Document and Entity Information
| Document and Entity Information | 12 Months Ended |
| Dec. 31, 2022 | |
| Document and Entity Information | |
| Document Type | S-4/A |
| Entity Registrant Name | FG MERGER CORP. |
| Entity Filer Category | Non-accelerated Filer |
| Entity Small Business | true |
| Entity Emerging Growth Company | true |
| Entity Ex Transition Period | false |
| Entity Central Index Key | 0001906133 |
| Amendment Description | Amendment No. 2 |
| Amendment Flag | true |
Balance Sheets
| Balance Sheets - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
| Current assets | ||
| Cash | $ 521,865 | |
| Prepaid expenses | 223,692 | |
| Total current assets | 745,557 | |
| Marketable securities held in trust account | 83,694,573 | |
| TOTAL ASSETS | 84,440,130 | |
| Current liabilities | ||
| Accounts payable | 299,955 | $ 3,272 |
| Tax liabilities | 384,973 | |
| Total current liabilities | 684,928 | 3,272 |
| TOTAL LIABILITIES | 684,928 | 3,272 |
| COMMITMENTS AND CONTINGENCIES | ||
| Common stock, $0.0001 par value, subject to possible redemption, 8,050,000 and 0 shares at redemption value, respectively | 83,694,573 | |
| STOCKHOLDERS' EQUITY | ||
| Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | ||
| Common stock, $0.0001 par value; 400,000,000 shares authorized; 2,107,750 and 0 shares issued and outstanding, respectively (excluding 8,050,000 and 0 shares subject to possible redemption, respectively) | 211 | |
| Additional paid-in capital | 189,479 | |
| Accumulated deficit | (129,061) | (3,272) |
| Total Stockholders' Equity (Deficit) | 60,629 | $ (3,272) |
| TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $ 84,440,130 |
Balance Sheets (Parenthetical)
| Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2022 | Dec. 31, 2021 |
| Balance Sheets | ||
| Temporary equity, par value, (per share) | $ 0.0001 | $ 0.0001 |
| Temporary equity, shares outstanding | 8,050,000 | 0 |
| Preferred stock, par value, (per share) | $ 0.0001 | $ 0.0001 |
| Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
| Preferred stock, shares issued | 0 | 0 |
| Preferred stock, shares outstanding | 0 | 0 |
| Common shares, par value, (per share) | $ 0.0001 | $ 0.0001 |
| Common shares, shares authorized | 400,000,000 | 400,000,000 |
| Common shares, shares issued | 2,107,750 | 0 |
| Common shares, shares outstanding | 2,107,750 | 0 |
Statements of Operations
| Statements of Operations - USD ($) | 12 Months Ended | |
| Dec. 31, 2022 | Dec. 31, 2021 | |
| Operating expenses: | ||
| General and administrative expenses | $ 922,230 | $ 1,802 |
| Franchise taxes | 170,632 | |
| Loss from operations | (1,092,862) | (1,802) |
| Other income (expenses): | ||
| Investment income on trust account | 1,182,073 | |
| Total other income (expense) | 1,182,073 | |
| Taxes: | ||
| Income tax expense (benefit) | 215,000 | |
| Net loss | $ (125,789) | $ (1,802) |
| Redeemable common shares | ||
| Taxes: | ||
| Weighted average common shares outstanding, basic | 6,743,014 | |
| Weighted average common shares outstanding, diluted | 6,743,014 | |
| Basic net income (loss) per share | $ 0.12 | |
| Diluted net income (loss) per share | $ 0.12 | |
| Non-redeemable common shares | ||
| Taxes: | ||
| Weighted average common shares outstanding, basic | 2,042,701 | |
| Weighted average common shares outstanding, diluted | 2,042,701 | |
| Basic net income (loss) per share | $ (0.46) | |
| Diluted net income (loss) per share | $ (0.46) | |
CONDENSED STATEMENTS OF OPERATI
| CONDENSED STATEMENTS OF OPERATIONS (Parenthetical) - USD ($) | 9 Months Ended | ||
| Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
| Temporary equity, shares outstanding | 8,050,000 | 0 | |
| Temporary Equity, Net Income | $ (4,435,410) | ||
| Class A Common Stock Subject to Redemption [Member] | |||
| Temporary Equity, Net Income | $ (3,515,055) |
Statement of Changes in Shares
| Statement of Changes in Shares Subject to Possible Redemption and Stockholders' Equity (Deficit) - USD ($) | Shares Subject to Possible Redemption | Common Stock | Additional Paid-in Capital $15 strike warrants | Additional Paid-in Capital $11.50 strike warrants | Additional Paid-in Capital | Retained Earnings (Accumulated Deficit) | $15 strike warrants | $11.50 strike warrants | Total |
| Balance at the end at Dec. 31, 2021 | $ 0 | ||||||||
| Balance at the end (in shares) at Dec. 31, 2021 | 0 | 0 | |||||||
| Balance at the beginning at Dec. 31, 2020 | $ (1,470) | $ (1,470) | |||||||
| Changes in Stockholders' Equity (Deficit) | |||||||||
| Net Loss | (1,802) | (1,802) | |||||||
| Balance at the end at Dec. 31, 2021 | (3,272) | (3,272) | |||||||
| Changes in Shares Subject to Possible Redemption | |||||||||
| Accretion of common shares subject to redemption | (4,435,410) | ||||||||
| Changes in Stockholders' Equity (Deficit) | |||||||||
| Net Loss | $ (125,789) | ||||||||
| Balance at the end (in shares) at Sep. 30, 2022 | 10,157,750 | ||||||||
| Balance at the beginning at Dec. 31, 2021 | $ 0 | ||||||||
| Balance at the beginning (in shares) at Dec. 31, 2021 | 0 | 0 | |||||||
| Changes in Shares Subject to Possible Redemption | |||||||||
| Sale of 8,050,000 units at $10 per unit in IPO, including over-allotment, net of underwriters' discount and offering expenses | $ 79,259,163 | ||||||||
| Sale of 8,050,000 units at $10 per unit in IPO, including over-allotment, net of underwriters' discount and offering expenses (in shares) | 8,050,000 | ||||||||
| Accretion of common shares subject to redemption | $ 4,435,410 | ||||||||
| Balance at the end at Dec. 31, 2022 | $ 83,694,573 | $ 83,694,573 | |||||||
| Balance at the end (in shares) at Dec. 31, 2022 | 8,050,000 | 8,050,000 | |||||||
| Balance at the beginning at Dec. 31, 2021 | (3,272) | $ (3,272) | |||||||
| Changes in Stockholders' Equity (Deficit) | |||||||||
| Issuance of 2,012,500 common shares to initial stockholders | $ 201 | $ 24,799 | $ 25,000 | ||||||
| Issuance of 2,012,500 common shares to initial stockholders (in shares) | 2,012,500 | 2,012,500 | |||||||
| Sale of 55,000 units at $10 per unit in private placement | $ 6 | 549,994 | $ 550,000 | ||||||
| Sale of 55,000 units at $10 per unit in private placement (in shares) | 55,000 | ||||||||
| Sale of strike warrants in private placement | $ 100,000 | $ 3,950,000 | $ 100,000 | $ 3,950,000 | |||||
| Issuance of 40,250 underwriter units, including over-allotment | $ 4 | 96 | 100 | ||||||
| Issuance of 40,250 underwriter units, including over-allotment (in shares) | 40,250 | ||||||||
| Accretion of common shares subject to redemption | (4,435,410) | (4,435,410) | |||||||
| Net Loss | (125,789) | (125,789) | |||||||
| Balance at the end at Dec. 31, 2022 | $ 211 | $ 189,479 | $ (129,061) | $ 60,629 | |||||
| Balance at the end (in shares) at Dec. 31, 2022 | 2,107,750 |
Statement of Changes in Share_2
| Statement of Changes in Shares Subject to Possible Redemption and Stockholders' Equity (Deficit) (Parenthetical) | 12 Months Ended |
| Dec. 31, 2022 $ / shares shares | |
| Number of shares issued | shares | 2,012,500 |
| Purchase price per unit | $ / shares | $ 10.25 |
| Initial Public Offering | |
| Number of units sold | shares | 8,050,000 |
| Purchase price per unit | $ / shares | $ 10 |
| Over-allotment option | |
| Purchase price per unit | $ / shares | $ 11.50 |
| Issuance of underwriter units | shares | 40,250 |
| Private Placement | Units | |
| Number of units sold | shares | 55,000 |
| Purchase price per unit | $ / shares | $ 10 |
| $15 strike warrants | Private Placement | Warrants | |
| Sale of Private Placement Warrants (in shares) | shares | 1,000,000 |
| Exercise price of warrants | $ / shares | $ 15 |
| $11.50 strike warrants | Private Placement | Warrants | |
| Sale of Private Placement Warrants (in shares) | shares | 3,950,000 |
| Exercise price of warrants | $ / shares | $ 11.50 |
Statement of Cash Flows
| Statement of Cash Flows | 12 Months Ended |
| Dec. 31, 2022 USD ($) | |
| Cash flows from operating activities | |
| Net loss | $ (125,789) |
| Changes in operating assets and liabilities: | |
| Accounts payable | 296,683 |
| Tax liabilities | 384,973 |
| Prepaid expense | (223,692) |
| Net cash used in operating activities | 332,175 |
| Cash flows from investing activities | |
| Investments in marketable securities | (248,792,073) |
| Proceeds from maturity | 165,097,500 |
| Net cash used in investing activities | (83,694,573) |
| Cash flows from financing activities | |
| Proceeds from promissory notes | 150,000 |
| Repayment of promissory note | (150,000) |
| Proceeds from sale of shares of common stock to initial stockholders | 25,000 |
| Proceeds from sale of units in IPO, including over-allotment, net of offering costs | 79,259,163 |
| Proceeds from sale of underwriter units in private placement | 100 |
| Net cash provided by financing activities | 83,884,263 |
| Net increase in cash | 521,865 |
| Cash at beginning of period | 0 |
| Cash at end of period | 521,865 |
| Noncash financing activities: | |
| Accretion of common shares to redemption value | 4,435,410 |
| Private units | |
| Cash flows from financing activities | |
| Proceeds from sale of private placement | 550,000 |
| $11.50 strike warrants | |
| Cash flows from financing activities | |
| Proceeds from sale of private placement | 3,950,000 |
| $15 strike warrants | |
| Cash flows from financing activities | |
| Proceeds from sale of private placement | $ 100,000 |
Statement of Cash Flows (Parent
| Statement of Cash Flows (Parenthetical) - Private Placement - Warrants | Dec. 31, 2022 $ / shares |
| $15 strike warrants | |
| Exercise price of warrants | $ 15 |
| $11.50 strike warrants | |
| Exercise price of warrants | $ 11.50 |
DESCRIPTION OF ORGANIZATION AND
| DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | 12 Months Ended |
| Dec. 31, 2022 | |
| DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | |
| DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS FG Merger Corp. (the “Company”) is a blank check company incorporated in Delaware on December 23, 2020. The Company was formed for the purpose of merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities (“Business Combination”). Although the Company is not limited to a particular industry or geographic region for purposes of consummating a Business Combination, the Company intends to focus on businesses in the financial services industry. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of December 31, 2022, the Company had not yet commenced any operations. All activity through December 31, 2022 relates to the Company’s formation, the initial public offering (“IPO”), which is described below, and the search for a business combination target. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate nonoperating income in the form of interest income from the proceeds derived from the IPO. The Company has selected December 31 as its fiscal year end. The registration statement for the Company’s IPO was declared effective on February 25, 2022. On March 1, 2022, the Company consummated its IPO of 7,000,000 units (the “Units”) at $10.00 per Unit. In connection with the IPO, the underwriters were granted an option to purchase up to an additional 1,050,000 Units to cover over-allotment, if any. On March 3, 2022, the underwriter fully exercised their over-allotment option and purchased 1,050,000 Units. Each Unit consist of one common stock of the Company, par value $0.0001 per share (the “Public Share”) and three Simultaneously with the closing of the IPO, the Company consummated private placements ( the “Private Placements”) of i) 1,000,000 $15.00 exercise price warrants (the “$15 Private Warrants”) at a price of $0.10 per $15 Private Warrant, ii) 3,950,000 $11.50 exercise price warrants (the “$11.50 Private Warrants”) at a price of $1.00 per $11.50 Private Warrant, and iii) 55,000 units at $10.00 per unit (the “Private Units” and, together with the $15 Private Warrants and $11.50 Private Warrants, the “Private Placement Securities”) to the Company’s sponsor, FG Merger Investors LLC (the “Sponsor”), directors, and officers, for the aggregate purchase price of $4,600,000. Each Private Unit consists of one Common Stock and three-quarters of one Each $15 Private Warrant will entitle the holder to purchase one share of Common Stock at an exercise price of $15.00 per each share, will be exercisable for a period of 10 years from the date of Business Combination, will be non-redeemable, and may be exercised on a cashless basis. Additionally, $15 Private Warrants and the shares issuable upon the exercise of the $15 Private Warrants will not be transferable, assignable or salable until after the completion of a Business Combination, subject to certain limited exceptions. Each $11.50 Private Warrant will entitle the holder to purchase one common share at an exercise price of $11.50 per each share, will be exercisable for a period of five years from the date of Business Combination, will be non-redeemable, and may be exercised on a cashless basis. Additionally, $11.50 Private Warrants and the shares issuable upon the exercise of the $11.50 Private Warrants will not be transferable, assignable or salable until after the completion of a Business Combination, subject to certain limited exceptions. The Company Units are listed on NASDAQ. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the IPO and Private Placement Securities, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. NASDAQ rules provide that the Business Combination must be with one or more target businesses that together have a fair market value equal to at least 80% of the net assets held in the Trust Account (as defined below) (excluding any taxes payable on interest earned on the trust account). The Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940 as amended (the “Investment Company Act”). There is no assurance that the Company will be able to successfully effect a Business Combination. Following the closing of the IPO on March 1, 2022, and subsequent closing of the over-allotment on March 3, 2022, a total of $82,512,500 ($10.25 per unit) from the net proceeds of the sale of Units in the IPO and the sale of Private Placement Securities as well as the proceeds from the closing of the over-allotment option were placed in a trust account (“Trust Account”) and invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, until the earlier of: (i) the consummation of a Business Combination or (ii) the distribution of the funds in the Trust Account to the Company’s shareholders, as described below. The Company will provide its shareholders with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer. In connection with a proposed Business Combination, the Company may seek shareholder approval of a Business Combination at a meeting called for such purpose at which shareholders may seek to redeem their shares, regardless of whether they vote for or against the proposed Business Combination. The Company will proceed with a Business Combination only if the Company has net tangible assets of at least $5,000,000 upon or immediately prior to such consummation of a Business Combination and, if the Company seeks shareholder approval, a majority of the outstanding shares voted are voted in favor of the Business Combination. If the Company seeks shareholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Company’s amended and restated certificate of incorporation provides that a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from seeking redemption rights with respect to 15% or more of the Public Shares without the Company’s prior written consent. The holders of Public Shares will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (including any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. If a shareholder vote is not required and the Company does not decide to hold a shareholder vote for business or other legal reasons, the Company will, pursuant to its amended and restated certificate of incorporation, offer such redemption pursuant to the tender offer rules of the Securities and Exchange Commission (“SEC”), and file tender offer documents containing substantially the same information as would be included in a proxy statement with the SEC prior to completing a Business Combination. The Sponsor, officers, directors and advisors (the “Initial Shareholders”) have agreed (a) to vote their Founder Shares (as defined in Note 5) as well as any common shares underlying the Private Units, and any Public Shares purchased during or after the IPO in favor of a Business Combination, (b) not to propose an amendment to the Company’s amended and restated certificate of incorporation with respect to the Company’s pre-Business Combination activities prior to the consummation of a Business Combination unless the Company provides dissenting public shareholders with the opportunity to redeem their Public Shares in conjunction with any such amendment; (c) not to redeem any shares (including the Founder Shares as well as any common shares underlying the Private Units) into the right to receive cash from the Trust Account in connection with a shareholder vote to approve a Business Combination (or to sell any shares in a tender offer in connection with a Business Combination if the Company does not seek shareholder approval in connection therewith) or a vote to amend the provisions of the amended and restated certificate of incorporation relating to shareholders’ rights of pre-Business Combination activity and (d) that the Founder Shares, the Private Units and $15 and $11.50 Private Warrants (including underlying securities) shall not participate in any liquidating distributions upon winding up if a Business Combination is not consummated. However, the Initial Shareholders will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares purchased during or after the IPO if the Company fails to complete its Business Combination. The Company will have until June 1 (or September 1 if the time to complete a business combination is extended as described herein) from the closing of the IPO to consummate a Business Combination. In addition, if the Company anticipates that it may not be able to consummate an initial business combination within 15 months, the Company’s insiders or their affiliates may, but are not obligated to, extend the period of time to consummate a business combination by an additional three months (for a total of 18 months to complete a business combination) (the “Combination Period”). In order to extend the time available for the Company to consummate a Business Combination, the Sponsor or its affiliate or designees must deposit into the Trust Account $805,000 ($0.10 per Public Share in either case), on or prior to the 15-month anniversary of the closing of the IPO. If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than ten The Sponsor has agreed that it will be liable to the Company, if and to the extent any claims by a vendor for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amounts in the Trust Account to below $10.25 per share, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under the Company’s indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). In the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers, prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Going Concern The Company has until June 1, 2023 (unless such period is extended, as detailed above) to consummate the initial Business Combination. If a business combination is not consummated by this date (unless extended), there will be a mandatory liquidation and subsequent dissolution of the Company. Management has determined that the mandatory liquidation, should a business combination not occur, and potential subsequent dissolution, raises substantial doubt about the Company’s ability to continue as a going concern. The Company intends to complete the Initial Business Combination before the mandatory liquidation date. However, there can be no assurance that the Company will be able to consummate any business combination ahead of June 1, 2023 (unless extended), nor that it will be able to raise sufficient funds to complete an Initial Business Combination. |
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 The accompanying financial statements are presented in U.S. Dollars and conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. Emerging growth company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of estimates The preparation of financial statement in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statement, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Cash and cash equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2022. Marketable securities held in Trust Account At December 31, 2022, substantially all of the assets held in the Trust Account were invested in a money market fund that invests exclusively in short term U.S. Treasury obligations. During the year ended December 31, 2022, the Company did not withdraw any interest income from the Trust Account to pay for its franchise and income taxes. Common stock subject to possible redemption The Company accounts for its common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at December 31, 2022, common stock subject to possible redemption is presented as temporary equity at redemption value, outside of the stockholders’ equity section of the Company’s balance sheet. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid in capital or accumulated deficit if additional paid in capital equals to zero. Deferred offering costs Deferred offering costs consist of underwriting, legal, accounting and other expenses incurred through the balance sheet date that are directly related to the IPO and that are charged to shareholders equity upon the completion of the IPO. Offering costs amounting to $1,240,837 (including $750,000 of underwriting fees) were charged to shareholders’ equity upon the completion of IPO. Furthermore, underwriters also received 40,250 Units (“Underwriter Units”), with such Units restricted from sale until the closing of the Business Combination and with no redemption rights from the Trust Account. Each Underwriter Unit consists of one share of common stock of the Company, par value $0.0001 per share and three-quarters of one redeemable warrant (“Underwriter Warrant”), each whole Underwriter Warrant entitling the holder thereof to purchase one share of common stock for $11.50 per share. Warrants The Company accounts for the 6,037,500 Public Warrants, 41,250 Private Unit Warrants, 3,950,000 $11.50 Private Warrant, 1,000,000 $15.00 Private Warrant and 30,188 Underwriter Warrants issued in connection with the IPO and the Private Placements in accordance with the guidance contained in ASC 815-40 “Contracts in Entity’s Own Equity” and ASC 480, “Distinguishing Liabilities from Equity”. The Company’s warrants meet the criteria required to be classified as equity. Income taxes The Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. The Company recognizes accrued interest and penalties related to unrecognized tax benefits, if any, as income tax expense. As of December 31, 2022, there were no amounts accrued for interest or penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. Reconciliation of Net Loss per Common Share The Company complies with accounting and disclosure requirements of ASC 260, Earnings Per Share. The Company has redeemable and nonredeemable shares of common stock. Income and losses are shared pro rata between the redeemable and nonredeemable shares of common stock. Net loss per share of common stock is calculated by dividing the net loss by the weighted average shares of common stock outstanding for the respective period. Net loss for the period from January 1, 2022 to IPO was allocated fully to the nonredeemable shares of common stock. Diluted net loss per share attributable to stockholders adjusts the basic net loss per share attributable to stockholders and the weighted-average shares of common stock outstanding for the potentially dilutive impact of outstanding warrants. However, because the warrants are anti-dilutive, diluted loss per share of common stock is the same as basic loss per share of common stock for the period presented. The following table reflects the calculation of basic and diluted net loss per share of common stock (in dollars, except per share amounts): Net loss from January 1, 2022 to IPO date $ (3,727) Net loss from IPO date to year end December 31, 2022 (122,062) Total loss from January 1, 2022 to year end December 31, 2022 $ (125,789) For the period from January 1, 2022 through December 31, 2022 Redeemable Non- Redeemable Shares Shares Total Total number of shares 8,050,000 2,107,750 10,157,750 Ownership percentage 79 % 21 % Total income allocated by class $ (96,734) $ (29,055) $ (125,789) Less: Accretion allocated based on ownership percentage (3,515,055) (920,355) (4,435,410) Plus: Accretion applicable to the redeemable class 4,435,410 4,435,410 Total income (loss) by class $ 823,621 $ (949,410) Weighted average shares 6,743,014 2,042,701 Earnings (loss) per share $ 0.12 $ (0.46) 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 balance sheet, primarily due to their short-term nature. The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities. Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. The fair value of the marketable securities held in trust account is determined using the level 1 input. Risks and Uncertainties On August 16, 2022, the Inflation Reduction Act of 2022 (the “IR Act”) was signed into federal law. The IR Act provides for, among other things, a new U.S. federal 1% excise tax on certain repurchases (including redemptions) of stock by publicly traded domestic corporations and certain domestic subsidiaries of publicly traded foreign corporations. The excise tax is imposed on the repurchasing corporation itself, not its stockholders from which shares are repurchased. The amount of the excise tax is generally 1% of the fair market value of the shares repurchased at the time of the repurchase. However, for purposes of calculating the excise tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year. In addition, certain exceptions apply to the excise tax. The U.S. Department of the Treasury has been given authority to provide regulations and other guidance to carry out, and prevent the avoidance of, the excise tax. The IR Act applies to repurchases that occur after December 31, 2022, and it is possible that this tax will apply to our future redemptions or liquidation. Recently issued accounting standard Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements. |
INITIAL PUBLIC OFFERING
| INITIAL PUBLIC OFFERING | 12 Months Ended |
| Dec. 31, 2022 | |
| INITIAL PUBLIC OFFERING | |
| INITIAL PUBLIC OFFERING | NOTE 3. INITIAL PUBLIC OFFERING On March 1, 2022, the Company consummated its IPO of 7,000,000 Units. On March 3, 2022, 1,050,000 additional Units were issued pursuant to the underwriters’ full exercise of their over-allotment option. The Units were sold at a price of $10.00 per Unit, generating gross proceeds to the Company of $80,500,000. |
PRIVATE PLACEMENT
| PRIVATE PLACEMENT | 12 Months Ended |
| Dec. 31, 2022 | |
| PRIVATE PLACEMENT | |
| PRIVATE PLACEMENT | NOTE 4. PRIVATE PLACEMENT Simultaneously with the closing of the IPO, the Company consummated the Private Placements in which the Sponsor purchased (i) 55,000 Private Units at a price of $10.00 per Private Unit, (ii) 3,950,000 $11.50 Private Warrants at a price of $1.00 per $11.50 Private Warrant, and (iii) 1,000,000 $15 Private Warrants at a price of $0.10 per $15 Private Warrant. The aggregate gross proceeds from the sale of Private Placement Securities are $4,600,000. Each $15 Private Warrant, $11.50 Private Warrant and the Private Unit Warrants will entitle the holder to purchase one share of common stock at its respective exercise price. |
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 On January 10, 2022, the Company issued an aggregate of 2,012,500 shares of common stock (the “Founder Shares”) to the Sponsor for an aggregate purchase price of $25,000 in cash. On January 11, 2022, the Sponsor transferred an aggregate of 60,000 Founder Shares to members of the Company’s management and board of directors, resulting in the Sponsor holding 1,952,500 Founder Shares. The Initial Shareholders have agreed not to transfer, assign or sell any of the Founder Shares (except to certain permitted transferees) until, with respect to 50% of the Founder Shares, the earlier of (i) twelve months after the date of the consummation of a Business Combination, or (ii) the date on which the closing price of the Company’s common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after a Business Combination, with respect to the remaining 50% of the Founder Shares, 12 months after the date of the consummation of a Business Combination, or earlier, in each case, if, subsequent to a Business Combination, the Company consummates a subsequent liquidation, merger, stock exchange or other similar transaction which results in all of the Company’s shareholders having the right to exchange their Public Shares for cash, securities or other property. Promissory Notes On January 10, 2022, the Company issued an unsecured Promissory Note to the Sponsor, pursuant to which the Company may borrow up to an aggregate principal amount of $175,000. On January 10, 2022, the Company drew $150,000 pursuant to the promissory note. The promissory note was subsequently paid off on March 1, 2022. There were no amounts outstanding as of December 31, 2022. Administrative Services Agreement The Company entered into an administrative services agreement (the “Administrative Services Agreement”) with the Sponsor on February 25, 2022 whereby the Sponsor will perform certain services for the Company for a monthly fee of $10,000. For the year ended December 31, 2022, the total administrative services expense was $100,000. |
COMMITMENTS AND CONTINGENCIES
| COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
| Dec. 31, 2022 | |
| COMMITMENTS AND CONTINGENCIES | |
| COMMITMENTS AND CONTINGENCIES | NOTE 6. COMMITMENTS AND CONTINGENCIES Registration Rights Pursuant to a registration right agreement entered into on February 25, 2022, the holders of the Founder Shares and the Private Placement Securities (and their underlying securities) are entitled to registration rights. The Company will bear the expenses incurred in connection with the filing of any registration statements pursuant to such registration rights. Underwriting Agreement The Company granted the underwriters a 45-day |
STOCKHOLDERS' EQUITY
| STOCKHOLDERS' EQUITY | 12 Months Ended |
| Dec. 31, 2022 | |
| STOCKHOLDERS' EQUITY | |
| STOCKHOLDERS' EQUITY | NOTE 7. STOCKHOLDERS’ EQUITY Preferred Stock – outstanding Common Stock outstanding Warrants — 30-day The $15 Private Warrants will entitle the holder to purchase one common share at an exercise price of $15.00 per each share, will be exercisable for a period of 10 years from the date of Business Combination, will be non-redeemable, and may be exercised on a cashless basis. Additionally, $15 Private Warrants and the shares issuable upon the exercise of the $15 Private Warrants will not be transferable, assignable or salable until after the completion of a Business Combination, subject to certain limited exceptions. The $11.50 Private Warrants will entitle the holder to purchase one common share at an exercise price of $11.50 per each share, will be exercisable for a period of five years from the date of Business Combination, will be non-redeemable, and may be exercised on a cashless basis. Additionally, $11.50 Private Warrants and the shares issuable upon the exercise of the $11.50 Private Warrants will not be transferable, assignable or salable until after the completion of a Business Combination, subject to certain limited exceptions. The Private Unit Warrants will have terms similar to the Public Warrants underlying the Units sold in the IPO, except that the Private Unit Warrants will be non-redeemable and may be exercised on a cashless basis. Additionally, Private Unit Warrants and the shares issuable upon the exercise of the Private Unit Warrants will not be transferable, assignable or salable until after the completion of a Business Combination, subject to certain limited exceptions. The exercise price and number of common stock issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. However, except as described above, the warrants will not be adjusted for issuances of common stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such warrants. Accordingly, the warrants may expire worthless. |
INCOME TAXES
| INCOME TAXES | 12 Months Ended |
| Dec. 31, 2022 | |
| INCOME TAXES | |
| INCOME TAXES | NOTE 8. INCOME TAXES The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the 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. Internal Revenue Section 195 requires start-up expenditures paid or incurred in connection with investigating the creation or acquisition of an active trade or business to be capitalized for income tax purposes. The capitalized start-up expenditures are placed into service in the month in which an active trade or business begins and amortized ratably over 180 months. The start-up expenditures do not include interest, taxes, or research and experimental expenses. The tax calculation for the year ended December 31, 2022 took all of the aforementioned Section 195 guidelines into account. For the year ended December 31, 2022, the provision for income taxes was $215,000. ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. As of December 31, 2022, the Company recorded a deferred tax asset related to the capitalized start-up costs of $195,000. The Company chose to establish a valuation allowance to reduce the deferred tax asset to $0. It is not guaranteed that the Company will complete a Business Combination, and, even if the Business Combination is successfully completed, that the future Combined Company will be able to utilize the deferred tax asset. The following is a summary of the Company’s net deferred tax asset: December 31, 2022 December 31, 2021 Deferred tax assets: Startup and organizational costs $ 195,000 $ — Total deferred tax asset 195,000 — Valuation allowance (195,000) — Deferred tax asset, net of allowance $ — $ — The income tax provision consists of the following: December 31, 2022 December 31, 2021 Federal Current expense $ 215,000 $ — Deferred benefit (195,000) — Change in valuation allowance 195,000 — Income tax provision $ 215,000 $ — A reconciliation of the statutory federal income tax rate (benefit) to the Company’s effective tax rate (benefit) is as follows for the years ended December 31, 2022 and December 31, 2021: Year Ended December 31, 2022 2021 Income tax at statutory rate 18,734 21.0 % — — % Change in valuation allowance 195,000 218.6 % — — % Other 1,266 1.4 % — — % Income tax expense 215,000 241 % — — % |
SUBSEQUENT EVENTS
| SUBSEQUENT EVENTS | 12 Months Ended |
| Dec. 31, 2022 | |
| SUBSEQUENT EVENTS | |
| SUBSEQUENT EVENTS | NOTE 9. SUBSEQUENT EVENTS On January 5, 2023, the Company entered into a Merger Agreement and Plan of Reorganization (the “Merger Agreement”) by and among the Company, FG Merger Sub Inc., a Nevada corporation and a direct, wholly-owned subsidiary of the Company (“Merger Sub”), and iCoreConnect Inc., a Nevada Corporation (“iCoreConnect”). The Merger Agreement provides that, among other things, at the closing of the transactions contemplated by the Merger Agreement, Merger Sub will merge with and into iCoreConnect with iCoreConnect surviving as a wholly-owned subsidiary of the Company (the “Merger”). In connection with the Merger, the Company will change its name to “iCoreConnect Inc.” The Merger and the other transactions contemplated by the Merger Agreement are referred to as the “Business Combination.” The Business Combination is expected to close in the second quarter of 2023, subject to customary closing conditions, including the receipt of certain governmental approvals and the required approval by the stockholders of FGMC and iCoreConnect. Prior to the Closing, each share of FGMC common stock, par value $0.0001 shall be converted into shares of newly issued FGMC preferred stock, par value $0.0001 (“ FGMC Preferred Stock FGMC Common Conversion In addition, (i) each vested, issued and outstanding option to purchase iCoreConnect common stock par value $0.001 (“ iCoreConnect Common Stock FGMC and iCoreConnect will each hold special meetings of their respective stockholders in connection with the proposed Business Combination, which are referred to as the FGMC Special Meeting and the iCoreConnect Special Meeting, respectively. The Business Combination is expected to close in the second quarter of 2023, subject to customary closing conditions, including the receipt of certain governmental approvals and the required approval by the stockholders of FGMC and iCoreConnect. |
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 | Basis of presentation The accompanying financial statements are presented in U.S. Dollars and conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. |
| Emerging growth company | Emerging growth company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. |
| Use of estimates | Use of estimates The preparation of financial statement in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statement, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. |
| Cash and cash equivalents | Cash and cash equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2022. |
| Marketable securities held in Trust Account | Marketable securities held in Trust Account At December 31, 2022, substantially all of the assets held in the Trust Account were invested in a money market fund that invests exclusively in short term U.S. Treasury obligations. During the year ended December 31, 2022, the Company did not withdraw any interest income from the Trust Account to pay for its franchise and income taxes. |
| Common stock subject to possible redemption | Common stock subject to possible redemption The Company accounts for its common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at December 31, 2022, common stock subject to possible redemption is presented as temporary equity at redemption value, outside of the stockholders’ equity section of the Company’s balance sheet. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid in capital or accumulated deficit if additional paid in capital equals to zero. |
| Deferred offering costs | Deferred offering costs Deferred offering costs consist of underwriting, legal, accounting and other expenses incurred through the balance sheet date that are directly related to the IPO and that are charged to shareholders equity upon the completion of the IPO. Offering costs amounting to $1,240,837 (including $750,000 of underwriting fees) were charged to shareholders’ equity upon the completion of IPO. Furthermore, underwriters also received 40,250 Units (“Underwriter Units”), with such Units restricted from sale until the closing of the Business Combination and with no redemption rights from the Trust Account. Each Underwriter Unit consists of one share of common stock of the Company, par value $0.0001 per share and three-quarters of one redeemable warrant (“Underwriter Warrant”), each whole Underwriter Warrant entitling the holder thereof to purchase one share of common stock for $11.50 per share. |
| Warrants | Warrants The Company accounts for the 6,037,500 Public Warrants, 41,250 Private Unit Warrants, 3,950,000 $11.50 Private Warrant, 1,000,000 $15.00 Private Warrant and 30,188 Underwriter Warrants issued in connection with the IPO and the Private Placements in accordance with the guidance contained in ASC 815-40 “Contracts in Entity’s Own Equity” and ASC 480, “Distinguishing Liabilities from Equity”. The Company’s warrants meet the criteria required to be classified as equity. |
| Income taxes | Income taxes The Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. The Company recognizes accrued interest and penalties related to unrecognized tax benefits, if any, as income tax expense. As of December 31, 2022, there were no amounts accrued for interest or penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. |
| Reconciliation of Net Loss per Common Share | Reconciliation of Net Loss per Common Share The Company complies with accounting and disclosure requirements of ASC 260, Earnings Per Share. The Company has redeemable and nonredeemable shares of common stock. Income and losses are shared pro rata between the redeemable and nonredeemable shares of common stock. Net loss per share of common stock is calculated by dividing the net loss by the weighted average shares of common stock outstanding for the respective period. Net loss for the period from January 1, 2022 to IPO was allocated fully to the nonredeemable shares of common stock. Diluted net loss per share attributable to stockholders adjusts the basic net loss per share attributable to stockholders and the weighted-average shares of common stock outstanding for the potentially dilutive impact of outstanding warrants. However, because the warrants are anti-dilutive, diluted loss per share of common stock is the same as basic loss per share of common stock for the period presented. The following table reflects the calculation of basic and diluted net loss per share of common stock (in dollars, except per share amounts): Net loss from January 1, 2022 to IPO date $ (3,727) Net loss from IPO date to year end December 31, 2022 (122,062) Total loss from January 1, 2022 to year end December 31, 2022 $ (125,789) For the period from January 1, 2022 through December 31, 2022 Redeemable Non- Redeemable Shares Shares Total Total number of shares 8,050,000 2,107,750 10,157,750 Ownership percentage 79 % 21 % Total income allocated by class $ (96,734) $ (29,055) $ (125,789) Less: Accretion allocated based on ownership percentage (3,515,055) (920,355) (4,435,410) Plus: Accretion applicable to the redeemable class 4,435,410 4,435,410 Total income (loss) by class $ 823,621 $ (949,410) Weighted average shares 6,743,014 2,042,701 Earnings (loss) per share $ 0.12 $ (0.46) |
| 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 balance sheet, primarily due to their short-term nature. The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities. Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. The fair value of the marketable securities held in trust account is determined using the level 1 input. |
| Risks and Uncertainties | Risks and Uncertainties On August 16, 2022, the Inflation Reduction Act of 2022 (the “IR Act”) was signed into federal law. The IR Act provides for, among other things, a new U.S. federal 1% excise tax on certain repurchases (including redemptions) of stock by publicly traded domestic corporations and certain domestic subsidiaries of publicly traded foreign corporations. The excise tax is imposed on the repurchasing corporation itself, not its stockholders from which shares are repurchased. The amount of the excise tax is generally 1% of the fair market value of the shares repurchased at the time of the repurchase. However, for purposes of calculating the excise tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year. In addition, certain exceptions apply to the excise tax. The U.S. Department of the Treasury has been given authority to provide regulations and other guidance to carry out, and prevent the avoidance of, the excise tax. The IR Act applies to repurchases that occur after December 31, 2022, and it is possible that this tax will apply to our future redemptions or liquidation. |
| Recently issued accounting standard | Recently issued accounting standard Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements. |
SUMMARY OF SIGNIFICANT ACCOUN_3
| SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
| Dec. 31, 2022 | |
| SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
| Summary of basic and diluted net loss per share of common stock | Net loss from January 1, 2022 to IPO date $ (3,727) Net loss from IPO date to year end December 31, 2022 (122,062) Total loss from January 1, 2022 to year end December 31, 2022 $ (125,789) For the period from January 1, 2022 through December 31, 2022 Redeemable Non- Redeemable Shares Shares Total Total number of shares 8,050,000 2,107,750 10,157,750 Ownership percentage 79 % 21 % Total income allocated by class $ (96,734) $ (29,055) $ (125,789) Less: Accretion allocated based on ownership percentage (3,515,055) (920,355) (4,435,410) Plus: Accretion applicable to the redeemable class 4,435,410 4,435,410 Total income (loss) by class $ 823,621 $ (949,410) Weighted average shares 6,743,014 2,042,701 Earnings (loss) per share $ 0.12 $ (0.46) |
INCOME TAXES (Tables)
| INCOME TAXES (Tables) | 12 Months Ended |
| Dec. 31, 2022 | |
| INCOME TAXES | |
| Summary of the Company's net deferred tax asset | December 31, 2022 December 31, 2021 Deferred tax assets: Startup and organizational costs $ 195,000 $ — Total deferred tax asset 195,000 — Valuation allowance (195,000) — Deferred tax asset, net of allowance $ — $ — |
| Schedule of income tax provision | December 31, 2022 December 31, 2021 Federal Current expense $ 215,000 $ — Deferred benefit (195,000) — Change in valuation allowance 195,000 — Income tax provision $ 215,000 $ — |
| Schedule of reconciliation of the statutory federal income tax rate (benefit) to the Company's effective tax rate (benefit) | Year Ended December 31, 2022 2021 Income tax at statutory rate 18,734 21.0 % — — % Change in valuation allowance 195,000 218.6 % — — % Other 1,266 1.4 % — — % Income tax expense 215,000 241 % — — % |
DESCRIPTION OF ORGANIZATION A_2
| DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (Details) | 12 Months Ended | |||
| Mar. 03, 2022 USD ($) $ / shares shares | Mar. 01, 2022 USD ($) $ / shares shares | Dec. 31, 2022 USD ($) $ / shares shares | Dec. 31, 2021 $ / shares | |
| DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | ||||
| Purchase price per unit | $ 10.25 | |||
| Common shares, par value, (per share) | $ 0.0001 | $ 0.0001 | ||
| Aggregate purchase price | $ | $ 25,000 | |||
| Condition for future business combination use of proceeds percentage | 80 | |||
| Condition For Future Business Combination Threshold Percentage Ownership | 50 | |||
| Condition For Future Business Combination Threshold Net Tangible Assets | $ | $ 5,000,000 | |||
| Redemption limit percentage without prior consent | 15 | |||
| Transaction Costs | $ | $ 805,000 | |||
| Redemption period upon closure | 10 days | |||
| Redemption percentage upon closure | 100% | |||
| Maximum allowed dissolution expenses | $ | $ 100,000 | |||
| Public Warrants | ||||
| DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | ||||
| Purchase price per unit | $ 0.10 | |||
| Number of shares in a unit | shares | 1 | |||
| Exercise price of warrants | $ 11.50 | |||
| Public Warrants exercisable term after the completion of a business combination | 30 days | 30 days | ||
| Warrants exercisable term from the closing of the public offering | 12 months | 12 months | ||
| Public Warrants expiration term | 5 years | |||
| Private Placement Warrants | ||||
| DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | ||||
| Number of shares issuable per warrant | shares | 0.75 | |||
| Exercise price of warrants | $ 11.50 | |||
| Private Placement Warrants | Warrant share price at $15 | ||||
| DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | ||||
| Purchase price per unit | $ 0.10 | 15 | ||
| Exercise price of warrants | $ 15 | 15 | ||
| Price of warrant | $ 15 | |||
| Sale of Private Placement Warrants (in shares) | shares | 1,000,000 | 1,000,000 | ||
| Public Warrants expiration term | 10 years | |||
| Private Placement Warrants | Warrant share price at $10 | ||||
| DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | ||||
| Exercise price of warrants | $ 10 | |||
| Sale of Private Placement Warrants (in shares) | shares | 55,000 | |||
| Private Placement Warrants | Warrant share price at $11.50 | ||||
| DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | ||||
| Purchase price per unit | $ 1 | $ 11.50 | ||
| Number of shares in a unit | shares | 1 | |||
| Exercise price of warrants | $ 11.50 | $ 11.50 | ||
| Price of warrant | $ 11.50 | |||
| Sale of Private Placement Warrants (in shares) | shares | 3,950,000 | 3,950,000 | ||
| Public Warrants expiration term | 5 years | |||
| Initial Public Offering | ||||
| DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | ||||
| Number of units sold | shares | 7,000,000 | 8,050,000 | ||
| Purchase price per unit | $ 10 | $ 10 | $ 10 | |
| Number of shares in a unit | shares | 1 | |||
| Number of warrants in a unit | shares | 0.75 | |||
| Number of shares issuable per warrant | shares | 1 | 1 | ||
| Exercise price of warrants | $ 11.50 | |||
| Proceeds from issuance initial public offering | $ | $ 80,500,000 | $ 80,500,000 | ||
| Investment of cash into Trust Account | $ | $ 82,512,500 | |||
| Period of initial business combination for closing of initial public offering | 15 months | |||
| Initial Public Offering | Public Warrants | ||||
| DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | ||||
| Price of warrant | $ 10 | |||
| Initial Public Offering | Private Placement Warrants | ||||
| DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | ||||
| Purchase price per unit | $ 10.25 | |||
| Over-allotment option | ||||
| DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | ||||
| Number of units sold | shares | 1,050,000 | 1,050,000 | ||
| Purchase price per unit | $ 11.50 | |||
| Common shares, par value, (per share) | $ 0.0001 | |||
| Sponsor | Private Placement | ||||
| DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | ||||
| Exercise price of warrants | $ 10 | |||
| Proceeds from sale of private placement | $ | $ 4,600,000 | |||
| Sale of Private Placement Warrants (in shares) | shares | 55,000 | |||
| Aggregate purchase price | $ | $ 4,600,000 | |||
| Sponsor | Private Placement | Private Placement Warrants | Warrant share price at $15 | ||||
| DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | ||||
| Purchase price per unit | $ 0.10 | |||
| Exercise price of warrants | $ 15 | |||
| Sale of Private Placement Warrants (in shares) | shares | 1,000,000 | |||
| Sponsor | Private Placement | Private Placement Warrants | Warrant share price at $11.50 | ||||
| DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | ||||
| Purchase price per unit | $ 1 | |||
| Exercise price of warrants | $ 11.50 | |||
| Sale of Private Placement Warrants (in shares) | shares | 3,950,000 |
SUMMARY OF SIGNIFICANT ACCOUN_4
| SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) | 12 Months Ended | ||
| Mar. 03, 2022 | Mar. 01, 2022 | Dec. 31, 2022 | |
| SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |||
| Income taxes provision | $ 215,000 | ||
| Statutory tax rate (as a percent) | 21% | ||
| Underwriter Units | 40,250 | ||
| Purchase price per unit | $ 10.25 | ||
| Accrued interest or penalties | $ 0 | ||
| Redeemable Warrants | |||
| SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |||
| Purchase price per unit | $ 0.0001 | ||
| Initial Public Offering | |||
| SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |||
| Number of units sold | 7,000,000 | 8,050,000 | |
| Proceeds from issuance initial public offering | $ 80,500,000 | $ 80,500,000 | |
| Exercise price of warrants | $ 11.50 | ||
| Number of shares issuable per warrant | 1 | 1 | |
| Number of warrants in a unit | 0.75 | ||
| Purchase price per unit | $ 10 | $ 10 | $ 10 |
| Offering costs | $ 1,240,837 | ||
| Underwriting fees | $ 750,000 | ||
| Over-allotment option | |||
| SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |||
| Number of units sold | 1,050,000 | 1,050,000 | |
| Purchase price per unit | $ 11.50 | ||
| IPO and Private Placements | |||
| SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |||
| Sale of Private Placement Warrants (in shares) | 30,188 | ||
| Private Placement Warrants | |||
| SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |||
| Exercise price of warrants | $ 11.50 | ||
| Number of shares issuable per warrant | 0.75 | ||
| Warrants outstanding | 41,250 | ||
| Private Placement Warrants | Initial Public Offering | |||
| SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |||
| Purchase price per unit | $ 10.25 | ||
| Private Placement Warrants | Warrant share price at $15 | |||
| SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |||
| Exercise price of warrants | $ 15 | $ 15 | |
| Sale of Private Placement Warrants (in shares) | 1,000,000 | 1,000,000 | |
| Price of warrant | $ 15 | ||
| Purchase price per unit | $ 0.10 | 15 | |
| Private Placement Warrants | Warrant share price at $10 | |||
| SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |||
| Exercise price of warrants | $ 10 | ||
| Sale of Private Placement Warrants (in shares) | 55,000 | ||
| Private Placement Warrants | Warrant share price at $11.50 | |||
| SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |||
| Exercise price of warrants | $ 11.50 | $ 11.50 | |
| Sale of Private Placement Warrants (in shares) | 3,950,000 | 3,950,000 | |
| Price of warrant | $ 11.50 | ||
| Purchase price per unit | $ 1 | 11.50 | |
| Public Warrants | |||
| SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |||
| Exercise price of warrants | $ 11.50 | ||
| Warrants outstanding | 6,037,500 | ||
| Purchase price per unit | $ 0.10 | ||
| Public Warrants | Initial Public Offering | |||
| SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |||
| Price of warrant | $ 10 |
SUMMARY OF SIGNIFICANT ACCOUN_5
| SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Reconciliation of Net Loss per Common Share (Details) - USD ($) | 2 Months Ended | 7 Months Ended | 9 Months Ended | 12 Months Ended | |
| Mar. 01, 2022 | Sep. 30, 2022 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
| SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |||||
| Total number of shares | 10,157,750 | 10,157,750 | |||
| Total income allocated by class | $ (125,789) | ||||
| Less: Accretion allocated based on ownership percentage | (4,435,410) | ||||
| Plus: Accretion applicable to the redeemable class | 4,435,410 | ||||
| Net income | $ (3,727) | $ (122,062) | $ (125,789) | $ (125,789) | $ (1,802) |
| Class A Common Stock Subject to Redemption | |||||
| SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |||||
| Total number of shares | 8,050,000 | 8,050,000 | |||
| Ownership percentage | 79% | ||||
| Total income allocated by class | $ (96,734) | ||||
| Less: Accretion allocated based on ownership percentage | (3,515,055) | ||||
| Plus: Accretion applicable to the redeemable class | 4,435,410 | ||||
| Net income | $ 823,621 | ||||
| Weighted average common shares outstanding, basic | 6,743,014 | ||||
| Weighted average common shares outstanding, diluted | 6,743,014 | ||||
| Earnings (loss) per share, basic | $ 0.12 | ||||
| Earnings (loss) per share, diluted | $ 0.13 | ||||
| Class A Common Stock Not Subject to Redemption | |||||
| SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |||||
| Total number of shares | 2,107,750 | 2,107,750 | |||
| Ownership percentage | 21% | ||||
| Total income allocated by class | $ (29,055) | ||||
| Less: Accretion allocated based on ownership percentage | (920,355) | ||||
| Net income | $ (949,410) | ||||
| Weighted average common shares outstanding, basic | 2,042,701 | ||||
| Weighted average common shares outstanding, diluted | 2,042,701 | ||||
| Earnings (loss) per share, basic | $ (0.46) | ||||
| Earnings (loss) per share, diluted | $ (0.38) | ||||
SUMMARY OF SIGNIFICANT ACCOUN_6
| SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Net Loss (Details) - USD ($) | 2 Months Ended | 7 Months Ended | 9 Months Ended | 12 Months Ended | |
| Mar. 01, 2022 | Sep. 30, 2022 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
| SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |||||
| Net Loss | $ (3,727) | $ (122,062) | $ (125,789) | $ (125,789) | $ (1,802) |
INITIAL PUBLIC OFFERING (Detail
| INITIAL PUBLIC OFFERING (Details) - USD ($) | 12 Months Ended | ||
| Mar. 03, 2022 | Mar. 01, 2022 | Dec. 31, 2022 | |
| INITIAL PUBLIC OFFERING | |||
| Purchase price per unit | $ 10.25 | ||
| Initial Public Offering | |||
| INITIAL PUBLIC OFFERING | |||
| Number of units sold | 7,000,000 | 8,050,000 | |
| Purchase price per unit | $ 10 | $ 10 | $ 10 |
| Proceeds from issuance initial public offering | $ 80,500,000 | $ 80,500,000 | |
| Over-allotment option | |||
| INITIAL PUBLIC OFFERING | |||
| Number of units sold | 1,050,000 | 1,050,000 | |
| Purchase price per unit | $ 11.50 |
PRIVATE PLACEMENT (Details)
| PRIVATE PLACEMENT (Details) - USD ($) | 12 Months Ended | |
| Dec. 31, 2022 | Mar. 01, 2022 | |
| PRIVATE PLACEMENT | ||
| Purchase price per unit | $ 10.25 | |
| Private Placement Warrants | ||
| PRIVATE PLACEMENT | ||
| Exercise price of warrant | $ 11.50 | |
| Private Placement Warrants | Warrant share price at $15 | ||
| PRIVATE PLACEMENT | ||
| Number of warrants to purchase shares issued | 1,000,000 | 1,000,000 |
| Purchase price per unit | $ 15 | $ 0.10 |
| Exercise price of warrant | $ 15 | $ 15 |
| Private Placement Warrants | Warrant share price at $11.50 | ||
| PRIVATE PLACEMENT | ||
| Number of warrants to purchase shares issued | 3,950,000 | 3,950,000 |
| Purchase price per unit | $ 11.50 | $ 1 |
| Exercise price of warrant | $ 11.50 | $ 11.50 |
| Private Placement | Sponsor | ||
| PRIVATE PLACEMENT | ||
| Number of warrants to purchase shares issued | 55,000 | |
| Aggregate purchase price | $ 4,600,000 | |
| Exercise price of warrant | $ 10 | |
| Private Placement | Private Placement Warrants | Sponsor | Warrant share price at $15 | ||
| PRIVATE PLACEMENT | ||
| Number of warrants to purchase shares issued | 1,000,000 | |
| Purchase price per unit | $ 0.10 | |
| Exercise price of warrant | $ 15 | |
| Private Placement | Private Placement Warrants | Sponsor | Warrant share price at $11.50 | ||
| PRIVATE PLACEMENT | ||
| Number of warrants to purchase shares issued | 3,950,000 | |
| Purchase price per unit | $ 1 | |
| Exercise price of warrant | $ 11.50 |
RELATED PARTY TRANSACTIONS - Fo
| RELATED PARTY TRANSACTIONS - Founder Shares (Details) | 12 Months Ended | ||
| Jan. 11, 2022 shares | Jan. 10, 2022 USD ($) item $ / shares shares | Dec. 31, 2022 USD ($) shares | |
| RELATED PARTY TRANSACTIONS | |||
| Number of shares issued | 2,012,500 | ||
| Aggregate purchase price | $ | $ 25,000 | ||
| Founder Shares | Sponsor | |||
| RELATED PARTY TRANSACTIONS | |||
| Number of shares issued | 60,000 | 2,012,500 | |
| Aggregate purchase price | $ | $ 25,000 | ||
| Number of shares holding in entity | 1,952,500 | ||
| Stock price trigger to transfer, assign or sell any shares or warrants of the company, after the completion of the initial business combination (in dollars per share) | $ / shares | $ 12 | ||
| Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | item | 20 | ||
| Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | item | 30 | ||
| Founder Shares | Sponsor | |||
| RELATED PARTY TRANSACTIONS | |||
| Percentage of ownership | 50% |
RELATED PARTY TRANSACTIONS - Ad
| RELATED PARTY TRANSACTIONS - Additional Information (Details) - USD ($) | 12 Months Ended | ||
| Feb. 25, 2022 | Dec. 31, 2022 | Jan. 10, 2022 | |
| Promissory Note with Related Party | Sponsor | |||
| RELATED PARTY TRANSACTIONS | |||
| Maximum borrowing capacity of related party promissory note | $ 175,000 | ||
| Amount of borrowed | $ 150,000 | ||
| Debt outstanding amount | $ 0 | ||
| Administrative Support Agreement | |||
| RELATED PARTY TRANSACTIONS | |||
| Total administrative services expense | $ 100,000 | ||
| Administrative Support Agreement | Sponsor | |||
| RELATED PARTY TRANSACTIONS | |||
| Expenses per month | $ 10,000 |
COMMITMENTS AND CONTINGENCIES (
| COMMITMENTS AND CONTINGENCIES (Details) - Over-allotment option - shares | Mar. 03, 2022 | Mar. 01, 2022 |
| COMMITMENTS AND CONTINGENCIES | ||
| Granted term | 45 days | |
| Number of units sold | 1,050,000 | 1,050,000 |
STOCKHOLDERS' EQUITY - Preferre
| STOCKHOLDERS' EQUITY - Preferred Stock Shares (Details) - $ / shares | Dec. 31, 2022 | Dec. 31, 2021 |
| STOCKHOLDERS' EQUITY | ||
| Preferred shares, shares authorized | 1,000,000 | 1,000,000 |
| Preferred stock, par value, (per share) | $ 0.0001 | $ 0.0001 |
| Preferred shares, shares issued | 0 | 0 |
| Preferred shares, shares outstanding | 0 | 0 |
STOCKHOLDERS' EQUITY - Common S
| STOCKHOLDERS' EQUITY - Common Stock Shares (Details) | Dec. 31, 2022 Vote $ / shares shares | Dec. 31, 2021 $ / shares shares |
| STOCKHOLDERS' EQUITY | ||
| Common shares, shares authorized (in shares) | 400,000,000 | 400,000,000 |
| 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) | 2,107,750 | 0 |
| Common shares, shares outstanding (in shares) | 2,107,750 | 0 |
| Class A common stock subject to possible redemption, outstanding (in shares) | 8,050,000 | 0 |
STOCKHOLDERS' EQUITY - Warrants
| STOCKHOLDERS' EQUITY - Warrants (Details) | 12 Months Ended | |
| Mar. 01, 2022 $ / shares | Dec. 31, 2022 item $ / shares | |
| STOCKHOLDERS' EQUITY | ||
| Purchase price per unit | $ 10.25 | |
| Private Placement Warrants | ||
| STOCKHOLDERS' EQUITY | ||
| Exercise price of warrants | 11.50 | |
| Private Placement Warrants | Warrant share price at $15 | ||
| STOCKHOLDERS' EQUITY | ||
| Exercise price of warrants | $ 15 | 15 |
| Purchase price per unit | 0.10 | $ 15 |
| Warrant exercisable period | 10 years | |
| Private Placement Warrants | Warrant share price at $10 | ||
| STOCKHOLDERS' EQUITY | ||
| Exercise price of warrants | 10 | |
| Private Placement Warrants | Warrant share price at $11.50 | ||
| STOCKHOLDERS' EQUITY | ||
| Exercise price of warrants | 11.50 | $ 11.50 |
| Purchase price per unit | $ 1 | 11.50 |
| Public Warrants | ||
| STOCKHOLDERS' EQUITY | ||
| Exercise price of warrants | $ 11.50 | |
| Public Warrants exercisable term after the completion of a business combination | 30 days | 30 days |
| Warrants exercisable term from the closing of the public offering | 12 months | 12 months |
| Purchase price per unit | $ 0.10 | |
| Public Warrants | Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00 | ||
| STOCKHOLDERS' EQUITY | ||
| Stock price trigger for redemption of public warrants (in dollars per share) | 18 | |
| Redemption price per public warrant (in dollars per share) | $ 0.01 | |
| Minimum threshold written notice period for redemption of public warrants | 30 days | |
| Threshold trading days for redemption of public warrants | 20 days | |
| Threshold consecutive trading days for redemption of public warrants | item | 30 | |
| Redemption period | 30 days |
INCOME TAXES - Net deferred tax
| INCOME TAXES - Net deferred tax asset (Details) | 12 Months Ended |
| Dec. 31, 2022 USD ($) | |
| INCOME TAXES | |
| Amortized ratably over the period | 180 months |
| Income taxes provision | $ 215,000 |
| Reduce the deferred tax assets | 0 |
| Deferred tax assets: | |
| Startup and organizational costs | 195,000 |
| Total deferred tax asset | 195,000 |
| Valuation allowance | $ (195,000) |
INCOME TAXES - Income tax provi
| INCOME TAXES - Income tax provision (Details) | 12 Months Ended |
| Dec. 31, 2022 USD ($) | |
| Federal | |
| Current expense | $ 215,000 |
| Deferred benefit | (195,000) |
| Change in valuation allowance | 195,000 |
| Total tax expense | $ 215,000 |
INCOME TAXES - Reconciliation o
| INCOME TAXES - Reconciliation of the statutory federal income tax rate (benefit) to effective tax rate (benefit) (Details) | 12 Months Ended |
| Dec. 31, 2022 USD ($) | |
| INCOME TAXES | |
| Income tax at statutory rate | $ 18,734 |
| Change in valuation allowance | 195,000 |
| Other | 1,266 |
| Total tax expense | $ 215,000 |
| Income tax at statutory rate (in percent) | 21% |
| Change in valuation allowance (in percent) | 218.60% |
| Other (in percent) | 1.40% |
| Income tax expense (in percent) | 241% |
SUBSEQUENT EVENTS (Details)
| SUBSEQUENT EVENTS (Details) - $ / shares | Jan. 05, 2023 | Jun. 29, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
| SUBSEQUENT EVENTS | ||||
| Common shares, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | ||
| Preferred stock, par value, (per share) | $ 0.0001 | $ 0.0001 | ||
| Dividend rate per annum | 12% | |||
| Subsequent event | ||||
| SUBSEQUENT EVENTS | ||||
| Common shares, par value (in dollars per share) | $ 0.0001 | |||
| Preferred stock, par value, (per share) | 0.0001 | |||
| Subsequent event | iCore Connect | ||||
| SUBSEQUENT EVENTS | ||||
| Common shares, par value (in dollars per share) | $ 0.001 |