Warrants (see Note 4) were accounted for as equity instruments as they meet all of the requirements for equity classification under ASC 815 based on current expected terms, which are subject to change. At the IPO date, the underwriter’s overallotment option (see Note 7) met the definition of a liability under ASC 480.
Fair Value Measurements	Fair Value Measurements 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; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. As of December 31, 2022, the Company held Level 1 financial instruments, which are the Company’s marketable securities held in the Trust Account, which are remeasured on a recurring basis using quoted market prices. The Company did not hold any assets requiring remeasurement on a recurring or non-recurring basis as of December 31, 2021. During the year ended December 31, 2022, the Company issued an overallotment option to the underwriter (see Note 7), the fair value of which is measured using the Black Scholes Option Pricing Model with significant unobservable inputs. The overallotment option was fully exercised on the IPO date. The fair value is based on the share price of the underlying shares and a number of assumptions, including expected volatility, expected life, risk-free interest rate and expected dividends. Therefore, the overallotment liability is considered to be a Level 3 financial instrument. The fair value of the overallotment liability at the IPO date of $52,147 was determined using the Black Scholes option pricing model based on the following assumptions: ​ ​ ​ ​ ​ Risk-free interest rate 0.73 % Dividend rate 0.00 % Volatility 5.00 % Expected life (in years) 0.12 ​ ​ The Representative Shares and Transferred Founder Shares were valued using the fair value of the Class A common stock, adjusted for the probability of consummation of the Business Combination and a discount for lack of marketability. As such, these are considered to be non-recurring Level 3 fair value measurements. The Forward Purchase Agreement liability was valued using the put option pricing model, assuming that Meteora will purchase the maximum number of shares of 6,600,000 at the consummation of the Business Combination, Meteora will receive $12.20 per share upon the put option exercise and hold the shares until the end of its estimated contractual maturity period of 3.5 years. The value of the resulting put option was adjusted for 12% probability of the completion of a business combination based on the probabilities implied in the traded rights for SPACs to receive shares upon a business combination. As such, the Forward Purchase Agreement liability is considered to be a recurring Level 3 fair value measurement. The table below presents the changes in Level 3 liabilities measured at fair value on a recurring basis during the year ended December 31, 2022: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Forward Purchase ​ ​ Overallotment ​ Agreement ​ ​ liability ​ Liability Balance at January 1, 2022 $ — — Issuance of overallotment option ​ 52,147 ​ ​ Exercise of overallotment option ​ (52,147) ​ ​ Loss on change in fair value of Forward Purchase Agreement liability ​ ​ ​ ​ 2,770,000 Balance at December 31, 2022 ​ $ — ​ 2,770,000 ​
Working Capital Loan	Working Capital Loan The Working Capital Loans (Note 5) are issued in the form of convertible notes. The embedded feature to convert the Working Capital Loans into Private Warrants at a price of $1.00 per warrant (the “Embedded Feature”) does not meet the definition of a derivative under ASC 815-10-15-94 through 98 and is not required to be accounted for separately.
Due to Sponsor - related party	Due to Sponsor – related party The Due to Sponsor balance as of December 31, 2022 includes $4,860 of cash collected on behalf of the Sponsor in connection with the sale of the Founder Shares to the Anchor Investors (Note 5) and $5,100 of unpaid monthly administrative service fees. These funds will be remitted to the Sponsor in the normal course of business.
Income Taxes	Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the consolidated financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes 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 recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2022 and 2021. The Company is 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.
Recent Accounting Standards	Recent Accounting Standards In August 2020, the FASB issued 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): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity. This guidance changes how entities account for convertible instruments and contracts in an entity’s own equity and simplifies the accounting for convertible instruments by removing certain separation models for convertible instruments. This guidance also modifies the guidance on diluted earnings per share calculations. This new guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2023, but allows for early adoption. The Company adopted this standard effective January 1, 2022 and the adoption did not have material impact on the Company’s consolidated financial statements. The Company does not expect any other recently issued standards to have a material impact on the Company’s consolidated financial statements.

SUMMARY OF SIGNIFICANT ACCOUN_3

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)	12 Months Ended
	Dec. 31, 2022
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Schedule of reconciliation of net loss per share	A reconciliation of net loss per share is as follows for the year ended December 31, 2022: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Class A ​ ​ ​ ​ ​ ​ ​ ​ subject to ​ ​ ​ ​ ​ ​ ​ ​ possible ​ ​ ​ ​ ​ redemption Class A Class B Allocation of undistributable losses ​ ​ (2,711,247) ​ ​ (40,669) ​ ​ (1,011,722) Net loss to common stock ​ $ (2,711,247) ​ $ (40,669) ​ $ (1,011,722) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted average shares outstanding, basic and diluted ​ 5,872,877 ​ 88,093 ​ 2,191,507 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Basic and diluted net loss per share ​ $ (0.46) ​ $ (0.46) ​ $ (0.46) ​ A reconciliation of net loss per share is as follows for the period from September 23, 2021 (inception) through December 31, 2021: ​ ​ ​ ​ ​ ​ Class B Allocation of undistributable losses ​ ​ (19,889) Net loss to common stock ​ $ (19,889) ​ ​ ​ ​ Weighted average shares outstanding, basic and diluted ​ 2,000,000 ​ ​ ​ ​ Basic and diluted net loss per share ​ $ (0.01) ​
Schedule of reconciliation of Class A common stock subject to possible redemption	The reconciliation of Class A common stock subject to possible redemption as of December 31, 2022 is as follows: ​ ​ ​ ​ Gross proceeds from sale of Public Units $ 92,000,000 Less: Proceeds allocated to Public Warrants (Note 3) ​ ​ (1,613,009) Less: Proceeds allocated to Rights (Note 3) ​ ​ (4,301,659) Less: Proceeds allocated to underwriter’s overallotment option (Note 7) ​ ​ (52,147) Less: Issuance costs allocated to Class A common stock subject to possible redemption ​ ​ (8,139,659) Accretion to redemption value of Class A common stock subject to possible redemption ​ ​ 15,026,474 Accretion to redemption value of Class A common stock subject to possible redemption due to dividend and interest income earned, net ​ ​ 848,637 Class A common stock subject to possible redemption ​ $ 93,768,637 ​
Schedule of fair value of the overallotment liability determined using the Black Scholes option pricing model based on assumptions	​ ​ ​ ​ ​ Risk-free interest rate 0.73 % Dividend rate 0.00 % Volatility 5.00 % Expected life (in years) 0.12 ​ ​
Schedule of changes in Level 3 liabilities measured at fair value on a recurring basis	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Forward Purchase ​ ​ Overallotment ​ Agreement ​ ​ liability ​ Liability Balance at January 1, 2022 $ — — Issuance of overallotment option ​ 52,147 ​ ​ Exercise of overallotment option ​ (52,147) ​ ​ Loss on change in fair value of Forward Purchase Agreement liability ​ ​ ​ ​ 2,770,000 Balance at December 31, 2022 ​ $ — ​ 2,770,000 ​

INCOME TAXES (Tables)

INCOME TAXES (Tables)	12 Months Ended
	Dec. 31, 2022
INCOME TAXES
Schedule of income tax provision	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ 2022 2021 Federal ​ ​ Current ​ $ 240,507 ​ $ — Deferred ​ (398,526) ​ (4,177) Change in valuation allowance ​ 398,526 ​ 4,177 Income tax provision ​ $ 240,507 ​ $ — ​
Schedule of company's net deferred tax assets	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ 2022 2021 Deferred tax asset ​ ​ Net operating loss carryforward ​ $ — ​ $ 138 Startup/Organization expenses ​ 402,703 ​ 4,039 Total deferred tax asset ​ 402,703 ​ 4,177 Valuation allowance ​ ​ (402,703) ​ ​ (4,177) Deferred tax asset, net of valuation allowance ​ $ — ​ $ — ​

ORGANIZATION, BUSINESS OPERAT_2

ORGANIZATION, BUSINESS OPERATION AND GOING CONCERN (Details)		3 Months Ended	12 Months Ended
	May 13, 2022 USD ($) $ / shares shares	Dec. 31, 2021 USD ($) $ / shares	Dec. 31, 2022 USD ($) item $ / shares shares	Jun. 30, 2022 USD ($)
ORGANIZATION, BUSINESS OPERATION AND GOING CONCERN
Number of initial businesses combination minimum | item			1
Common stock, par value (in dollars per share) | $ / shares			$ 0.0001
Aggregate purchase price		$ 0	$ 3,040,000
Transaction costs			8,698,910
Underwriting fees			920,000
Deferred underwriting commissions payable to underwriter			3,680,000
Estimated fair value of representative share			622,882
Fair value of transferred units			2,508,632
Other offering costs			967,396
Cash		5,056	5,938
Shares subject to possible redemption, transaction costs			8,139,659
Investment of cash into Trust Account		$ 0	92,920,000
Investments maximum maturity term	185 days
Principal amount in Trust Account available to be withdrawn			$ 0
Threshold minimum aggregate fair market value of asset held in trust account (in percent)			80%
Ownership interest to be acquired on post-transaction company			50%
Minimum net tangible asset up on consummation of business combination			$ 5,000,001
Maximum percentage of shares that can be redeemed without prior consent of the Company			15%
Threshold period to complete business combination			12 months
Extension price per unit | $ / shares			$ 0.10
Aggregate per unit price in trust | $ / shares			$ 0.20
Threshold period from closing of public offering entity is obligated to complete business combination			18 months
Obligation to redeem Public Shares if entity does not complete a Business Combination (as a percent)			100%
Maximum amount of interest and dividends earned in trust account			$ 100,000
Outstanding working capital loan			$ 157,000
Class A common stock
ORGANIZATION, BUSINESS OPERATION AND GOING CONCERN
Common stock, par value (in dollars per share) | $ / shares		$ 0.0001	$ 0.0001
Purchase of shares | shares	138,000
Warrants | Class A common stock
ORGANIZATION, BUSINESS OPERATION AND GOING CONCERN
Number of shares issuable per warrant | shares			1
Exercise price of warrant (in dollars per share) | $ / shares			$ 11.50
Public Warrants
ORGANIZATION, BUSINESS OPERATION AND GOING CONCERN
Warrants, transaction costs			$ 152,515	$ 152,515
Warrant Rights
ORGANIZATION, BUSINESS OPERATION AND GOING CONCERN
Number of common shares unit | shares	0.1
Warrants, transaction costs			$ 406,736
Initial Public Offering
ORGANIZATION, BUSINESS OPERATION AND GOING CONCERN
Number of units sold | shares	9,200,000
Number of common shares unit | shares	0.10
Purchase price (in dollars per share) | $ / shares	$ 10
Proceeds from issuance initial public offering	$ 92,000,000
Estimated fair value of representative share	622,882
Cash	$ 923,563
Share price per unit | $ / shares	$ 10.10
Investment of cash into Trust Account	$ 92,920,000
Extension price per unit | $ / shares			$ 0.10
Initial Public Offering | Anchor Investor
ORGANIZATION, BUSINESS OPERATION AND GOING CONCERN
Purchase price (in dollars per share) | $ / shares	$ 10
Number of shares issued | shares	600,000
Share price per unit | $ / shares	$ 0.009
Purchase of shares | shares	9,108,000
Initial Public Offering | Class A common stock
ORGANIZATION, BUSINESS OPERATION AND GOING CONCERN
Number of shares in a unit | shares	1
Common stock, par value (in dollars per share) | $ / shares	$ 0.0001
Initial Public Offering | Warrants
ORGANIZATION, BUSINESS OPERATION AND GOING CONCERN
Exercise price of warrant (in dollars per share) | $ / shares	$ 11.50
Initial Public Offering | Warrants | Class A common stock
ORGANIZATION, BUSINESS OPERATION AND GOING CONCERN
Number of warrants in a unit | shares	1
Number of shares issuable per warrant | shares	1
Initial Public Offering | Public Warrants
ORGANIZATION, BUSINESS OPERATION AND GOING CONCERN
Number of warrants in a unit | shares	1
Initial Public Offering | Public Warrants | Class A common stock
ORGANIZATION, BUSINESS OPERATION AND GOING CONCERN
Number of shares issuable per warrant | shares	1
Exercise price of warrant (in dollars per share) | $ / shares	$ 11.50
Private Placement | Private placement warrants | Sponsor
ORGANIZATION, BUSINESS OPERATION AND GOING CONCERN
Sale of Private Placement Warrants (in shares) | shares	3,040,000
Price of warrant (in dollars per share) | $ / shares	$ 1
Aggregate purchase price	$ 3,040,000
Private Placement | Private placement warrants | Class A common stock
ORGANIZATION, BUSINESS OPERATION AND GOING CONCERN
Number of shares issuable per warrant | shares	1
Over-allotment option
ORGANIZATION, BUSINESS OPERATION AND GOING CONCERN
Number of units sold | shares	1,200,000

ORGANIZATION, BUSINESS OPERAT_3

ORGANIZATION, BUSINESS OPERATION AND GOING CONCERN - Proposed Business Combination (Details)	12 Months Ended
	Dec. 31, 2022 USD ($) product $ / shares shares	Dec. 31, 2021 $ / shares
ORGANIZATION, BUSINESS OPERATION AND GOING CONCERN
Common stock, par value (in dollars per share)	$ 0.0001
Preferred stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Amount held in trust account | $	$ 94,209,804
2023 Equity Incentive Plan
ORGANIZATION, BUSINESS OPERATION AND GOING CONCERN
Initial aggregate share reserve percentage on common stock	10%
Aggregate share reserve percentage on common stock outstanding on the final day of the immediately preceding calendar year	4%
Forward Purchase Agreement
ORGANIZATION, BUSINESS OPERATION AND GOING CONCERN
Maximum forward purchase transaction amount | $	$ 75,000
Quarterly fee paid | $	$ 5,000
Share price	$ 0.05
Disposition of share price	$ 0.03
Forward Purchase Agreement | Meteora
ORGANIZATION, BUSINESS OPERATION AND GOING CONCERN
Threshold trading days	20 days
Threshold trading day period	30 days
Period after closing date	30 days
Estimated redemption price per share	$ 10.19
Amount held in trust account | $	$ 94,209,804
Estimated income and franchise taxes to be paid | $	$ 441,166
Minimum beneficial ownership percentage by Meteora on a post-merger pro forma basis	9.90%
Percentage of prepayment shortfall	1%
Amount of consideration equal to the product | $	$ 40,000
Percentage of proceeds from sales equals to prepayment shortfall	100%
Minimum WVAP per share	$ 7.50
Trading day period of WVAP per share before maturity date	10 days
Number used to calculate product | product	3
Number of shares used to calculate product for consideration in shares | shares	6,600,000
Minimum period for penalty shares to be freely tradable	45 days
Documented fees and expenses | $	$ 75,000
Amount to be paid in case of termination of agreement | $	$ 500,000
Forward Purchase Agreement | Meteora | Minimum
ORGANIZATION, BUSINESS OPERATION AND GOING CONCERN
WVAP Triggered price per share	$ 5
Unsold share price if maturity consideration in cash	2
Unsold share price if maturity consideration in shares	$ 2
Forward Purchase Agreement | Meteora | Maximum
ORGANIZATION, BUSINESS OPERATION AND GOING CONCERN
Number of shares to be issued | shares	6,600,000
Unsold share price if maturity consideration in cash	$ 2.50
Unsold share price if maturity consideration in shares	$ 2.50
Amount of indebtedness | $	$ 25,000,000
ConnectM
ORGANIZATION, BUSINESS OPERATION AND GOING CONCERN
Common stock, par value (in dollars per share)	$ 0.0001
Preferred stock, par value (in dollars per share)	$ 0.0001
Number of shares issued as merger consideration | shares	14,500,000
Transaction expenses | $	$ 8,000,000
Cure period	30 days
Period for written notice	2 days
Period for written notice given by Acquiree	15 days
Reimbursement of transaction expenses | $	$ 1,200,000
Threshold trading day period	30 days
ConnectM | Lock-Up Agreement/Transfer Restrictions
ORGANIZATION, BUSINESS OPERATION AND GOING CONCERN
Period agreed for not to transfer any shares of common stock	180 days
Price of stock equals for not to transfer any shares of common stock	$ 16.50
Threshold trading days	20 days
Period after closing date	150 days

SUMMARY OF SIGNIFICANT ACCOUN_4

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($)	3 Months Ended	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2022	Sep. 30, 2021
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Reimbursement on general and administrative expenses		$ 55,466
Unrecognized tax benefits	$ 0	0	$ 0
Unrecognized tax benefits accrued for interest and penalties	0	0	$ 0
Forward purchase agreement liability	$ 0	(2,770,000)
Forward Purchase Agreement
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Forward purchase agreement liability		2,770,000
Meteora Holding [Member] | Forward Purchase Agreement
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Fair value of put option		$ 2,770,000
Number of units to be purchased pursuant to agreement		6,600,000
Forward purchase agreement liability		$ 2,770,000
Meteora Holding [Member] | Forward Purchase Agreement | Level 3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Number of units to be purchased pursuant to agreement		6,600,000
Price per share		$ 12.20
Estimated contractual maturity period		3 years 6 months
Percentage of completion of business combination		12%
Class B common stock
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Maximum common shares subject to forfeiture		300,000

SUMMARY OF SIGNIFICANT ACCOUN_5

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Reconciliation of net loss per share (Details) - USD ($)	3 Months Ended		12 Months Ended
	Dec. 31, 2021		Dec. 31, 2022
Class A common stock subject to possible redemption
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Allocation of undistributable losses			$ (2,711,247)
Net loss to common stock			$ (2,711,247)
Weighted average shares outstanding, basic			5,872,877
Weighted average shares outstanding, diluted			5,872,877
Basic net loss per share			$ (0.46)
Diluted net loss per share			$ (0.46)
Class A common stock
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Allocation of undistributable losses			$ (40,669)
Net loss to common stock			$ (40,669)
Weighted average shares outstanding, basic			88,093
Weighted average shares outstanding, diluted			88,093
Basic net loss per share			$ (0.46)
Diluted net loss per share			$ (0.46)
Class B common stock
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Allocation of undistributable losses	$ (19,889)		$ (1,011,722)
Net loss to common stock	$ (19,889)		$ (1,011,722)
Weighted average shares outstanding, basic	2,000,000	[1]	2,191,507
Weighted average shares outstanding, diluted	2,000,000		2,191,507
Basic net loss per share	$ (0.01)		$ (0.46)
Diluted net loss per share	$ (0.01)		$ (0.46)
[1] Excludes an aggregate of up to 300,000 shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters (See Note 7). On May 10, 2022, the Sponsor surrendered 575,000 founder shares, for no consideration, resulting in the Sponsor and directors continuing to hold 2,300,000 shares of Class B common stock. All share and per-share amounts have been retroactively restated to reflect the share surrender (Note 8)

SUMMARY OF SIGNIFICANT ACCOUN_6

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Reconciliation of Class A Common Stock Subject to Possible redemption (Details) - USD ($)	12 Months Ended
	Dec. 31, 2022	Sep. 22, 2021
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Redemption value of dissolution expenses	$ 100,000
Estimated dissolution expenses paid from interest earned	100,000
Class A common stock subject to possible redemption
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Gross proceeds from sale of Public Units	92,000,000
Less: Proceeds allocated to Public Warrants	(1,613,009)
Less: Proceeds allocated to Rights	(4,301,659)
Less: Proceeds allocated to underwriter's overallotment option	(52,147)
Less: Issuance costs allocated to Class A common stock subject to possible redemption	(8,139,659)
Accretion to redemption value of Class A common stock subject to possible redemption	15,026,474
Accretion to redemption value of Class A common stock subject to possible redemption due to dividend and interest income earned, net	848,637
Class A common stock subject to possible redemption	$ 93,768,637	$ 0

SUMMARY OF SIGNIFICANT ACCOUN_7

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Fair Value Measurements (Details)	Dec. 31, 2022 USD ($)
Overallotment liability
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Liability, fair value	$ 52,147

SUMMARY OF SIGNIFICANT ACCOUN_8

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Overallotment liability (Details) - Level 3	Dec. 31, 2022 Y
Risk-free interest rate
Fair value disclosure
Measurement Input	0.0073
Dividend rate
Fair value disclosure
Measurement Input	0
Volatility
Fair value disclosure
Measurement Input	0.0500
Expected life (in years)
Fair value disclosure
Measurement Input	0.12

SUMMARY OF SIGNIFICANT ACCOUN_9

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Changes in Level 3 liabilities (Details) - USD ($)	3 Months Ended	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2022
Changes in Level 3 liabilities
Loss on change in fair value of Forward Purchase Agreement liability	$ 0	$ (2,770,000)
Forward Purchase Agreement
Changes in Level 3 liabilities
Loss on change in fair value of Forward Purchase Agreement liability		2,770,000
Fair value ending balance		2,770,000
Overallotment liability
Changes in Level 3 liabilities
Issuance		52,147
Exercise		$ (52,147)

SUMMARY OF SIGNIFICANT ACCOU_10

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Due to Sponsor - related party (Details)	Dec. 31, 2022 USD ($)
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Due to related parties, current	$ 9,960
Sponsor
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Due to related parties, current	4,860
Sponsor | Cash collected in connection with sale of founder shares to anchor investors
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Due to related parties, current	4,860
Sponsor | Unpaid monthly administrative service fees
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Due to related parties, current	$ 5,100

INITIAL PUBLIC OFFERING (Detail

INITIAL PUBLIC OFFERING (Details) - $ / shares		12 Months Ended
	May 13, 2022	Dec. 31, 2022	Dec. 31, 2021
INITIAL PUBLIC OFFERING
Common stock, par value (in dollars per share)		$ 0.0001
Class A common stock
INITIAL PUBLIC OFFERING
Common stock, par value (in dollars per share)		$ 0.0001	$ 0.0001
Public Warrants
INITIAL PUBLIC OFFERING
Public Warrants exercisable term after the completion of a business combination		30 days
Public Warrants expiration term		5 years
Warrants
INITIAL PUBLIC OFFERING
Public Warrants exercisable term after the completion of a business combination	30 days
Public Warrants expiration term	5 years
Warrants | Class A common stock
INITIAL PUBLIC OFFERING
Number of shares issuable per warrant		1
Exercise price of warrants		$ 11.50
Initial Public Offering
INITIAL PUBLIC OFFERING
Number of units sold	9,200,000
Purchase price, per unit	$ 10
Number of rights in a unit	one
Number of common shares unit	0.10
Initial Public Offering | Class A common stock
INITIAL PUBLIC OFFERING
Number of shares in a unit	1
Common stock, par value (in dollars per share)	$ 0.0001
Initial Public Offering | Public Warrants
INITIAL PUBLIC OFFERING
Number of warrants in a unit	1
Initial Public Offering | Public Warrants | Class A common stock
INITIAL PUBLIC OFFERING
Number of shares issuable per warrant	1
Exercise price of warrants	$ 11.50
Initial Public Offering | Warrants
INITIAL PUBLIC OFFERING
Exercise price of warrants	$ 11.50
Initial Public Offering | Warrants | Class A common stock
INITIAL PUBLIC OFFERING
Number of warrants in a unit	1
Number of shares issuable per warrant	1

PRIVATE PLACEMENT (Details)

PRIVATE PLACEMENT (Details) - USD ($)		3 Months Ended	12 Months Ended
	May 13, 2022	Dec. 31, 2021	Dec. 31, 2022
PRIVATE PLACEMENT
Aggregate purchase price		$ 0	$ 3,040,000
Private Placement | Private placement warrants | Class A common stock
PRIVATE PLACEMENT
Number of shares per warrant	1
Private Placement | Private placement warrants | Sponsor
PRIVATE PLACEMENT
Warrants exercisable to purchase Class A ordinary shares	3,040,000
Price of warrants	$ 1
Aggregate purchase price	$ 3,040,000

RELATED PARTY TRANSACTIONS - Fo

RELATED PARTY TRANSACTIONS - Founder Shares (Details) - USD ($)				1 Months Ended	12 Months Ended
	May 13, 2022	May 10, 2022	Oct. 28, 2021	Oct. 31, 2021	Dec. 31, 2022	Dec. 31, 2021
RELATED PARTY TRANSACTIONS
Issuance of Representative Shares					$ 622,882
Common shares, par value (in dollars per share)					$ 0.0001
Consideration of shares surrendered for cancellations		$ 0
Due to Sponsor - related party					$ 9,960
Class B common stock
RELATED PARTY TRANSACTIONS
Common shares, par value (in dollars per share)					$ 0.0001	$ 0.0001
Common stock, stock outstanding (in shares)		2,300,000			2,300,000	2,300,000
Shares subject to forfeiture					300,000
Sponsor
RELATED PARTY TRANSACTIONS
Due to Sponsor - related party					$ 4,860
Sponsor | Class B common stock
RELATED PARTY TRANSACTIONS
Number of shares surrendered		575,000
Consideration of shares surrendered for cancellations		$ 0
Stock transferred to others				25,000
Founder Shares
RELATED PARTY TRANSACTIONS
Common stock, stock outstanding (in shares)		2,300,000
Shares subject to forfeiture		300,000		300,000
Shares are no longer subject to forfeiture	300,000
Founder Shares | Sponsor
RELATED PARTY TRANSACTIONS
Issuance of Representative Shares				$ 25,000
Price per share				$ 0.009
Number of shares surrendered		575,000
Consideration of shares surrendered for cancellations		$ 0
Founder Shares | Sponsor | Board of Directors, Nominees
RELATED PARTY TRANSACTIONS
Stock transferred to others			25,000
Founder Shares | Sponsor | Anchor Investor
RELATED PARTY TRANSACTIONS
Stock transferred to others	60,000
Founder Shares | Sponsor | Ten Anchor Investors
RELATED PARTY TRANSACTIONS
Stock transferred to others	600,000
Founder Shares | Sponsor | Class B common stock
RELATED PARTY TRANSACTIONS
Number of shares issued				2,875,000
Common shares, par value (in dollars per share)				$ 0.0001

RELATED PARTY TRANSACTIONS - Ad

RELATED PARTY TRANSACTIONS - Additional information (Details) - USD ($)		3 Months Ended	12 Months Ended
	May 16, 2022	Dec. 31, 2021	Dec. 31, 2022	Sep. 12, 2022
RELATED PARTY TRANSACTIONS
Promissory note - related party		$ 80,000
Repayment of promissory note - related party		0	$ 354,100
Promissory Note With Related Party | Sponsor
RELATED PARTY TRANSACTIONS
Maximum borrowing capacity of related party promissory note			400,000
Promissory note - related party		80,000	0
Repayment of promissory note - related party	$ 354,100
Working Capital Loans
RELATED PARTY TRANSACTIONS
Maximum loans convertible into warrants			$ 1,500,000
Price of warrant (in dollars per share)			$ 1
Working Capital Loans | Sponsor
RELATED PARTY TRANSACTIONS
Maximum borrowing capacity of related party promissory note				$ 157,000
Outstanding balance		$ 0	$ 157,000
Administrative Support Agreement
RELATED PARTY TRANSACTIONS
Expenses incurred			75,000
Amounts payable on administrative expenses			$ 5,100
Administrative Support Agreement | Minimum
RELATED PARTY TRANSACTIONS
Months to complete business acquisition			12 months
Administrative Support Agreement | Maximum
RELATED PARTY TRANSACTIONS
Months to complete business acquisition			18 months
Administrative Support Agreement | Sponsor
RELATED PARTY TRANSACTIONS
Expenses per month			$ 10,000

INCOME TAXES (Details)

INCOME TAXES (Details) - USD ($)	3 Months Ended	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2022	Sep. 30, 2021
INCOME TAXES
Income tax provision	$ 0	$ 240,507
Effective tax rate	0%	6.80%
U.S. federal statutory rate	21%	21%
Unrecognized tax benefits	$ 0	$ 0	$ 0
Unrecognized tax benefits accrued for interest and penalties	0	0	$ 0
U.S. federal
INCOME TAXES
Net operating loss carryovers that do not expire	$ 659	$ 0

INCOME TAXES - Income tax provi

INCOME TAXES - Income tax provision (Details) - USD ($)	3 Months Ended	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2022
Federal
Current		$ 240,507
Deferred	$ (4,177)	(398,526)
Change in valuation allowance	4,177	398,526
Income tax provision	$ 0	$ 240,507

INCOME TAXES - Company's net de

INCOME TAXES - Company's net deferred tax assets (Details) - USD ($)	Dec. 31, 2022	Dec. 31, 2021
Deferred tax asset
Net operating loss carryforward		$ 138
Startup/Organization expenses	$ 402,703	4,039
Total deferred tax asset	402,703	4,177
Valuation allowance	$ (402,703)	$ (4,177)

COMMITMENTS AND CONTINGENCIES (

COMMITMENTS AND CONTINGENCIES (Details) - USD ($)		12 Months Ended
	May 13, 2022	Dec. 31, 2022
COMMITMENTS AND CONTINGENCIES
Cash underwriting discount per unit	$ 0.10
Payment of underwriter discount	$ 920,000
Deferred fee per unit		$ 0.40
Deferred underwriting commissions payable to underwriter		$ 3,680,000
Forward Purchase Agreement
COMMITMENTS AND CONTINGENCIES
Maximum forward purchase transaction amount		75,000
Quarterly fee paid		$ 5,000
Share price		$ 0.05
Disposition of share price		$ 0.03
Additional fees and expenses paid		$ 75,000
Termination fees		$ 500,000
Over-allotment option
COMMITMENTS AND CONTINGENCIES
Underwriting option period	45 days
Number of units sold	1,200,000
Underwriter | Class A Common Stock
COMMITMENTS AND CONTINGENCIES
Number of shares issued	138,000

STOCKHOLDERS' EQUITY (DEFICIT)

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

STOCKHOLDERS' EQUITY (DEFICIT_2

STOCKHOLDERS' EQUITY (DEFICIT) - Common Stock (Details)		12 Months Ended
	May 10, 2022 USD ($) shares	Dec. 31, 2022 Vote $ / shares shares	May 13, 2022 $ / shares shares	Dec. 31, 2021 $ / shares shares	Oct. 31, 2021 $ / shares shares	Oct. 06, 2021 shares
STOCKHOLDERS' EQUITY (DEFICIT)
Common shares, par value (in dollars per share) | $ / shares		$ 0.0001
Consideration of shares surrendered for cancellations | $	$ 0
Percentage of founder shares	20%
Percentage of issued and outstanding shares after the Initial Public Offering collectively held by initial stockholders		20%
Founder Shares
STOCKHOLDERS' EQUITY (DEFICIT)
Common shares, shares outstanding (in shares)	2,300,000
Shares subject to forfeiture	300,000				300,000
Shares are no longer subject to forfeiture			300,000
Sponsor | Founder Shares
STOCKHOLDERS' EQUITY (DEFICIT)
Number of shares surrendered	575,000
Consideration of shares surrendered for cancellations | $	$ 0
Class A Common Stock
STOCKHOLDERS' EQUITY (DEFICIT)
Common shares, shares authorized (in shares)		100,000,000		100,000,000
Common shares, par value (in dollars per share) | $ / shares		$ 0.0001		$ 0.0001
Common shares, votes per share | Vote		1
Common shares, shares issued (in shares)		9,338,000		9,338,000
Common shares, shares outstanding (in shares)		0		0
Class A Common Stock | Initial Public Offering
STOCKHOLDERS' EQUITY (DEFICIT)
Common shares, par value (in dollars per share) | $ / shares			$ 0.0001
Class B Common Stock
STOCKHOLDERS' EQUITY (DEFICIT)
Common shares, shares authorized (in shares)		10,000,000		10,000,000
Common shares, par value (in dollars per share) | $ / shares		$ 0.0001		$ 0.0001
Common shares, votes per share | Vote		1
Common shares, shares issued (in shares)		2,300,000		2,300,000
Common shares, shares outstanding (in shares)	2,300,000	2,300,000		2,300,000
Shares subject to forfeiture		300,000
Class B Common Stock | Sponsor
STOCKHOLDERS' EQUITY (DEFICIT)
Common shares, shares issued (in shares)						2,875,000
Number of shares surrendered	575,000
Consideration of shares surrendered for cancellations | $	$ 0
Class B Common Stock | Sponsor | Founder Shares
STOCKHOLDERS' EQUITY (DEFICIT)
Common shares, par value (in dollars per share) | $ / shares					$ 0.0001

STOCKHOLDERS' EQUITY (DEFICIT_3

STOCKHOLDERS' EQUITY (DEFICIT) - Warrants (Details)		12 Months Ended	24 Months Ended
	May 13, 2022	Dec. 31, 2022 D $ / shares shares	Dec. 31, 2022 $ / shares shares	Dec. 31, 2021 shares
STOCKHOLDERS' EQUITY (DEFICIT)
Warrants outstanding		9,200,000	9,200,000	0
Class A common stock
STOCKHOLDERS' EQUITY (DEFICIT)
Issue price per share | $ / shares		$ 9.20
Rights receive by each holder			0.1
Warrants
STOCKHOLDERS' EQUITY (DEFICIT)
Warrants outstanding				0
Public Warrants exercisable term after the completion of a business combination	30 days
Public Warrants expiration term	5 years
Warrants | Class A common stock
STOCKHOLDERS' EQUITY (DEFICIT)
Number of shares per warrant		1	1
Exercise price of warrants | $ / shares		$ 11.50	$ 11.50
Private placement warrants
STOCKHOLDERS' EQUITY (DEFICIT)
Warrants outstanding		3,040,000	3,040,000
Public Warrants
STOCKHOLDERS' EQUITY (DEFICIT)
Warrants outstanding		9,200,000	9,200,000
Issue price per share | $ / shares		$ 9.20
Percentage of gross proceeds on total equity proceeds		60
Adjustment of exercise price of warrants based on market value and newly issued price (as a percent)		115%
Stock price trigger for redemption of public warrants (in dollars per share) | $ / shares		$ 18
Adjustment one of redemption price of stock based on market value and newly issued price (as a percent)		180%
Public Warrants exercisable term after the completion of a business combination		30 days
Public Warrants expiration term		5 years	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
Threshold trading days for redemption of public warrants | D		20
Threshold consecutive trading days for redemption of public warrants | D		30
Threshold number of business days before sending notice of redemption to warrant holders | D		3

STOCK-BASED COMPENSATION (Detai

STOCK-BASED COMPENSATION (Details) - USD ($)	1 Months Ended	12 Months Ended
	Oct. 31, 2021	Dec. 31, 2022
Compensation expense		$ 0
Founder Shares
Fair value on grant date (per share)		$ 0.87
Aggregate grant date fair value of the awards		$ 65,000
Total unrecognized compensation expense related to unvested		$ 65,000
Sponsor | Class B Common Stock
Number of shares transferred (in shares)	25,000